AmRest_IndividualRep- 20251231-1-en

Board Members (not employees)

Managers and others

Contents



Balance sheet as of 31 December 2025 ...................................................................................................	5
Income Statement for the year ended 31 December 2025 ....................................................................	6
Statement of recognized income and expenses for the year ended 31 December 2025 .................	6
Statement of cash flows for the year ended 31 December 2025 ..........................................................	7
Total statement of changes in equity for the year ended 31 December 2025 ....................................	8
Notes to the Financial Statements .............................................................................................................	9
1. General information ...........................................................................................................................	9
2. Basis of preparation ..........................................................................................................................	10
3. Accounting policies ............................................................................................................................	10
4. Financial Risk Management .........................................................................................................	15
5. Financial instruments ........................................................................................................................	18
6. Investments in group companies ....................................................................................................	20
7. Financial assets at amortised cost ..................................................................................................	26
8. Financial assets at cost ....................................................................................................................	27
9. Cash and cash and equivalents ......................................................................................................	27
10. Equity .................................................................................................................................................	27
11. Distribution of result .........................................................................................................................	29
12. Financial liabilities at amortized cost ...........................................................................................	30
13. Employee benefits and share based payments ..........................................................................	32
14. Taxation .............................................................................................................................................	34
15. Income and expenses .....................................................................................................................	37
16. Related parties balances and transactions .................................................................................	39



17. Remuneration of the board of directors and senior executives ................................................	43
18. Other information .............................................................................................................................	44
19. Audit fees ..........................................................................................................................................	45
Signatures of the Board of Directors .....................................................................................................	46


AMREST HOLDINGS, SE Financial Statements and Directors’ Report
for the year ended 31 December 2025

(all figures in EUR millions unless stated otherwise)

Balance sheet as of 31 December 2025


	Notes	31 December 2025	31 December 2024
Assets
Intangible assets		—	0.1
Non-current investment and loans in group companies		655.8	618.4
Non - Current Investments in group companies	6 and 8	466.0	460.8
Loans to group companies	5, 7 and 16	189.8	157.6
Deferred tax assets	14	10.8	12.3
Total non-current assets		666.6	630.8
Trade and other receivables		0.5	0.9
Other receivables from group companies	5, 7 and 16	0.5	0.9
Investments and loans in group companies	5, 7 and 16	45.8	92.6
Loans to group companies		33.7	80.1
Other financial assets		12.1	12.5
Other current assets		0.1	—
Cash and cash equivalent	9	22.0	14.1
Total current assets		68.4	107.6
TOTAL ASSETS		735.0	738.4
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 and 11	113.6	106.8
Treasury shares	10.3	(26.2)	(18.4)
Interim dividend	11	(15.0)	(15.2)
Profit for the period	11	31.6	24.0
Other equity instruments	10.4	(18.8)	(19.1)
Adjustments for changes in value	10.5	(6.7)	(6.7)
TOTAL EQUITY		337.8	330.7
Liabilities
Non-current financial liabilities	5 and 12	333.5	384.0
Loans and borrowings from financial institutions		333.5	384.0
Non - current debts with group companies	5, 12 and 16	4.0	5.9
Total non-current liabilities		337.5	389.9
Current financial liabilities		52.1	11.7
Loans and borrowings from financial institutions	5 and 12	52.1	11.7
Current debts with group companies	5, 12 and 16	1.1	1.8
Trade and other payables		6.5	4.3
Trade and other payables to third parties	5 and 12	0.9	0.4
Trade and other payables to group companies	5, 12 and 16	1.5	1.7
Personnel (salaries payable)		—	0.1
Other payables with tax administration	14	4.1	2.1
Total current liabilities		59.7	17.8
TOTAL LIABILITIES		397.2	407.7
TOTAL EQUITY AND LIABILITIES		735.0	738.4

The above balance sheet should be read in conjunction with the accompanying notes


AMREST HOLDINGS, SE Financial Statements and Directors’ Report
for the year ended 31 December 2025

(all figures in EUR millions unless stated otherwise)

Income Statement for the year ended 31 December 2025


		YEAR ENDED
	Notes	31 December 2025	31 December 2024
Revenues	15.1 and 16	86.4	65.8
Dividends received from subsidiaries		72.9	46.8
Finance income from group companies		13.5	19.0
Personnel expenses	15.2	(0.7)	(0.7)
Other operating expenses	15.3	(3.6)	(3.5)
Impairments of investments and loans in group companies	6, 7 and 16	(21.7)	(9.6)
Results from operating activities		60.4	52.0
Finance income from third parties		0.1	0.4
Finance expenses	15.5	(28.1)	(33.9)
Exchange rates gains and losses	15.6	(2.1)	(1.1)
Net finance income (expense)		(30.1)	(34.6)
Profit before income tax		30.3	17.4
Income tax expense	14	1.3	6.6
Profit for the period	11	31.6	24.0

The above income statement should be read in conjunction with the accompanying notes

Statement of recognized income and expenses for the year ended 31 December

2025


		YEAR ENDED
	Notes	31 December 2025	31 December 2024
Profit for the period	11	31.6	24.0
Other income and expenses recognized during the period		—	—
Total recognized income and expenses for the period		31.6	24.0

The above statement of recognized income and expenses should be read in conjunction with the accompanying notes


AMREST HOLDINGS, SE Financial Statements and Directors’ Report
for the year ended 31 December 2025

(all figures in EUR millions unless stated otherwise)

Statement of cash flows for the year ended 31 December 2025


		YEAR ENDED
	Notes	31 December 2025	31 December 2024
Cash flows from operating activities
Profit before tax		30.3	17.4
Adjustments:		(34.6)	(21.6)
Impairment losses	6, 7 and 16	21.7	9.6
Dividends from subsidiaries	15.1	(72.9)	(46.8)
Finance income	15.1	(13.6)	(19.4)
Finance expenses	15.5	28.1	33.9
Exchange gains/losses	15.6	2.1	1.1
Changes in operating assets and liabilities		1.0	(3.2)
Trade and other receivables		0.4	2.3
Trade and other payables		0.6	(5.5)
Other cash flows from operating activities		73.8	38.3
Interest received		10.2	8.2
Purchase of treasury shares	10.3	(12.9)	(10.5)
Dividends received from subsidiaries	15.1	76.5	40.6
Net cash provided by operating activities		70.5	30.9
Cash flows from investing activities
Increase in investments loans and borrowings with group companies	5, 7 and 16	(181.5)	(99.0)
Proceeds from investment loans and borrowings with group companies	5, 7 and 16	171.6	56.6
Net cash used in investing activities		(9.9)	(42.4)
Cash flows from financing activities
Proceeds from debts with financial institutions	5 and 12	169.7	40.0
Proceeds from debt with group companies	5, 12 and 16	—	4.5
Interest paid		(24.2)	(30.3)
Repayment of debt with financial institutions	5 and 12	(183.2)	(35.5)
Dividends paid to equity holders of the parent	11	(15.0)	(15.2)
Net cash provided by/(used in) financing activities		(52.7)	(36.5)
Net change in cash and cash equivalent		7.9	(48.0)
Balance sheet change of cash and cash equivalents		7.9	(48.0)
Cash and cash equivalents at the beginning of the period	9	14.1	62.1
Cash and cash equivalents as of the end of the period	9	22.0	14.1

The above statement of cash flows should be read in conjunction with the accompanying notes


AMREST HOLDINGS, SE Financial Statements and Directors’ Report
for the year ended 31 December 2025

(all figures in EUR millions unless stated otherwise)

Total statement of changes in equity for the year ended 31 December 2025


	Share capital	Share premium	Legal Reserve	Other Reserves	Treasury shares	Interim dividend	Profit or loss for the period	Other Equity instruments	Adjustment for changes in value	Total Equity
	(Note 10)	(Note 10)	(Note 10)	(Note 10)	(Note 10)	(Note 11)	(Note 11)	(Note 10)	(Note 10)	Total Equity
As of 31 December 2023	22.0	237.3	4.4	98.3	(9.9)	—	4.2	(14.5)	(6.7)	335.1
Total recognised income and expense (Note 11)	—	—	—	—	—	(15.2)	24.0	—	—	8.8
Transactions on own shares and equity holdings (net)	—	—	—	(0.1)	(8.5)	—	—	(4.6)	—	(13.2)
Transfer of profit or loss to reserves	—	—	—	4.2	—	—	(4.2)	—	—	—
As of 31 December 2024	22.0	237.3	4.4	102.4	(18.4)	(15.2)	24.0	(19.1)	(6.7)	330.7
Total recognised income and expense (Note 11)	—	—	—	—	—	(15.0)	31.6	—	—	16.6
Transactions on own shares and equity holdings (net)	—	—	—	(2.0)	(7.8)	—	—	0.3	—	(9.5)
Transfer of profit or loss to reserves	—	—	—	8.8	—	15.2	(24.0)	—	—	—
As of 31 December 2025	22.0	237.3	4.4	109.2	(26.2)	(15.0)	31.6	(18.8)	(6.7)	337.8

The above statement of changes in equity should be read in conjunction with the accompanying notes


AMREST HOLDINGS, SE Financial Statements and Directors’ Report
for the year ended 31 December 2025

(all figures in EUR millions unless stated otherwise)

Notes to the Financial Statements

1. General information

AmRest Holdings, SE (“The Company”, “AmRest”) was incorporated in the Netherlands in October 2000. Since 2008 the

Company operates as a European Company (Societas Europea, SE). The company is domiciled in Spain.

Paseo de la Castellana 163, 28046 Madrid (Spain) is the Company’s registered office as of 31 December 2025 and has

not changed during the year 2025.

The shares of AmRest Holdings, SE are listed in the Warsaw Stock Exchange (“WSE”) and in all four Spanish stock

exchanges through the Spanish Automated Quotation System (Sistema de Interconexión Bursátil – SIBE).

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-EU. The Group is one of the largest independent restaurant

chain operator in Central and Eastern Europe. The Group is also conducting its operations in Western Europe and China.

The Group’s principal place of business is Europe.

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, Serbia,

Croatia, Bulgaria, Romania, Germany, France, Austria, Slovenia and Spain, on the basis of franchise rights granted.

Starting from 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.

In Spain, Portugal and Andorra the Group operates its own brand La Tagliatella. In China the Group operates its own

brand Blue Frog. Both businesses are based on operating equity and franchise restaurants supported by the central

kitchens located in Spain (La Tagliatella) and in China (Blue Frog) that produce and deliver products to the whole

network.

In 2018 the Group acquired the Bacoa and Sushi Shop brands, as a result of which it operates licensed restaurants in

Spain (Bacoa) and proprietary and franchise Sushi Shop restaurants in France, Belgium, Spain, Switzerland, United

Kingdom, Luxembourg, United Arab Emirates and Saudi Arabia. Bacoa is a primarily premium burger concept in Spain

and Sushi Shop is one of the major operators of the European chains of restaurants for sushi, sashimi and other

Japanese specialties.

As of 31 December 2025, FCapital Dutch, S.L. is the largest shareholder of AmRest Holdings, SE and held 67.05% of its

shares and voting rights. The parent entity of the Group on the top level is Grupo Far-Luca, S.A. de C.V.

These financial statements have been prepared and formulated by the Company’s Board of Directors on 25 February

2026. The Board of Directors considers that the financial statements for 2025 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 2025, which show consolidated profit of Euros 18.2 million and consolidated Equity

of Euros 377.9 million (profit of Euros 13.5 million and 388.5 million, respectively for the financial year 2024).


AMREST HOLDINGS, SE Financial Statements and Directors’ Report
for the year ended 31 December 2025

(all figures in EUR millions unless stated otherwise)

2. Basis of preparation

True and fair view

The Financial Statements for 2025 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, most

recent being those incorporated by Royal Decree 1/2021, of 12 December, effective for fiscal years beginning on or after

1 January 2025, in order to give a true and fair view of the Company’s equity and financial position as of 31 December

2025 and the results of operations, changes in equity and cash flows for the year ended 31 December 2025.

The preparation of the Financial Statements 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 on the carrying amounts of the assets and liabilities

are related to:

The recoverability of the non-current investments in group companies, and the corresponding valuation adjustments for

the difference between the book value and the recoverable amount. In determining the impairment estimate of these non-

current investments in group companies (considering impairment evidence), the future cash flows expected to be

generated by the investees are taken into account using hypotheses based on the existing market conditions).

Despite the fact that the estimates were calculated based on the best information available at 31 December 2025, 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 an understanding of the balance sheet and profit and loss account, some items on 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 on the financial statements present for

comparative purposes, the amounts from the previous financial year, which form part of the financial statements of the

financial year ended 31 December 2024, approved by the Shareholders on 8 May 2025.

Functional and presentation currency

The financial statements are presented in euros, which is the functional and presentation currency of the Company.

3. Accounting policies

3.1 FINANCIAL ASSETS

■ Financial assets at amortised cost:

Included in this category are those financial assets, even those admitted to negotiation in an organised 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.

Contractual cash flows that are solely collections of principal and interest on the principal amount outstanding are

inherent in an agreement that is in the nature of an ordinary or common loan, notwithstanding that the transaction is

arranged at a zero or below-market interest rate.

This category includes credits for commercial operations and credits for non-commercial operations:

• Credits for commercial operations are those financial assets that originate from the company´s sale of goods and

the provision of services for traffic operations of the company with deferred collection, and

• Credits for non-commercial operations are those financial assets that, not being equity instruments or

derivatives, have no commercial origin and whose collections are of a determined or determinable amount, which

derive from loan operations or credit granted by the company.

Initial measurement

The assets recognized in this category are initially recognised at fair value, which is equal to the fair value of the

consideration given, plus any directly attributable transaction costs.


AMREST HOLDINGS, SE Financial Statements and Directors’ Report
for the year ended 31 December 2025

(all figures in EUR millions unless stated otherwise)

However, credits for commercial operations with a maturity not exceeding one year with no 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 the nominal value when the effect of not updating

the cash flows is insignificant.

Subsequent measurement

Financial assets included in this category are valued at their amortised cost. The accrued interest is recorded on the

income statement, applying the effective interest rate method.

However, credits maturing in no more than one year, that, in accordance with the provided in the previous section, are

initially valued at their nominal value, continue to be valued at 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

analyses whether it is appropriate to record an impairment loss.

Impairment

The necessary valuation corrections are made, at least at the 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, is impaired as a result of one or more events occurring after the initial recognition that causes 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 the 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 and discounted at the effective interest rate calculated at the time of initial recognition.

Impairment loss adjustments, as well as their reversal when the amount of said loss decreases for reasons related to a

subsequent event, are recognised 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 recognised on the reversal date if the impairment had

not been recorded.

■ Financial assets at cost:

This category includes the Non-current investments in group companies, multi-group and associated companies.

Initial measurement

Investments included in this category are initially valued at cost, which equals to the fair value of the consideration given

plus any directly attributable transaction costs. Investments in group companies are valued at cost less (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 made such

qualification.

The initial valuation includes the amount of preferential subscription rights and similar rights that may have been

acquired.

Subsequent measurement

Non-current investments in group companies included in this category are valued at cost less impairment losses, if any.

When value must be assigned to these assets due to derecognition or other reason, the weighted average cost method is

applied for homogeneous groups (values with equals rights) Regarding the sale of preferential subscription rights and the

like or segregation of the same to exercise them, the amount of the cost of the rights decreases the book value of the

respective assets. Said cost is determined by applying a generally accepted valuation formula.

Impairment

As a minimum, the necessary valuation adjustments are made at year-end whenever there is objective evidence that the

book value of an investment is not recoverable. The amount of the valuation adjustment is the difference between its

book value and the recoverable amount, understood as the higher of i) its fair value less sales costs and ii) 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, from both its ordinary activities and from its disposal or

derecognition.

Unless there is better evidence of the recoverable amount of non-current investments in group companies, the estimate

of the loss due to impairment of this asset class 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 company, the equity included in the consolidated financial statements 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 income statement. The reversal of impairment is limited to the book value of the investment

that would be recognised on the reversal date if the impairment is not recorded.


AMREST HOLDINGS, SE Financial Statements and Directors’ Report
for the year ended 31 December 2025

(all figures in EUR millions unless stated otherwise)

■ Interest and dividends received from financial assets:

Interest and dividends accrued on financial assets after acquisition are recognised as revenue. Interest is registered for

using the effective interest rate method, while dividends are recognised 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 is recognised

separately, based on maturity. Dividends declared by the pertinent body at the acquisition date are also 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 is

considered as a deduction in the carrying amount of the investment and is not recognised 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.

3.3 FINANCIAL LIABILITIES

Financial liabilities, for valuation purposes, are included in one of the following categories:

■ Financial liabilities at amortized cost:

The company classifies all financial liabilities in this category except when fair value must apply, 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 stem from 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, are not

commercial in origin, but stem 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 and adjusted for any directly attributable transaction costs.

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 insignificant.

Subsequent measurement

Financial liabilities included in this category are valued at their amortised 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 is concluded; that is, when it has been

satisfied, cancelled, or expired.

When the current conditions of a financial liability are substantially modified, it is recorded the derecognition of the original

financial liability is recorded and the new financial liability recognised.

In the case the modifications are not substantially different, the original financial liability is not derecognised. Any

transaction cost or commission incurred adjusts the book value of the financial liability and the amortised cost of the

financial liability is determined by applying the effective interest rate equal to the book value of the financial liability with

the cash flows to be paid under the new conditions from the modification date.

For these purposes, the conditions of the contracts are considered substantially different, among other cases, when the

present value of the cash flows of the new contract, including any commission paid and net of any commission received,

differs by at least ten percent of the present value of the original contact´s remaining cash flows, restating both amounts

at the effective interest rate of the latter.


AMREST HOLDINGS, SE Financial Statements and Directors’ Report
for the year ended 31 December 2025

(all figures in EUR millions unless stated otherwise)

3.4 CURRENT AND DEFERRED TAXES

Income tax includes the current income tax and deferred income tax.

Current and deferred tax are recognised 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 recognised in the same or a different year directly in equity, or from a

business combination.

Current tax assets and liabilities are valued at the amounts that are expected to be paid or recovered from 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 returns.

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 in 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 in 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 tax deduction or tax credit.

Temporary differences arising from the elimination of profits and losses on transactions between group companies are

allocated to the company that recognises 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. When a tax loss cannot be offset by the other consolidated group

companies, these tax credits for loss carryforwards are recognised as deferred tax assets using the applicable

recognition criteria, considering the tax group as a taxable entity.

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 recognised 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 recognised.

Deferred tax assets are recognised to the extent that it is probable that future tax profits will be available to offset the

temporary differences. Deferred tax assets are recognised on temporary differences that arise in investments in

subsidiaries. Associates and joint ventures, except in those cases in which the Company can control the reversal of the

temporary differences and it is likely 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 are expected to apply when the corresponding deferred tax asset is

realised, or the deferred tax liability is settled.

3.5 SHARE- BASE PAYMENT TRANSACTIONS

Share-based payments and employee benefits recognition for the benefit plans of the Company’s employees

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:


AMREST HOLDINGS, SE Financial Statements and Directors’ Report
for the year ended 31 December 2025

(all figures in EUR millions unless stated otherwise)

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

The Company has both equity-settled share-based programs and cash-settled share-based programs.

■ Equity-settled transactions

When the obligation to deliver the instruments is held by the parent company, in the books of the parent, the transaction

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 and the options delivered generally represent an increase in the 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.

■ Cash-settled transactions

When the obligation to deliver the instruments of the parent is held by the subsidiary, the transaction is accounted for as cash-

settled according to NRV 17ª.

If the subsidiary pays the intrinsic fair value of the shares at the settlement date, from the perspective of the parent, the

agreement to deliver options to employees should be considered as a commitment between the parent and the subsidiary to

deliver equity instruments of the parent that would not give rise to any accounting recognition until the date of delivery of the

equity instruments, at which time the parent accounts for the cash received and the increase in equity.

3.6 PROVISIONS AND CONTINGENCIES

Provisions are recognised when the Company has a present obligation, whether legal, contractual implicit or tacit, as a

result of past events, and it is likely 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 recognised 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 recognised as a financial expense as they are accrued.

Provisions with maturity less than or equal to one year, with insignificant financial effect, are not discounted.

When it is expected that part of the disbursement necessary to settle the provision is reimbursed by a third party, the

reimbursement is recognised as an independent asset, provided that its reception is practically certain. The

reimbursement is recognised as income on the income statement of the nature of the expenditure up to the amount of the

provision.

Contingent liabilities, meanwhile, are those possible obligations arising because of past events, the materialisation 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.

3.7 REVENUE 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 from September 2009, therefore the result on the execution of employee stock-option plans, interest and

dividends received from subsidiaries are presented in the revenue of the Company.

- Interest income on financial assets measured at amortised cost is recognised 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 recognised using the effective interest rate method.


AMREST HOLDINGS, SE Financial Statements and Directors’ Report
for the year ended 31 December 2025

(all figures in EUR millions unless stated otherwise)

- Dividend income is recognised as income on the income statement when the right to receive payment is established,

provided that, from the acquisition date, 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 recognised as income and reduce the carrying amount of

the investment.

3.8 FOREIGN CURRENCY TRANSACTIONS

Foreign currency transactions are translated to the functional currency using the spot exchange rate applicable on the

transaction date.

Monetary assets and liabilities denominated in foreign currencies are translated to the functional currency at the closing

rate, while non-monetary assets and liabilities measured at historical cost are translated at the exchange rate prevailing

on the transaction date.

Non-monetary assets measured at fair value are translated to the functional currency at the spot exchange rate on the

date that the fair value is determined. In the statement of cash flows, cash flows from foreign currency transactions are

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 recognised

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 recognised as profit or loss.

3.9 TRANSACTIONS 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 of 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

The Board of Directors of AmRest supervised the risk management system and the internal control system and reviewed

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.

AmRest has a Global Risk Inventory, considering the following 5 risk taxonomies: Operations/infrastructure, Compliance,

Strategy and Planning, Governance and Reporting. Under these taxonomies, the AmRest' Global Risk Inventory

considers different categories of the risk.

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 2025, 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 utilized as needed.

Dependency on the franchisor

AmRest manages KFC, Pizza Hut, Burger King and Starbucks (in Romania, Bulgaria, Germany and Slovakia) as a

franchisee, and therefore a number of factors and decisions related to the business activities conducted by AmRest and

the possibility of renewing or extending the duration of the franchise agreements, depend on the conditions (including

limitations or specifications) imposed by the franchisors or are subject to their consent.

Therefore, in relation to the duration of those agreements, the renewal is not automatic and AmRest cannot guarantee

that after the expiry of the initial periods of duration of the franchise agreements, which are typically ten years, a given

franchise agreement will be extended.


AMREST HOLDINGS, SE Financial Statements and Directors’ Report
for the year ended 31 December 2025

Dependency on cooperation with minority shareholders and Starbucks' call option

AmRest operates Starbucks restaurants in Poland, the Czech Republic and Hungary based on partnership agreements

with Starbucks Coffee International, Inc. The partnerships establishes that Starbucks Coffee International, Inc. is the

minority shareholder of companies operating Starbucks stores in mentioned countries. Therefore, some decisions as part

of the joint business activities are dependent on Starbucks’ consent.

Upon occurrence of an event of default, both AmRest and Starbucks (as the case may be, acting as non-defaulting

shareholder) will have the option to purchase all of the shares of the other shareholder (the defaulting shareholder) in the

terms and conditions foreseen in the corresponding agreements. In the event of a deadlock, Starbucks will have, in the

first place, the option to purchase all the shares of AmRest. In the event of a change of control in AmRest Holdings,

Starbucks will have the right to increase its participation in each of the companies up to 100%.

No exclusivity rights

International Franchise Agreements per se do not typically grant exclusivity rights to the franchisee in the relevant

territories. In order to secure exclusivity rights for a certain territory, franchisees aim to have either a master franchise

agreement or a development agreement with the franchisor. Currently, AmRest does not have master franchise

agreements or development agreements in all territories and cannot secure that it will have exclusivity on certain

territories.

Risks related to the consumption of food products

Changes in consumer preferences, regarding food product or unfavourable information being circulated by traditional or

digital media concerning the quality of the products, could pose a threat to the Group.

Also, the result of the disclosure of unfavourable data prepared by the competent authorities or a certain market sector in

relation to products served in AmRest restaurants and the restaurants of other franchisees of KFC, Pizza Hut, Burger

King, Starbucks, La Tagliatella, Blue Frog and Sushi Shop, could also pose a threat to the Group.

Furthermore, possible diseases (i.e. food poisoning), any health-related issues as a result of eating in AmRest

restaurants and restaurants of other franchisees of KFC, Pizza Hut, Burger King, Starbucks, La Tagliatella, Blue Frog and

Sushi Shop as well as issues related to the functioning patterns of one or more restaurants run by AmRest or the

competitors, could also pose a threat to the Group.

• Food risks can result from a microbiological, chemical (formed during preparation like acrylamide e.g., burned meat,

dark brown fried French fries) or physical factors.

• Risks associated with new technologies - that alter the characteristics of the food, such as genetic modification or

food irradiation, may change the composition of the food, replacing an existing or traditional method of food

production can also lead to a change in the levels of a hazard, such as the levels of pathogenic microorganisms.

• Risks associated with allergenic foods - can range from mild to severe gastrointestinal effects, headaches,

respiratory problems or skin reactions to potentially life-threatening anaphylaxis.

• Food poisoning (e.g., by incautious storage and preparation of food, contaminated food, or water).

• Hormones or antibiotics in meat.

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.

Risk related to increase in the cost of commodities, raw material and goods

Increases in the cost of commodities, raw materials and goods can have an adverse impact on Group's operating profit

margins.

AmRest´s situation is also affected by the need to ensure frequent deliveries of fresh agricultural products and foodstuffs

and anticipating and responding to changes in supplies costs. Also the increased demand for certain products

accompanied by limited supply may lead to difficulties in obtaining these by the Group or to relevant price increases. The

product price increases may have an adverse effect on the Group‘s results, operations and financial standing.


AMREST HOLDINGS, SE Financial Statements and Directors’ Report
for the year ended 31 December 2025

Disruption in the supply chain

Disruption to supply of goods, or to logistics suppliers, resulting in limited access to essential supplies.

The Group cannot rule out the risk related to delivery shortage or interruptions caused by factors such as unfavourable

weather conditions, changes in legal regulations, problems with delivery infrastructure, reduction in available sources

withdrawing some foodstuffs from trading, third-party breach of transport obligations, key suppliers’ bankruptcy or lack of

alternative sources of supply.

The shortages may have an adverse effect on the Group‘s results, operations and financial standing.

Risks related to the incorporation of new business and failed openings of new restaurants

Opening or taking over restaurants operating in a new geographical and political area involves the risk of varying

consumer preferences, a risk of insufficient knowledge of the market, the risk of legal restrictions arising from local

regulations, the ability to obtain the permits required by relevant bodies, the possibility of delays in opening new

restaurants, and the political risk of these countries.

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.

Risks related to the current geopolitical situation

The Company operates in regions with dynamic political climates, which can influence the economy through factors like

currency fluctuations, interest rates, liquidity, supply chain dynamics, and consumer confidence.

In 2025, ongoing geopolitical tensions, including the Russia-Ukraine conflict, instability in the Middle East, and trade

restrictions between major economic blocs, have continued to create uncertainty in the markets where the Group

operates.

AmRest has developed a comprehensive Enterprise Risk Management framework to identify, assess and monitor risks.

This includes geopolitical risks to ensure the company is prepared for different scenarios and can adapt quickly to

changing environments.

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.

Increases in the cost of energy and utilities

Most of the European markets are exposed to the risk of energy and utilities price increases, which may result in a direct

increase in the Group's operating costs.

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.

Credit risk

Exposure to credit risk include cash and cash equivalents and trade and other receivables. With the development of

franchise business, AmRest is getting exposed more to credit risk. Therefore the quality of the franchisees portfolio is a

key priority.

Risks of economic slowdowns


AMREST HOLDINGS, SE Financial Statements and Directors’ Report
for the year ended 31 December 2025

Economic slowdown in the countries where AmRest runs its restaurants may affect the level of consumption expenditure

in these markets, which in turn may affect the results of the AmRest restaurants operating in these markets.

Risk of system breakdowns and temporary breaks in serving customers in restaurants

Risk of systems failures and communication network failures, as well as the potential partial or complete loss of data in

connection with system breakdowns or damage or loss of key tangible fixed assets of the Group might result in temporary

interruptions in serving customers in restaurants, which might have an adverse effect on the Group’s financial results.

Risk of an inadequate security protection and lack of capabilities to respond to cybersecurity threats

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 unauthorized 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.

Likewise, a potential adverse impact on the Group's image or brands may deteriorate its perception with the different

stakeholders.

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.

Loss of market share due to a volatile customer trends or an increase in competition

Failure to anticipate or respond to competitors leads to a loss of market share for the Group and failure to anticipate or

address consumer's preferences in the Group's products, services, or channels.

Risk related with ESG

Inadequate management of environmental, social and governance (“ESG”) aspects in own operations and non-

compliance with the current regulatory framework can lead to reputational, financial or operational consequences.

Additionally, non-sustainable practices by suppliers may create supply chain vulnerabilities and affect brand reputation.

AmRest developed the Global Sustainability Strategy and implemented an effective governance structure of ESG matters

to mitigate these risks and ensure resilience in short and long term time perspective. The Strategy consists of three

pillars: Food, People and Environment, and applies to all AmRest employees and executives across each brand operated

by AmRest in every geography where the Company is present.

Risk related to inefficient pricing and promotion strategy

Pricing and promotional activities not aligned with market conditions or consumer expectations may lead to reduced

demand, margin erosion, and loss of competitiveness, impacting revenue and profitability.

AmRest constantly analyses market trends, consumer behaviour, competition, and price sensitivity in each market to

adjust pricing and promotions. AmRest evaluates competitors, external factors such as inflation, disposable income and

regulatory changes, all to ensure strategies remain effective and profitable.

5. Financial instruments

Analysis by categories:

The net book value of each one of the categories of financial instruments established in the registration and valuation rule

for “Financial Instruments” except for investments in the equity of group was as follows:


AMREST HOLDINGS, SE Financial Statements and Directors’ Report
for the year ended 31 December 2025

Financial Assets:


	Non-current financial assets
Categories 2025	Equity Instruments	Debt Securities	Loans and Other
Financial Assets at Amortised Cost	—	—	189.8
Total	—	—	189.8


	Current financial assets
Categories 2025	Equity Instruments	Debt Securities	Loans and Other
Financial Assets at Amortised Cost	—	—	46.3
Total	—	—	46.3


	Non-current financial assets
Categories 2024	Equity Instruments	Debt Securities	Credits and Other
Financial Assets at Amortised Cost	—	—	157.6
Total	—	—	157.6
	Current financial assets
Categories 2024	Equity Instruments	Debt Securities	Credits and Other
Financial Assets at Amortised Cost	—	—	93.5
Total	—	—	93.5

Financial Liabilities:


	Non-current financial liabilities
Categories 2025	Debts with Financial Institutions	Bonds and other negotiable securities	Derivatives and others
Financial liabilities at Amortised Cost	337.5	—	—
Total	337.5	—	—
	Current financial liabilities
Categories 2025	Debts with Financial Institutions	Bonds and other negotiable securities	Derivatives and others
Financial liabilities at Amortised Cost	52.1	—	3.5
Total	52.1	—	3.5
	Non-current financial liabilities
Categories 2024	Debts with Financial Institutions	Bonds and other negotiable securities	Derivatives and others
Financial liabilities at Amortised Cost	389.9	—	—
Total	389.9	—	—
	Current financial liabilities
Categories 2024	Debts with Financial Institutions	Bonds and other negotiable securities	Derivatives and others
Financial liabilities at Amortised Cost	11.7	—	3.9
Total	11.7	—	3.9

Analysis by maturity:

As of 31 December 2025 and 2024, the amounts of financial instruments with a determined or determinable maturity

classified by year of maturity were the following:


AMREST HOLDINGS, SE Financial Statements and Directors’ Report
for the year ended 31 December 2025

Financial assets:


2025	2026	2027	2028	2029	Subsequent years	Total
Loans to group companies	33.7	65.9	69.1	2.4	52.4	223.5
Trade and other receivables	0.5	—	—	—	—	0.5
Other financial assets with group companies	12.1	—	—	—	—	12.1
Total	46.3	65.9	69.1	2.4	52.4	236.1

2024	2025	2026	2027	2028	Subsequent years	Total
Loans to group companies	80.1	27.6	63.8	12.8	53.4	237.7
Trade and other receivables	0.9	—	—	—	—	0.9
Other financial assets with group companies	12.5	—	—	—	—	12.5
Total	93.5	27.6	63.8	12.8	53.4	251.1

Financial Liabilities:


2025	2026	2027	2028	2029	Subsequent years	Total
Debts with financial Institutions	52.1	52.1	281.4	—	—	385.6
Debts with group companies	1.1	4.0	—	—	—	5.1
Trade and other payables	2.4	—	—	—	—	2.4
Total	55.6	56.1	281.4	—	—	393.1

2024	2025	2026	2027	2028	Subsequent years	Total
Debts with financial Institutions	11.7	59.1	59.1	265.8	—	395.7
Debts with group companies	1.8	—	5.9	—	—	7.7
Trade and other payables	2.1	—	—	—	—	2.1
Total	15.6	59.1	65.0	265.8	—	405.5

6. Investments in group companies

The value of the Company´s shares in its subsidiaries as of 31 December 2025 and 2024 was as follow:


	31 December 2025		31 December 2024
	Interest ownership	Value of Shares	Interest ownership	Value of Shares	Dividends declared in 2025	Dividends declared in 2024
AmRest Sp. z o.o.	100%	302.6	100%	269.5	40.0	37.5
AmRest China Group PTE Ltd.	100%	46.2	100%	40.5	—	—
AmRest s.r.o.	100%	7.6	100%	7.5	25.7	9.3
AmRest France SAS	100%	96.2	100%	130.0	—	—
AmRest EOOD	100%	4.2	100%	4.2	7.2	—
AmRest Global S.L.U.	100%	8.5	100%	8.4	—	—
AmRest Coffee SRB d.o.o.	100%	0.7	100%	0.7	—	—
		466.0		460.8	72.9	46.8

The movement of the equity instruments in group companies as of 31 December 2025 was as follow:


AMREST HOLDINGS, SE Financial Statements and Directors’ Report
for the year ended 31 December 2025


	31 December 2024	Increase	Decrease	Share-base plans	31 December 2025
Cost
AmRest Sp. z o.o.	269.5	33.0	—	0.1	302.6
AmRest China Group PTE Ltd.	40.5	5.7	—	—	46.2
AmRest s.r.o.	7.5	—	—	0.1	7.6
AmRest France SAS	130.0	—	—	—	130.0
AmRest EOOD	4.2	—	—	—	4.2
AmRest Global S.L.U.	8.4	—	—	0.1	8.5
AmRest Coffee SRB d.o.o.	0.7	—	—	—	0.7
	460.8	38.7	—	0.3	499.8

Impairment
AmRest France SAS	—	(33.8)	—	—	(33.8)
	—	(33.8)	—	—	(33.8)

Total Equity instruments in Group companies	460.8	4.9	—	0.3	466.0

The main movements occurred during 2025 were:

• On 27 March 2025, the sole shareholder of AmRest China Group PTE Ltd approved a capital increase of EUR 5.7

million, which was fully paid up by cash.

• On 22 September 2025, the sole shareholder of AmRest Sp. z.o.o. approved a capital increase of EUR 33.0 million,

which was fully paid up by cash.

• The investment value of some subsidiaries was affected by the valuation of share-based payments plans (Note 10.4

and 13).

The movement of the equity instruments in group companies as of 31 December 2024 was as follow:


	31 December 2023	Increase	Decrease	Share-base plans	31 December 2024
Cost
AmRest Sp. z o.o.	272.6	—	—	(3.1)	269.5
AmRest China Group PTE Ltd.	40.8	—	—	(0.3)	40.5
AmRest s.r.o.	7.8	—	—	(0.3)	7.5
AmRest France SAS	69.7	60.5	—	(0.2)	130.0
AmRest EOOD	4.3	—	(0.1)	—	4.2
AmRest Acquisition Subsidiary	61.0	—	(61.0)	—	—
AmRest Global S.L.U.	9.1	—	—	(0.7)	8.4
AmRest Coffee SRB d.o.o.	0.7	—	—	—	0.7
	466.0	60.5	(61.1)	(4.6)	460.8

Impairment
AmRest Acquisition Subsidiary	(15.8)	—	15.8	—	—
	(15.8)	—	15.8	—	—

Total Equity instruments in Group companies	450.2	60.5	(45.3)	(4.6)	460.8

The main movements occurred during 2024 were:

• On 31 December 2024 AmRest Acquisition Subsidiary Ltd, was deregistered. As a consequence of the liquidation of

AmRest Acquisition Subsidiary, the Company derecognised a loan granted by AmRest Acquisition Subsidiary Ltd,

amounting to EUR 45.3 million, that was outstanding at the liquidation date. The Company recognised positive result

of EUR 0.1 million in the income statement "Impairments of investments and loans in group companies".

• On 12 December 2024, the sole shareholder of AmRest France SAS approved a capital increase of EUR 60.5

million, which was fully paid up by offsetting the liquid and enforceable loans that AmRest Holdings SE had granted

to AmRest France SAS.


AMREST HOLDINGS, SE Financial Statements and Directors’ Report
for the year ended 31 December 2025

• The investment value of some subsidiaries was affected by the valuation of share-based payments plans (Note 13).

Equity investment impairment test for group companies:

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 on 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 on

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, considering the subgroup in the investee holding

entities. Additionally, other considerations such as decrease in the activity of the investees or other situations that could

indicate signs of impairment in the companies, are taken into account.

31 December 2025

As of 31 December 2025, the Company identified impairment indicators for its investments in AmRest China Group PTE

Ltd, AmRest Global, S.L, AmRest France SAS, AmRest Coffee SRB d.o.o. and AmRest s.r.o.

-AmRest China Group PTE Ltd: The hypothesis considered in the impairment testing of AmRest China Group PTE Ltd

considered an average EBITDA margin of 7.6%, a pre-tax rate of 10,9% and a post-tax discount rate applied of 8.9%. For

the terminal value calculation a perpetual growth rate of 1.6% is considered from 2030 exercise.

-AmRest Global, S.L: The hypothesis considered in the impairment testing of AmRest Global,S.L.considered an average

EBITDA margin of 24.1%, a pre-tax rate of 12.7% and a post-tax discount rate applied of 10.6%. For the terminal value

calculation a perpetual growth rate of 2.2% has been considered from 2030 exercise.

-AmRest France SAS: The hypothesis considered in the impairment testing of AmRest France SAS, considered an

average EBITDA margin of 7.6%, a pre-tax rate of 11% and a post-tax discount rate applied of 9.1%. For the terminal

value calculation a perpetual growth rate of 1.9% has been considered from 2030 exercise.

-AmRest Coffee SRB d.o.o: The hypothesis considered in the impairment testing of AmRest Coffee SRB d.o.o.

considered an average EBITDA margin of 8.8%, a pre-tax rate of 15.8% and a post-tax discount rate applied of 14.4% .

For the terminal value calculation a perpetual growth rate of 3.2% has been considered from 2030 exercise.

-AmRest s.r.o: The hypothesis considered in the impairment testing of AmRest s.r.o. considered an average EBITDA

margin of 13.7%, a pre-tax rate of 11.6% and a post-tax discount rate applied of 9.7%. For the terminal value calculation a

perpetual growth rate of 2% has been considered from 2030 exercise.

As a result of the above analysis, impairment amounting to EUR 33.8 million for the investment in AmRest France SAS

was recognised as of 31 December 2025, as the carrying amount exceeded the recoverable amount.

The company carried out a sensitivity analysis for the impairment tests performed. The sensitivity analysis examined the

impact of changes in the:

• discount rate applied,

• weighted average budgeted EBITDA margin,

• growth rate for residual value,

• assuming other factors remain unchanged.

The objective of the sensitivity analysis is to determine if reasonable possible changes in the main financial assumptions

would lead to the recognition of impairment loss.

For the discount rate, growth rate, and weighted average budgeted EBITDA margin, a reasonable possible change was

determined as 10% of the input data, applicable for a 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%.

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. the carrying amount would not exceed the recoverable amount, for all the

entities, except AmRest Coffee SRB d.o.o and AmRest France SAS.

In the case of AmRest Coffee SRB d.o.o., the following table presents the scenario where changes in assumptions would

lead to the potential impairment. For the remaining scenarios, no impairment risk was identified:


AMREST HOLDINGS, SE Financial Statements and Directors’ Report
for the year ended 31 December 2025


Input / Change in input	Impairment loss recognition (EUR million)
Input / Change in input	Impairment loss recognition (EUR million)
Discount rate
10% of base value	(0.3)
5% of base value	(0.1)
Weighted average budgeted EBITDA margin value
(-10%) of base value	(0.6)
(-5%) of base value	(0.2)

In the case of AmRest France SAS, the following table presents the scenario where changes in assumptions would lead

to the change in the amount of impairment recognised as at 31 December 2025:


Input / Change in input	(Increase)/ Decrease in impairment loss (EUR million)
Input / Change in input	(Increase)/ Decrease in impairment loss (EUR million)
Discount rate
10% of base value	(9.8)
5% of base value	(5.2)
(-5%) of base value	5.8
(-10%) of base value	12.5
Weighted average budgeted EBITDA margin value
10% of base value	16.9
5% of base value	8.4
(-5%) of base value	(8.4)
(-10%) of base value	(16.9)
Growth rate
10% of base value	1.8
5% of base value	0.9
(-5%) of base value	(0.9)
(-10%) of base value	(1.7)

31 December 2024

As of 31 December 2024, the Company identified impairment indicators for its investments in AmRest China Group PTE

Ltd, AmRest Global, S.L, AmRest France SAS and AmRest Coffee SRB d.o.o.

-AmRest China Group PTE Ltd: The hypothesis considered in the impairment testing of AmRest China Group PTE Ltd

considered an average EBITDA margin of 8.15%, a pre-tax rate of 11.9% and a post-tax discount rate applied of 9.81%.

For the terminal value calculation a perpetual growth rate of 2% is considered from 2029 exercise.

-AmRest Global, S.L: The hypothesis considered in the impairment testing of AmRest Global,S.L.considered an average

EBITDA margin of 23.8%, a pre-tax rate of 13.04% and a post-tax discount rate applied of 10.82% . For the terminal

value calculation a perpetual growth rate of 2.2% has been considered from 2029 exercise.

-AmRest France SAS: The hypothesis considered in the impairment testing of AmRest France SAS, considered an

average EBITDA margin of 8.2%, a pre-tax rate of 11.54% and a post-tax discount rate applied of 8.87% . For the

terminal value calculation a perpetual growth rate of 1.8% has been considered from 2029 exercise.

-AmRest Coffee SRB d.o.o: The hypothesis considered in the impairment testing of AmRest Coffee SRB d.o.o.

considered an average EBITDA margin of 8.5%, a pre-tax rate of 15.6% and a post-tax discount rate applied of 14.0% .

For the terminal value calculation a perpetual growth rate of 3.1% has been considered from 2029 exercise.

As a result of the above analysis, no impairments were recognised as of 31 December 2024, as the carrying amount did

not exceed the recoverable amount.

The company carried out a sensitivity analysis for the impairment tests performed. The sensitivity analysis examined the

impact of changes in the:

• discount rate applied,

• weighted average budgeted EBITDA margin,

• growth rate for residual value,

• assuming other factors remain unchanged.

The objective of the sensitivity analysis is to determine if reasonable possible changes in the main financial assumptions

would lead to the recognition of impairment loss.


AMREST HOLDINGS, SE Financial Statements and Directors’ Report
for the year ended 31 December 2025

For the discount rate, growth rate, and weighted average budgeted EBITDA margin, a reasonable possible change was

determined as 10% of the input data, applicable for a 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%.

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. the carrying amount would not exceed the recoverable amount, for all the

entities, except AmRest France SAS.

In the case of AmRest France SAS, the following table presents the scenario where changes in assumptions would lead

to the potential impairment. For the remaining scenarios, no impairment risk was identified:


Input / Change in input	Impairment loss (EUR million)
Input / Change in input	Impairment loss (EUR million)
Discount rate
10% of base value	(4.3)
Weighted average budgeted EBITDA margin value
(-10%) of base value	(9.8)


AMREST HOLDINGS, SE Financial Statements and Directors’ Report
for the year ended 31 December 2025

The details of the main subsidiaries are presented below:


Company name	Registered office	2025				2024
Holding activity		Total Equity	Net result	Operating result	Dividends distributed	Total Equity	Net result	Operating result	Dividends distributed
AmRest China Group PTE Ltd	Singapore	19.9	(1.4)	(0.1)	—	8.6	(0.5)	(0.1)	—
AmRest France SAS	Paris France	85.3	0.1	1.0	—	91.8	(1.8)	(0.2)	—
Amrest Global S.L.U.	Madrid Spain	11.9	1.1	2.5	—	9.1	2.2	3.7	—


Company name	Registered office	2025				2024
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	637.1	49.0	38.1	40.0	584.2	97.6	42.4	37.5
AmRest s.r.o.	Prague Czechia	19.8	7.7	4.9	25.7	36.5	20.6	29.0	9.3
AmRest EOOD	Sofia Bulgaria	7.2	2.6	2.7	7.2	11.8	2.8	3.1	—
AmRest Coffee SRB d.o.o.	Belgrade Serbia	0.2	(0.4)	(0.3)	—	0.7	(0.1)	0.1	—

The data above were derived from local documentation of the main subsidiaries in accordance with local GAAPs in each country. In some countries, the local audits for 2025 have

not finalised.


AMREST HOLDINGS, SE Financial Statements and Directors’ Report
for the year ended 31 December 2025

7. Financial assets at amortised cost

As of 31 December 2025 and 2024, the financial assets at amortised cost were composed as followed:


	31 December 2025	31 December 2024
Non current
Loans to group companies (Note 16)	189.8	157.6
	189.8	157.6
Current
Trade and other receivables	0.5	0.9
Loans to group companies (Note 16)	33.7	80.1
Other financial assets with group companies (Note 16)	12.1	12.5
	46.3	93.5

-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 2026 (Note 5).

To estimate the potential impairment of the Company's financial assets and given that the fair value of these assets 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

methods and assumptions used are the same as those applied to estimate the impairment of investments in group

companies (Note 6).

The Company considers that there are indications of impairment in its credits to group companies, if the net book value of

the investment exceeds the theoretical book value of the equity of the company. Additionally, other considerations such as

decrease in the activity of the investees or other situations that could indicate signs of deterioration in the companies.

As a result of the impairment analysis done by the Company in 2025, the following movements, mainly, took place:

• On 23 January 2025, the Court registered the merger between AmRest Pizza GmbH and AmRest DE. As a result

of the merger, the existing loan between the dissolved entity, AmRest Pizza GmbH and AmRest Holdings, SE.,

was transferred to and assumed by AmRest DE. The Company recognized, during 2025, an impairment reversal

of EUR 3.1 million (existing impairment as of 31st December 2024) as the recoverable amount of AmRest DE.

was higher than the net book value of the investment.

In 2024 the total amount of loans with the entity AmRest Pizza GmbH was fully impaired as it was a dormant

entity. In 2024, the Company registered an impairment loss of EUR 0.1 million (Note 16).

• During 2025, AmRest Topco France, SAS repaid partially the existing loan granted by AmRest Holdings, and the

Company registered a partial reversal of the existing impairment amounting to EUR 0.1 million, which was

registered in 2024 as a result of the closure of its business. In 2024, the Company registered an impairment loss

of EUR 0.7 million (Note 16).

• During 2025, AmRest Opco France, SAS repaid the existing loans granted by AmRest Holdings, SE. and the

company registered an impairment reversal of EUR 8.9 million. In 2024, the Company registered an impairment

loss of EUR 8.9 million (Note 16).

Based on the analysis performed, the Company did not recognise additional impairment losses associated with loans to

other group companies.

-Other current financial assets with group companies

As of 31 December 2025 and 2024, the other current financial assets with group companies, mainly included the

reciprocal balances from the accounting of income tax under the consolidated tax regime (Note 14 and 16).

-Trade and other receivables:

As of 31 December 2025 and 2024, the trade and other receivables were composed as follows (Note 5):


	31 December 2025	31 December 2024
Trade and other receivables with group companies (Note 16)	0.5	0.9
Impairment on other accounts receivables with group companies (Note 16)	—	—
Total Trade and other receivables	0.5	0.9


AMREST HOLDINGS, SE Financial Statements and Directors’ Report
for the year ended 31 December 2025

The analysis of the movements of the impairment losses deriving from the credit risk of financial assets recognised as at

amortised cost was as follows:


	Year ended
	31 December 2025	31 December 2024
Balance at the beginning of the year	—	(1.7)
Increase (Note 16)	—	—
Write off	—	1.7
Balance at the end of the financial year	—	—

The accounting values of the financial assets at amortised cost as of 31 December 2025 and 2024 were denominated in

the following currencies:

2025


Millions of foreign currency	Denominated in CZK	Denominated in USD
Assets foreign currency
Total non-current assets foreign currency	—	—
Total current assets foreign currency	—	0.7
Total assets foreign currency	—	0.7

2024


Millions of foreign currency	Denominated in CZK	Denominated in USD
Assets foreign currency
Total non-current assets foreign currency	—	—
Total current assets foreign currency	6.2	9.0
Total assets foreign currency	6.2	9.0

8. Financial assets at cost

This item classified the Investments in Group Companies (Note 6).

9. Cash and cash and equivalents

Cash and cash equivalents as of 31 December 2025 and 2024 are presented in the table below:


	31 December 2025	31 December 2024
Cash at bank	21.0	13.1
Cash equivalents	1.0	1.0
Total	22.0	14.1

Cash and cash equivalents were deposited in financial institutions of high credit quality, according to the rating received

by international rating agencies.

10. Equity

10.1 Share capital

There were no changes in share capital of the Company in year 2025.

All shares issued are subscribed and fully paid. The par value of each share is EUR 0.1. As of 31 December 2025 and as

of 31 December 2024 the Company had 219,554,183 shares issued.

All the shares are ordinary shares and have the same economic and voting rights. 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 2025, in accordance with the information publicly available,

AmRest Holdings, SE had the following shareholder structure:


AMREST HOLDINGS, SE Financial Statements and Directors’ Report
for the year ended 31 December 2025


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%
FYNVEUR S.C.A.	11,612,680	5.29%
Nationale-Nederlanden PTE SA	10,742,600	4.89%
PTE Allianz Polska SA	9,531,792	4.34%
Other Shareholders	40,463,351	18.43%

* Mr. Carlos Fernández González indirectly controls the majority of the shareholding and voting rights in FCapital Dutch, S.L. (direct shareholder of the stake

appearing in the above table).

On February 2, 2026, Nationale-Nederlanden Powszechne Towarzystwo Emerytalne S.A. reduced its share of voting

rights in AmRest Holding SE to below 3% (2.998%) following the disposal of 4,160,215 shares.

To the best of AmRest’s knowledge as of 31 December 2024, in accordance with the information publicly available,

AmRest Holdings, SE 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%
FYNVEUR S.C.A.	11,612,680	5.29%
Nationale-Nederlanden PTE SA	10,742,600	4.89%
PTE Allianz Polska SA	9,531,792	4.34%
Other Shareholders	40,463,351	18.43%

* Mr. Carlos Fernández González indirectly controls the majority of the shareholding and voting rights in FCapital Dutch, S.L. (direct shareholder of the stake

appearing in the above table).

10.2 Reserves

The composition of reserves as of 31 December 2025 and 2024 was as follows:


	31 December 2025	31 December 2024
Other reserves	109.2	102.4
Legal reserves	4.4	4.4
Total	113.6	106.8

Other reserves

The movement of the other reserves as of 31 December 2025 and 2024 was as follow:


	YEAR ENDED
	31/12/2025	31/12/2024
Initial balance	102.4	98.3
Cash settled plan (Note 13)	3.1	1.9
Value of disposed treasury shares (Note 10.3)	(5.1)	(2.0)
Transfer of profit or loss to reserves (Note 11)	8.8	4.2
Ending balance	109.2	102.4

Legal reserves

The legal reserves have been accrued according to section 274 of the Capital Companies Act, which establishes that,

without exception, an amount of 10% of the profit for the period will be distributed to legal reserves until it reaches, at

least, 20% of the share capital.

Reserves cannot be distributed and are used to offset losses. When no further reserves are available, they will be

replaced with future profits.

As of 31 December 2025 and 31 December 2024, the company had fully endowed this reserve with the minimum limit

established.


AMREST HOLDINGS, SE Financial Statements and Directors’ Report
for the year ended 31 December 2025

10.3 Treasury shares

As of 31 December 2025, AmRest held 5 659 048 own shares representing 2.58% of the share capital (2 927 790 shares

in 2024 representing 1.33% of the share capital). The movement of treasury shares for the stock option plan was as

follows:


	YEAR ENDED
	31 December 2025	31 December 2024
Initial Balance	(18.4)	(9.9)
Purchase of treasury shares	(12.9)	(10.5)
Value of disposed treasury shares	5.1	2.0
Ending Balance	(26.2)	(18.4)

10.4 Other equity instruments

The movement of the accrual for the equity instruments of the stock option and LTI plan was as follow:


	YEAR ENDED
	31 December 2025	31 December 2024
Initial balance	(19.1)	(14.5)
Equity share-based plan accrual	0.3	0.8
Cash settled plan	—	(5.3)
Value of disposed treasury shares	—	(0.1)
Ending balance	(18.8)	(19.1)

10.5 Adjustments for changes in value

The balance of the adjustments for changes in value was as follow:


	31 December 2025	31 December 2024
Currency translation reserve	(6.7)	(6.7)
Adjustments for changes in value	(6.7)	(6.7)

The foreign currency translation reserve item included the result of changing the functional and presentation currency

from PLN to EUR. The change occurred in the FY 2018, when the 2017 financial statements that were published on the

Warsaw Stock Exchange in Polish zlotys (PLN) were converted to the current presentation currency, which is the euro

(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 the issue of shares made by shareholders prior to becoming a public entity.

There were no transactions in the share premium in 2025 and 2024.

11. Distribution of result

The Board of Directors proposed the following distribution of the benefits for the year ended 31 December 2025 and the

shareholders approved the following for 31 December 2024.


	YEAR ENDED
	31 December 2025	31 December 2024
Basis of Distribution
Profit and loss for the period in EUR	31,611,545.8	23,971,976.7

Distribution
Voluntary Reserves	16,638,886.5	4,014,461.6
Interim Dividend	14,972,659.3	15,167,738.0
Offsetting of prior years' losses	—	4,789,777.0
	31,611,545.8	23,971,976.6


AMREST HOLDINGS, SE Financial Statements and Directors’ Report
for the year ended 31 December 2025

In 2025, according to a resolution of the Board of Directors dated on 10 December 2025, an interim dividend of 0.07

euros per share, totalling EUR 15.0 million, was distributed to shareholders on 22 December 2025.

In 2024, according to a resolution of the Board of Directors dated on 11 December 2024, an interim dividend of 0.07

euros per share, totalling EUR 15.2 million, was distributed to shareholders on 23 December 2024.

These amounts to be distributed did not exceed the results obtained since the end of the last financial year, net of the

estimated corporate income tax payable on these results, in line with the provisions of article 277 of the Capital

Companies Act (Consolidated Text) of RD 1/2010 of 2 July 2010.

The provisional accounting statement prepared in accordance with the legal requirements and which showed the

existence of sufficient liquidity for the distribution of the aforementioned dividend is set out below:



Net profit	32.9
Prior year´s negative results	—
Maximum distributable amount	32.9
Available liquidity	36.2

Details of non-distributable reserves as of 31 December 2025 and 2024 are as follows:


	31 December 2025	31 December 2024
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 2025,

Voluntary Reserves and Share Premium were totally distributable.

12. Financial liabilities at amortized cost

As of 31 December 2025 and 2024 the financial liabilities at amortised cost were composed as follow:


	31 December 2025	31 December 2024
Non current
Debts with financial institutions	333.5	384.0
Debts with group companies (Note 16)	4.0	5.9
Total non-current	337.5	389.9

Current
Debts with financial institutions	52.1	11.7
Debts with group companies (Note 16)	1.1	1.8
Trade and other payables to third parties	0.9	0.4
Trade and other payables to group companies (Note 16)	1.5	1.7
Total current	55.6	15.6
Total	393.1	405.5

-Debts with financial institutions:

Key characteristics of the loans and borrowings with financial institutions:


Currency	Loans/bonds	Effective interest rate	Final maturity	31 December 2025	31 December 2024
EUR	Syndicated bank loan 2023	3M EURIBOR+margin	2028	270.2	278.7
PLN	Syndicated bank loan 2023	3M WIBOR+margin	2028	115.4	117.0
Total				385.6	395.7

In December 2023 the Group signed Syndicated Bank Loan agreement. Various transaction costs directly attributable to

the issuance of that loan were deducted from the initial fair value of the new debt and are included in the calculation of

the amortized cost of the borrowing.

The Group is required to meet certain ratios as agreed with financing institutions. Those covenants are tested at the end

of each quarter. The covenants established in financing agreements monitor: relation between total net debt and EBITDA,

relation between EBITDA and debt service charges and relation between total equity and total assets. All of the above

ratios are calculated according to the definitions included in the loan agreement. Except for the last one, the covenants

are calculated on a non-IFRS16 basis. The covenants were met as of 31 December 2025.


AMREST HOLDINGS, SE Financial Statements and Directors’ Report
for the year ended 31 December 2025

During 2025, the Company drew and repaid amounts under the credit limits assigned under the BBVA loan agreement. In

March 2025, a revolving credit facility with BBVA Bank was signed for credit limit of EUR 35.0 million which expired in

December 2025.

Available credit limits

The Company had the following unused credit limits and available tranches as of 31 December 2025 and 31 December

2024:


	31 December 2025	31 December 2024
Available Tranche B of Syndicated bank loan 2023	-	70.0
Syndicated bank loan 2023 credit line	130.0	130.0
Total	130.0	200.0

Under the Syndicated Group loan agreement, AmRest Sp. z o.o. drew down EUR 30.0 million from Tranche B in January

2025 and a further EUR 40.0 million in December 2025.

Collaterals on borrowings

The Syndicated Bank Loan is jointly and severally guaranteed by the Borrowers (AmRest Holdings SE and AmRest Sp. z

o. o.) and other Group companies, in particular, AmRest s.r.o., AmRest Coffee Deutschland Sp. z o. o. & Co.KG, AmRest

DE Sp. z o. o. & Co.KG, AmRest Kft, AmRest Coffee S.R.L, AmRest Tag S.L.U., Restauravia Food S.L.U., Pastificio

Service S.L.U.

Additionally, pledge on the shares of Sushi Shop Group and AmRest France SAS has been established as security for

the bank financing.

-Debts with group companies:

This item consisted mostly of reciprocal balances with group companies originating from the accounting of the income tax

under the consolidation tax regime (Notes 14 and 16).

-Trade and other payables:

As of 31 December 2025 and 2024 the trade and other payables were composed as follows:


	31 December 2025	31 December 2024
Trade and other payables with third parties	0.9	0.4
Trade and other payables with group companies (Note 16)	1.5	1.7
Total trade and other payables	2.4	2.1

Information on average payment period to suppliers. Third additional regulation “Information requirement” of Law 15/2010

of July 5.


	31 December 2025	31 December 2024
Number of days:
Average payment to suppliers	31	30
Ratio of payments	43	37
Ratio of outstanding invoices	4	2
Millions of EUR:
Total payments	3.9	6.9
Outstanding invoices	1.6	1.8
Amount payments<60 days	3.2	4.6
Number of invoices paid < 60 days	401	342
% Amount of payments made < 60 days out of the total payments	83%	70%
% Number of invoices paid < 60 days out of the total payments	86%	73%

The maximum legal period applicable to the Company 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 once again amends, the Law on the average

supplier payment period, requiring all trading companies that do not present abridged financial statements to expressly

include in the corresponding notes to their financial statements their average supplier payment period and extending the

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.


AMREST HOLDINGS, SE Financial Statements and Directors’ Report
for the year ended 31 December 2025

The accounting values of the financial liabilities at amortised cost as of 31 December 2025 and 2024 were denominated

in the following currencies:


2025	Denominated in PLN
Liabilities foreign currency
Total non-current liabilities foreign currency	99.7
Total current liabilities foreign currency	15.7
Total liabilities foreign currency	115.4
2024
Liabilities foreign currency
Total non-current liabilities foreign currency	113.0
Total current liabilities foreign currency	4.0
Total liabilities foreign currency	117.0

13. Employee benefits and share based payments

There are several shares based payments plans in AmRest Group as of 31 December 2025. Since 2021 the Group

introduced share based payments programs referred as Long Term Incentive plan (LTI). Earlier, the Group was granting

options within programs referred as Stock Option and Management Incentive Plans.

Long Term Incentive Plans

In 2021 the Group introduced Long Term Incentive (LTI) Program which is addressed to members of the management

team and other relevant personnel of the Group. Participants of the LTI plans have the opportunity to receive AmRest

shares. Under each annual program participants are granted three tranches with different vesting periods. The number of

shares to be finally received by participant that stays within Group during vesting period is linked to the Group’s

performance defined as realization of Global EBITDA for three years following the date of approval of each annual grant.

The rights under the LTI Plans are granted as an amount (denominated in payroll currency of each participant). The grant

date for each annual plan takes place at the vesting date of the 1st tranche. At the grant date the LTI rights are evaluated

and converted into number of shares, and subsequently the shares are transferred to the participant’s brokerage account.

As a rule, there are no cash settlement alternatives under LTI plans.

The number of shares to be received is determined according to the following formula:

N = [(Grant ÷ ExRate) ÷ VWAP] × M,

where:

• Grant is the value allocated to participant, 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 share expressed in EUR, during the month preceding the

vesting date of the 1st tranche,

• M is the multiplier which depends on the degree of non-market performance conditions realization (minimum 0%,

maximum 200%).

These programs are considered cash-settled under the terms of NRV17 from 1 January 2024.

On 1 January 2024, the parent company signed an agreement with its subsidiaries whereby all obligations towards the

employee are transferred to the subsidiary, and the parent company is no longer the obligor in the main legal relationship.

Therefore, as of 1 January 2024, the subsidiary assumes the commitment to deliver shares of the parent company to its

employees, and the transaction should therefore be considered as cash-settled under the terms of NRV17.

According to the aforementioned agreement signed on 1 January 2024, the subsidiary pays the intrinsic fair value of the

agreement, i.e. the fair value of the shares on the settlement date.

During 2025, the parent company, AmRest Holdings, SE. invoiced EUR 3.1 million to its subsidiaries, corresponding to

the fair value of the shares settled during the year (EUR 1.9 million during 2024).

Stock Option and Management Incentive Plans

Stock Option and Management Incentive Plans are share option plans. Under these plans, entitled participants received

the options at agreed exercise prices. Annual plans consisted of 3 tranches each, with vesting period of 3, 4 and 5 years.

Participants are entitled to exercise options and receive shares if remain within the group during the vesting periods.

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. Vested options can be exercised within 10 years from the grant

date of each program, otherwise they expire.The fair value of option plans has been measured using the Black-Scholes

formula and determined by an external actuary.

These programs are considered equity-settled under the terms of NRV17.

As of 31 December 2025 there are 5 share option plans:


AMREST HOLDINGS, SE Financial Statements and Directors’ Report
for the year ended 31 December 2025

• Stock Option Plan (SOP 2005-2016) – fully vested,

• Stock Option Plan (SOP 2017-2019) – fully vested,

• Management Incentive Plan (MIP 2017-2019) – fully vested,

• Stock Option Plan (SOP 2020) – fully vested,

• Management Incentive Plan (MIP 2020-2021) – the plan will be fully vested in May 2026.

The key terms and conditions for the active share options plans as of 31 December 2025 are presented in the table

below:


Grant date	Terms and conditions for vesting of the options	Option exercise price in EUR
SOP 2005-2016
30 April 2016	1-5 years, 20% per annum	5.35
SOP 2017-2019
30 May 2017	3-5 years, 60% after 3rd year, 20% after 4th and 5th year	8.14
30 April 2018		10.91
1 October 2018		10.63
30 April 2019		9.62
MIP 2017- 2019
1 October 2018	3-5 years, 33% per annum	14.54
26 March 2019		14.49
13 May 2019		12.10
SOP 2020
13 July 2020	3-5 years, 60% after 3rd year, 20% after 4th and 5th year	4.99
1 October 2020	3-5 years, 60% after 3rd year, 20% after 4th and 5th year	5.78
MIP 2020-2021
10 February 2020	3-5 years, 33% per annum	15.10
1 October 2020		7.90
1 February 2021		7.71
23 March 2021		6.08
1 May 2021		9.50

The number of options, movements in number of options and weighted average of the exercise prices (WAEP) of options

during the year ended 31 December 2025 and 2024 are presented in table below:


Number of options 2025 (in thousands)	WAEP in EUR	MIP 2020-2021	SOP 2020	MIP 2017- 2019	SOP 2017-2019	SOP 2005-2016
At the beginning of the period	8.68	2,400	1,986	700	3,592	209
Exercised during the period	3.14	-	-	-	-	(21)
Expired during the period	8.01	-	(102)	-	(252)	(28)
Forfeited during the period	5.82	-	(29)	-	-	-
Outstanding at the end of the period	8.73	2,400	1,855	700	3,340	160
- including exercisable as of the end of the period	8.76	2,200	1,855	700	3,340	160

Number of options 2024 (in thousands)	WAEP in EUR	MIP 2020-2021	SOP 2020	MIP 2017- 2019	SOP 2017-2019	SOP 2005-2016
At the beginning of the period	8.14	2,400	2,031	700	3,710	255
Exercised during the period	4.73	-	(9)	-	-	(43)
Expired during the period	9.25	-	-	-	(113)	(3)
Forfeited during the period	6.22	-	(36)	-	(5)	-
Outstanding at the end of the period	8.68	2,400	1,986	700	3,592	209
- including exercisable as of the end of the period	8.87	1,400	1,604	700	3,592	209

The weighted average share price at the dates of exercise of the options was EUR 3.42 in 2025 and EUR 6.11 in 2024.

The weighted average remaining contractual life for the share options outstanding as of 31 December 2025 was

3.6 years (2024: 4.7 years).


AMREST HOLDINGS, SE Financial Statements and Directors’ Report
for the year ended 31 December 2025

14. Taxation

The composition of the balances with the public administrations as of 31 December 2025 and 31 December 2024, was as

follows:


Assets	31 December 2025	31 December 2024
Personal income tax and other withholding taxes	—	—
Other tax receivable	—	—
Total	—	—

Liabilities
Income tax liabilities	3.3	1.2
Personal income tax and other withholding taxes	0.8	0.9
Total	4.1	2.1

Income tax

Effective 1 January 2018 the Company falls under the consolidation tax regime established in Chapter VI of Title VII of

Corporate Income Tax Law 27/2014 of 27 November 2014, being the head of the tax group that includes the Company

itself and the rest of the Spanish subsidiaries, which at 31 December 2025 were the following:

■ AmRest TAG. S.L.U.

■ Restauravia Food. S.L.U.

■ Pastificio Service. S.L.U.

■ Sushi Shop Madrid S.L.U.

■ AmRest Global S.L.U.

The breakdown of the income tax expense of the individual Company was as follows:


	31 December 2025	31 December 2024
Corporate income tax	2.8	4.9
Change in deferred taxes and liabilities	(1.5)	1.7
Total income tax recognized in the income statement	1.3	6.6

The amounts reported in change in deferred tax assets corresponded to tax losses for the period, intercompany

impairment reversals and non deductible financial expenses.

Reconciliation between the net result and the tax base of the individual entity as of 31 December 2025 was as follows:


	Income statement
	Additions	Decreases	Total
Profit and loss for the period			31.6
Income tax expense			(1.3)
Permanent differences	0.1	(69.3)	(69.2)
Temporary differences	41.0	(12.1)	28.9
Preliminar tax base			(10.0)
Limitation of 50% Net operating loss (NOL)			5.0
NOLs offset from previous years			(7.3)
Tax base			(12.3)
Corporate income tax expense/(revenue) 25%			(3.1)
Adjustments of previous years			0.3
Total Corporate income tax expense/(revenue)			(2.8)

Decreases in permanent differences during 2025, corresponded to dividend income.

Reconciliation between the net result and the tax base of the individual entity as of 31 December 2024 was as follows:


AMREST HOLDINGS, SE Financial Statements and Directors’ Report
for the year ended 31 December 2025


	Income statement
	Additions	Decreases	Total
Profit and loss for the period	—	—	24.0
Income tax expense			(6.6)
Permanent differences	—	(44.2)	(44.2)
Temporary differences	9.7	(15.9)	(6.2)
Preliminar tax base			(33.0)
Limitation of 50% Net operating loss (NOL)			16.5
NOLs offset from previous years			(2.7)
Tax base			(19.2)
Corporate income tax expense/(revenue) 25%			(4.8)
Adjustments of previous years			(0.1)
Total Corporate income tax expense/(revenue)			(4.9)

(*) The preliminary tax base includes the limitation of 50% of the net operating loss.

AmRest Holdings, SE held the following tax loss carryforwards generated in previous years pending to be offset as of

31 December 2025:


NOLs generated in FY 2020	5.4
NOLs generated in FY 2021	7.5
NOLs generated in FY 2023	8.4
NOLs generated in FY 2024	16.5
NOLs generated in FY 2025	5.0
NOLs offset in FY 2025	(7.3)
NOLS pending to be offset	35.5

Additionally, consolidated tax group 0539/11 of which AmRest Holdings, SE is a member, held tax losses carryforwards

pending to be offset in FY 2025 amounting to EUR 20.4 million. Additionally, the group had tax losses pending to be

integrated amounting to EUR 38.7 million due to the limitation of compensating the 50% of the individual tax loss

generated within the group introduced by Law 38/2022 from 27 December for fiscal year 2023 and Law 7/2024 from 20

December for fiscal years 2024 and 2025.

Regarding the amount of the individual tax losses generated and not deducted in FY 2023 and FY 2024, the company

has included in the tax base of the tax group one tenth of the tax losses not deducted in FY 2023 and FY 2024.

The amount of individual tax losses not deducted in fiscal year 2025 will be included in the tax base of the tax group in

equal parts in each of the first ten periods beginning on 1 January 2026.

In addition, Law 7/2024 from December 20 also modified the rule for offsetting tax losses from previous years contained

in Law 27/2014, of 27 November, on Corporate Income Tax, limiting the offset to 25% of the group's taxable income for

groups with a net turnover of more than Euros 60 million.

The recognition of deferred tax assets associated to tax losses is supported by the expected operating performance

projections established in the business plans approved by management and according to the Resolution of the ICAC

issued on 9 February 2016.

Final tax quota for corporate income tax recorded by AmRest Holdings, SE as the head of the consolidated tax group

included the incorporation of the tax losses compensation which were limited in FY 2023 and FY 2024, the limitation of

tax losses in FY 2025, tax losses offset in FY 2025 and the calculation of the tax in each entity resulting the following

balances for FY 2025:


AmRest Holdings, SE	(3.1)
Pastificio Service, S.L.U.	5.7
AmRest Global S.L.U.	0.5
AmRest TAG, S.L.U.	(0.4)
Restauravia Food, S.L.U.	0.8
Sushi Shop Madrid, S.L.U.	(0.2)


AMREST HOLDINGS, SE Financial Statements and Directors’ Report
for the year ended 31 December 2025

Reconciliation between the consolidated tax base and the individual tax base of the tax group was as follows:


	31 December 2025	31 December 2024
Tax base AmRest Holdings	(10.0)	(33.0)
Tax base contributed by subsidiaries of the tax group:	26.9	23.7
AmRest TAG, S.L.U.	(0.7)	(1.6)
AmRest Global S.L.U.	2.1	3.2
Restauravia Food, S.L.U.	3.3	1.7
Pastificio Service, S.L.U.	23.2	22.4
Sushi Shop Madrid, S.L.U.	(1.0)	(2.0)
Limitation of 50% Net operating losses (NOL) within the tax group according to Law 7/2024	5.9	18.3
NOLs offset from FY 2023 (Limitation of 50% NOL)	(3.9)	(2.0)
NOLs offset from previous years	(4.7)	(1.8)
Current income tax of the consolidated tax group (25%)	3.6	1.3
Withholding taxes and CIT advances	(0.3)	(0.1)
Subtotal	(0.3)	(0.1)
Income tax receivable payable (receivable)	3.3	1.2

The movement of the deferred tax assets and liabilities for the years ended 31 December 2025 and 2024 was as follows:


	YEAR ENDED
Deferred tax assets	31 December 2025	31 December 2024
Balance at beginning of the period	12.3	10.7
NOLS generated	1.6	4.1
Other movements	(3.1)	(2.5)
Balance at the end of the period	10.8	12.3

The increase in deferred tax assets corresponded, mainly, to tax losses generated in the period and non-deductible

financial expenses.

AmRest Holdings, SE had the following balances related to current accounts with group entities resulting from the

Consolidated tax regime:


	31 December 2025	31 December 2024
Receivables:
Pastificio Service, S.L.	11.6	3.6
AmRest Global, S.L.	3.8	1.9
Total receivables from the Consolidated tax regime	15.4	5.5

Payables
Restauravia Food. S.L.U.	—	(0.4)
AmRest TAG S.L.U.	(0.4)	(0.5)
Sushi Shop Madrid S.L.U.	(0.9)	(0.4)
Total payables from the Consolidated tax regime	(1.3)	(1.3)

International Tax Reform – Pillar Two Model Rules

In 2021, 136 countries agreed on the OECD’s two‑pillar international tax reform, including Pillar Two, which introduces a

15% global minimum effective tax rate. Spain implemented this through Law 7/2024, published on 21 December 2024,

establishing a top‑up tax for multinational and domestic groups with revenues above EUR 750 million. The law applies

retroactively from 31 December 2023. AmRest, as a large multinational group, is subject to this regime.

For the purposes of the Global Minimum Tax regulations approved in Spain, the Mexican entity Grupo Far-Luca, S.A. de

C.V. is considered the ultimate parent company. Due to the fact that Mexico has not implemented the Global Minimum

Tax regulations as of 31 December 2025, AmRest Holdings SE prepares the safe harbour computations for the entities of

the AmRest Group including in its Global Minimum Tax perimeter those entities owned by the ultimate parent company

which operate in the same jurisdictions as AmRest.

To determine the potential impacts of Global Minimum Tax, AmRest management has performed the analysis of the

application of Transitional Safe Harbours that has been established according to the Law in line with OECD guidelines

and EU Directive. These transitional safeguards are intended to facilitate adaptation to Pillar Two regulations and would

be applicable for AmRest to fiscal years 2024 to 2026. On January 2026, OECD published “Side‑by‑Side Package” which

extends the Transitional Safe Harbours through 2027. In addition, a new permanent Safe Harbour—the Simplified ETR—

will be introduced and applicable from fiscal year 2026 onward. Therefore, if any of these transitional safe harbours are

met in all countries where AmRest operates, the additional amount to be paid (top-up tax) will be zero.


AMREST HOLDINGS, SE Financial Statements and Directors’ Report
for the year ended 31 December 2025

Based on management’s assessment of Transitory Safe Harbours, the application of the Pillar Two legislation for markets

covered by AmRest Group does not have material impact on its current tax expense for fiscal year 2025.

Regarding deferred taxes, AmRest applies the exception from recognition and disclosure of information on deferred tax

assets and liabilities related to Pillar Two income taxes.

15. Income and expenses

15.1 Revenue

The Revenue item on the separate income statement for the years ending 31 December 2025 and 2024 included interest

and dividends received from subsidiaries (Note 6):


	YEAR ENDED
	31 December 2025	31 December 2024
Dividends from Subsidiaries (Note 16)	72.9	46.8
Financial income from group companies (Note 16)	13.5	19.0
Total Revenue	86.4	65.8

The breakdown of dividends by geographical area for the years ending 31 December 2025 and 2024 was as follows:


	YEAR ENDED
	31 December 2025	31 December 2024
Exports:	72.9	46.8
a) European Union	72.9	46.8
Total dividends received from subsidiaries	72.9	46.8

Financial income from subsidiaries corresponded 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 ending 31 December 2025 and 2024 was as follows:


	YEAR ENDED
	31 December 2025	31 December 2024
Domestic market	5.6	7.0
Exports:	7.9	12.0
a) European Union	7.7	11.6
b) Other countries	0.2	0.4
Finance income from group companies (Note 17)	13.5	19.0

15.2 Personnel expenses

The detail of personnel expenses for the annual periods ending 31 December 2025 and 2024 was as follows:


	YEAR ENDED
	31 December 2025	31 December 2024
Salaries	(0.6)	(0.5)
Social Charges	(0.1)	(0.1)
Stock option plan	—	(0.1)
Total personnel expenses	(0.7)	(0.7)

During the years ended 31 December 2025 and 2024 no severance payments were made to employees.

15.3 Other operating expenses

The detail of other operating expenses for the annual periods ending 31 December 2025 and 2024 was as follows:


	YEAR ENDED
	31 December 2025	31 December 2024
Professional services	(3.2)	(2.3)
Business travel	(0.2)	(0.2)
Other taxes	(0.2)	(0.7)
Other expenses	—	(0.3)
Total Other operating expenses	(3.6)	(3.5)


AMREST HOLDINGS, SE Financial Statements and Directors’ Report
for the year ended 31 December 2025

15.4 Income and expenses in foreign currency

The income and expenses denominated in foreign currency for the annual periods ended on 31 December 2025 and

2024 were as follows:


For the year ended 31 December 2025	PLN	USD
Expenses expressed in million EUR
Other operating expenses	—	(0.2)
Results from operating activities	—	(0.2)
Finance income	—	—
Finance expenses	(9.3)	—
Net finance income (expense)	(9.3)	—
Total Income and expenses in foreign currency expressed in million EUR	(9.3)	(0.2)
For the year ended 31 December 2024	PLN	USD
Expenses expressed in million EUR
Other operating expenses	0.3	(0.2)
Results from operating activities	0.3	(0.2)
Finance income	0.4	0.4
Finance expenses	(9.7)	—
Net finance income (expense)	(9.3)	0.4
Total Income and expenses in foreign currency expressed in million EUR	(9.0)	0.2

15.5 Financial expenses

The financial expenses for the annual periods ended at 31 December 2025 and 2024 were as follows:


	YEAR ENDED
Financial Expenses	31 December 2025	31 December 2024
With group companies (Note 16)	(2.1)	(3.6)
With third parties	(26.0)	(30.3)
Total Financial Expenses	(28.1)	(33.9)

15.6 Exchange rates differences

The breakdown of exchange losses and gains recognised in the income statement was as follows:


	YEAR ENDED
	31 December 2025	31 December 2024
On Investments and loans with group companies (Note 16)	0.2	1.1
On Banks and other assets	(0.8)	(1.6)
On Financial liabilities	(1.5)	(0.6)
Total Exchange rates differences	(2.1)	(1.1)


AMREST HOLDINGS, SE Financial Statements and Directors’ Report
for the year ended 31 December 2025

16. Related parties balances and transactions

As of 31 December 2025, the Group comprised the following subsidiaries:


Company name	Registered office	Parent/non-controlling undertaking	Owner-ship interest and total vote	Date of effective control
Holding activity
AmRest TAG S.L.U.	Madrid, Spain	AmRest Sp. z o.o.	100.00%	March 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	Birkirkara, Malta	AmRest China Group PTE Ltd	100.00%	December 2012
Horizon Consultants Ltd.	Birkirkara, Malta	AmRest China Group PTE Ltd	100.00%	December 2012
Sushi Shop Group SAS	Courbevoie, France	AmRest TAG S.L.U.	100.00%	October 2018
AmRest France SAS	Courbevoie, France	AmRest Holdings SE	100.00%	December 2018
Sushi Shop Management SAS	Courbevoie, 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
AmRest Coffee Sp. z o.o.	Wroclaw, Poland	Starbucks Coffee International,Inc.	18.00%	March 2007
AmRest EOOD	Sofia, Bulgaria	AmRest Holdings SE	100.00%	April 2007
AmRest Coffee s.r.o.	Prague, Czechia	AmRest Sp. z o.o.	82.00%	August 2007
AmRest Coffee s.r.o.	Prague, Czechia	Starbucks Coffee International,Inc.	18.00%	August 2007
AmRest Kávézó Kft	Budapest, Hungary	AmRest Sp. z o.o.	82.00%	August 2007
AmRest Kávézó Kft	Budapest, Hungary	Starbucks Coffee International,Inc.	18.00%	August 2007
AmRest d.o.o.	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 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 (Shanghai) 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 i.l.²	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 S.R.L.	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 Coffee SK s.r.o.	Bratislava, Slovakia	AmRest Sp. z o.o.	1.00%	December 2015
AmRest Coffee Deutschland	Munich, Germany	AmRest Kaffee Sp. z o.o.	23.00%	May 2016
Sp. z o.o. & Co. KG	Munich, Germany	AmRest TAG S.L.U.	77.00%	May 2016
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 Co. Ltd	100.00%	December 2016
Kai Fu Food and Beverage Management (Shanghai) Co. Ltd	Shanghai, China	Blue Frog Food&Beverage Management Co. Ltd	100.00%	December 2016
LTP La Tagliatella Portugal, Lda	Lisbon, Portugal	AmRest TAG S.L.U.	100.00%	February 2017
AmRest AT GmbH	Vienna, Austria	AmRest Sp. z o.o.	100.00%	March 2017
AmRest Topco France SAS	Courbevoie, France	AmRest France SAS	100.00%	May 2017
AmRest Opco SAS	Courbevoie, France	AmRest France SAS	100.00%	July 2017
AmRest Coffee SRB d.o.o.	Belgrade, Serbia	AmRest Holdings SE	100.00%	November 2017
AmRest Chamnord SAS	Courbevoie, France	AmRest Opco SAS	100.00%	March 2018
AmRest SK s.r.o.	Bratislava, Slovakia	AmRest s.r.o.	100.00%	April 2018
Sushi Shop Restauration SAS	Courbevoie, 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


AMREST HOLDINGS, SE Financial Statements and Directors’ Report
for the year ended 31 December 2025


Company name	Registered office	Parent/non-controlling undertaking	Owner-ship interest and total vote	Date of effective control
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 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%	November 2019
Sushi Shop Morges SARL	Moudon, Switzerland	Sushi Shop Switzerland SA	100.00%	October 2020
AmRest Franchise Sp. z o.o.	Wrocław, Poland	AmRest Sp. z o.o.	100.00%	December 2018
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 SAS	Courbevoie, 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	Courbevoie, France	AmRest Opco SAS	100.00%	September 2017
AmRest Leasing SAS	Courbevoie, France	AmRest Opco SAS	100.00%	September 2017
AmRest Global S.L.U.	Madrid, Spain	AmRest Holdings SE	100.00%	September 2020
Supply services for restaurants operated by the Group
AmRest Foodservice Sp. z o.o.³	Wroclaw, Poland	AmRest Sp. z o.o.	100.00%	December 2024

¹⁾ On 25 November 2016 AmRest TAG S.L.U., the sole shareholder of AmRest GmbH, decided to liquidate this company. The liquidation process had not

been completed as of the date of authorization of these financial statements.

²⁾ On 12 October 2023 AmRest TAG S.L.U., the sole shareholder of AmRest Skyline GmbH, decided to liquidate this company. The liquidation process

had not been completed as of the date of authorization of these financial statements.

³⁾ On 3 December 2024 AmRest Sp. z o.o. acquired 100% shares of Gunsana Sp. z o.o. for the purchase price below EUR 0.1 million. In 2025 the name

of the company was changed to AmRest Foodservice Sp. z o.o.

Other changes to the Group Structure that occurred in 2025:

• On 23 January 2025, the Court has registered the merger between AmRest DE Sp. z o.o. & Co. KG and AmRest Pizza GmbH. From that date,

AmRest Pizza GmbH has ceased to exist. Yet, its rights and obligations were, from a trade law perspective and on the basis of the date of

AmRest Pizza GmbH’s closing balance sheet, retroactively transferred to AmRest DE Sp. z o.o. & Co. KG as a successor company effective

from 1 October 2024.

• In December 2024, the Group signed an agreement that was subject to the fulfilment of certain conditions, which were completed on 31 March

2025. As a result, 51% of the shares which AmRest Sp. z o.o. held in SCM Sp.z o.o. were sold to R&D Sp. z o.o. This transaction resulted in

the AmRest Group losing control over SCM Sp. z o.o. and SCM s.r.o.

• On 31 October 2024 AmRest TAG S.L.U., the sole shareholder of LTP La Tagliatella II Franchise Portugal Lda, decided to liquidate this

company. On 18 February 2025 the company was deregistered.

• The merger of GM Invest S.L. into AmRest Tag S.L.U. was completed with an effective date of 12 November 2025, with accounting effects

retroactively applied from 1 January 2025. Consequently, AmRest Tag S.L.U. continues as the sole surviving entity.

• The merger of AmRest Delco France SAS into AmRest Topco France SAS was completed on 3 August 2025, with retroactive accounting

effects from 1 January 2025. Consequently, AmRest Topco France SAS continues as the sole surviving entity.


AMREST HOLDINGS, SE Financial Statements and Directors’ Report
for the year ended 31 December 2025

The balances with the Group entities were as follows:


	31 December 2025	31 December 2024
Assets
Total loans granted to group companies	223.5	237.7
(Long and short term classification)
Long term loans granted to group companies (Note 7)	189.8	157.6
Short term loans granted to group companies (Note 7)	33.7	80.1
(Group entity classification)
AmRest s.r.o.	34.2	—
AmRest Opco SAS	—	34.3
AmRest China group LTD	0.5	10.1
AmRest DE sp Zoo & co KG	3.3	—
AmRest Kaffee Sp. z o.o.	—	32.8
AmRest Tag S.L.U.	58.3	59.1
Restauravia Food. S.L.U.	34.6	42.6
Sushi Shop Management SAS	5.6	3.3
AmRest Global S.L.U.	24.9	28.1
AmRest France SAS	—	0.1
AmRest Sp. z.o.o.	—	16.9
AmRest Coffe Deutschland Sp.z.o.o	10.5	5.1
Sushi Shop Group	9.5	5.1
AmRest Adria d.o.o.	2.3	—
Pastificio Service S.L.U.	6.0	—
Sushi Shop Restauration SAS	21.0	—
AmRest KFT	3.0	—
Amrest Coffee SK s.r.o	1.7	—
AmRest d.o.o	3.6	—
AmRest Coffee SRB d.o.o.	4.5	—
New Precision Limited	—	0.1
Horizon Consultants	—	0.1

Other financial assets with group companies (Note 7)	12.1	12.5
AmRest S.R. O	—	6.2
Restauravia Food. S.L.U.	0.1	—
Pastificio Service S.L.U.	9.8	3.8
AmRest Global, S.L.U.	2.2	2.5

Trade and other receivables with group companies (Note 7)	0.5	0.9
AmRest Sp. z o.o.	0.3	0.2
AmRest France SAS	0.1	—
New Precision Limited	—	0.4
Other related parties	0.1	0.3

Total debt with group entities	5.1	7.7
(Long and short term classification)
Long term debt (Note 12)	4.0	5.9
Short term debt and other current financial liabilities Note 12)	1.1	1.8
(Group entity classification)
Restauravia Food. S.L.U.	—	0.4
AmRes Tag S.L.U.	0.4	0.5
AmRest EOOD	4.0	6.4
Sushi Shop Madrid S.L.U.	0.7	0.4

Trade payables with group companies (Note 12)	1.5	1.7
AmRest Sp. z o.o.	0.9	0.9
AmRest kft	—	0.1
AmRest Tag S.L.U.	0.1	0.1
Pastificio Service S.L.U.	0.2	—
Other related parties	0.3	0.6


AMREST HOLDINGS, SE Financial Statements and Directors’ Report
for the year ended 31 December 2025

Transactions with group entities were as follows:


	YEAR ENDED
	31 December 2025	31 December 2024
Revenues
Revenues from dividends (Note 15.1)	72.9	46.8
AmRest EOOD	7.2	—
AmRest SRO	25.7	9.3
AmRest Sp. z o.o.	40.0	37.5

Financial Income from group companies (Note 15.1)	13.5	19.0
AmRest Sp. z o.o.	1.3	1.3
Sushi Shop Management SAS	0.3	0.2
AmRest China Group PTE Ltd.	0.1	0.4
AmRest France SAS	0.4	3.3
AmRest Pizza GmbH	—	0.2
AmRest Opco SAS	1.2	2.8
Sushi Shop Madrid, S.L.U.	—	0.1
Sushi Shop Group	0.5	0.1
AmRest Kaffee Sp. z o.o.	1.4	3.2
AmRest Tag S.L.U.	2.7	3.5
Pastificio Service S.L.U.	0.4	0.2
Restauravia Food S.L.U.	1.7	2.5
AmRest AT GmbH	—	0.2
AmRest Global S.L.U.	0.9	0.8
Sushi Shop Restauration SAS	1.0	—
AmRest Coffee Deutschland Sp. z o.o	0.5	—
AmRest DE sp Zoo & co KG	0.1	—
AmRest SRO	0.7	—
Other group companies	0.3	0.2

Expenses
Financial expenses with group companies (Note 15.5)	(2.1)	(3.6)
AmRest EOOD	(0.3)	(0.3)
AmRest s.r.o	(0.2)	(0.2)
AmRest TAG S.L.U.	(0.2)	(0.2)
Pastificio Service S.L.U.	(0.2)	(0.2)
Restauravia Food S.L.U.	(0.1)	(0.1)
AmRest Sp. z o.o.	(0.9)	(0.9)
AmRest Acquisition Subsidiary (Malta)	—	(1.6)
Other group companies	(0.2)	(0.1)

Impairment of investments and credits with group companies (Notes 6 and 7)	(21.7)	(9.6)
AmRest France SAS	(33.8)	—
AmRest DE sp Zoo & co KG	3.1	—
AmRest Pizza GmbH	—	(0.1)
AmRest Topco SAS	0.1	(0.7)
AmRest Acquisition Subsidiary (Malta)	—	0.1
AmRest Opco SAS	8.9	(8.9)

Exchange rates differences (Note 15.6)	0.2	1.1
AmRest China Group PTE Ltd.	0.2	1.1


AMREST HOLDINGS, SE Financial Statements and Directors’ Report
for the year ended 31 December 2025

17. Remuneration of the board of directors and senior executives

(a) Below are described the remunerations of the members of the Board of Directors of Amrest Holdings, SE

and the Group Senior Management:

Remuneration of the Board of Directors of AmRest Holdings, SE, for all the remuneration concepts, was the following:


	YEAR ENDED
	31 December 2025	31 December 2024
Board of Directors Remunerations
Fixed Remuneration	0.7	0.7
Other items	0.1	0.1
Total Board of Director remunerations	0.8	0.8

In 2025 and 2024, the members of the Board of Directors of AmRest Holdings, SE received no remuneration for seats on

the boards of other subsidiary companies.

The Directors' Remuneration Policy applicable in the 2025 financial year was approved at the General Shareholders’

Meeting held on 12 May 2022, and remained in force until 31 December 2025. On 8 May 2025 the General Shareholders'

Meeting of the Company approved a new Directors' Remuneration Policy, which came into effect on 1 January 2026, and

will remain in force until 31 December 2028.

As of 31 December 2025 and 2024, the members of the Board of Directors had no life insurance, health insurance or

pension fund at the Company's expense (except for the Executive Chairman, whose life and general health insurance

premiums are paid by the Company as part of his remuneration, as described in the Annual Report on Directors'

Remuneration). Members of the Board of Directors do not participate in Stock Option (SOP), Management Incentive

(MIP) or LTI Plans. The Company has not granted any advances, loans or credits in favour of the Board Members.

According to the structure of the Group, of which the Company is the parent company, all members of Senior

Management employees are employed by other Group companies (for these purposes, Senior Management Personnel is

understood to be those executives who report directly to the executive chairman or the chief executive officer of the

Company, and also for these purposes, the person responsible for Internal Audit). Therefore, the Company did not

accrued any remuneration, made any contributions to pension funds or plans, or granted any loans or advances to Senior

Management during 2025 and 2024.

The remuneration of the Senior Management paid by other subsidiaries of the Group was as follows:


	YEAR ENDED
	31 December 2025	31 December 2024
Remuneration of Senior Management Personnel:
- Remuneration received by the Senior Executives	4.0	4.4
- Share-based payment plans	0.6	0.4
Remuneration of Senior Management Personnel	4.6	4.8

The Group has arranged a third-party liability insurance policy covering the directors and managers of the group

companies. The premium paid in 2025 under the aforementioned insurance policy amounted to EUR 0.1 million (EUR 0.1

million in 2024).

(b) Information about conflict of interest situations of the Board of Directors:

In 2025 and 2024 the members of the Board of Directors and their related parties have had no conflicts of interest

requiring disclosure in accordance with article 229 of the Revised Spanish Capital Companies Act.

Board of Directors and Senior Management:

In 2025 and 2024 the members of the Board of Directors of the Company and Senior Managers did not carry out any

transactions other than ordinary business or under terms that differ from market conditions.


AMREST HOLDINGS, SE Financial Statements and Directors’ Report
for the year ended 31 December 2025

18. Other information

18.1 Number of employees

The average number of employees distributed by category, for the years 2025 and 2024 was as follow:


	YEAR ENDED
	31 December 2025	31 December 2024
Board Members (not employees)	7	7
Managers and others	11	5
Total	18	12

The number of employees distributed by gender, as of 31 December 2025 and 2024 was as follow:

There were no employees with a disability rating of 33% or higher during 2025 and 2024.

18.2 Tax inspections

On 22 July 2019, Pastificio Service, S.L.U. (as the taxpayer), Amrest Tag, S.L.U. (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 pertaining to corporate income tax, for the fiscal years 2014 to 2017. This is a partial tax audit,

referring to tax relief requested by Pastificio Service, S.L.U. on the corporate income tax bases for 2014 to 2017,

regarding deductions for certain intangible assets (i.e., patent box regime).

On 17 August 2020, the mentioned companies received the settlement proposal from the tax auditors, including the

regularisation of the total amount of the tax relief requested in 2014 to 2017. This settlement proposal amounted to EUR 1

million.

On 14 September 2020, the companies submitted allegations to the tax auditors, which were dismissed.

On January 2021 the companies submitted the corresponding allegations to the Technical Office against the final

settlement proposal.

On 26 July 2021, the companies presented allegations to the Central Economic-Administrative Court (TEAC) and on 5

July 2022, the dismissal of the allegations writ submitted was received.

As the companies disagree with the TEAC resolution, the companies have submitted the corresponding allegations writ

on 21 December 2022 to the National Court and to date the Court's ruling has not been received. There is no additional

risk as the amount derived from the regularisation has been paid.

On 18 April 2023, Pastificio Service, S.L.U. (as the taxpayer) and AmRest Holdings, SE (as the head of the Tax Group

539/11) received notification of the initiation of tax audit, pertaining to corporate income tax, for the fiscal years 2018 to

2019. This is a partial tax audit, referring to tax relief requested by Pastificio Service, S.L.U. on corporate income tax

bases for 2018 to 2019, regarding deductions for certain intangible assets (i.e., patent box regime).

On 30 October 2023, the mentioned companies received the settlement proposal from the tax auditors, including the

regularisation of the total amount of the tax relief requested during 2018 to 2019. On April 2024, the company paid the

amount derived from the regularisation of EUR 0.45 million including late interests.

On 1 December 2023, the companies submitted allegations to the Tax Auditors being dismissed.

On the 27 May 2024, the companies filed an economic-administrative claim to the TEAC and on 17 July 2024, the

companies submitted allegations to this Court. The economic‑administrative claim submitted on 17 July 2024 is currently

unresolved and there is no additional risk as the amount derived from the regularisation has been paid.


AMREST HOLDINGS, SE Financial Statements and Directors’ Report
for the year ended 31 December 2025

18.3 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 its assets financial situation or results. Therefore, specific disclosures

of information are not included in this report.

All companies face climate-related risks and opportunities and must make strategic decisions accordingly. The Company

Directors have assessed the climate and environmental risks, concluding they do have no significant impact on these

financial statements.

18.4 Subsequent events

There were no significant events subsequent to the reporting date.

19. Audit fees

The fees accrued during the year ended 31 December 2025 and 31 December 2024 by PricewaterhouseCoopers

Auditores, S.L. were as follows:


	Year ended
In thousands of Euros	31 December 2025	31 December 2024
Audit and other assurance services	72.7	76.0
Other services	179.3	144.7
Total fees	252.0	220.7

Other assurance services include limited review of interim financial statements. Other services include the verification of

the non-financial information in the annual reports and agreed upon-procedures performed by the auditors.

The amounts detailed in the above table include the total fees for 2025 and 2024, irrespective of the date of invoice.


AMREST HOLDINGS, SE Financial Statements and Directors’ Report
for the year ended 31 December 2025

Signatures of the Board of Directors



José Parés Gutiérrez Chairman of the Board		Luis Miguel Álvarez Pérez Vice-Chairman of the Board






Begoña Orgambide García 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, 25 February 2026

Directors’ Report



1. Financial highlights .....................................................................................................................	2
2. Significant events and transactions in 2025 ...........................................................................	2
3. Shareholders of AmRest Holdings, SE ...................................................................................	3
4. External debt ...............................................................................................................................	3
5. Information on dividends paid ...................................................................................................	3
6. Changes in the Company’s Governing Bodies ......................................................................	3
7. Changes in the number of shares held by members of the Board of Directors ................	4
8. Transactions on own shares concluded by Amrest ...............................................................	4
9. Basic risks and threats the Company is exposed to .............................................................	4
10. Number of employees ..............................................................................................................	8
11. Average payment period ..........................................................................................................	8
12. Subsequent Events ..................................................................................................................	8
13. Annual Corporate Governance Report and Annual Report on Directors´ Remuneration .....................................................................................................................................	8
Signatures of the Board of Directors ..............................................................................................	9


AMREST HOLDINGS, SE Financial Statements and Directors’ Report
for the year ended 31 December 2025

1. Financial highlights


	Year ended
	31 December 2025	31 December 2024
Revenues	86.4	65.8
Results from operating activities	60.4	52.0
Financial Cost	(30.1)	(34.6)
Income tax expense	1.3	6.6
Profit/(loss) for the period	31.6	24.0


	31 December 2025	31 December 2024
Total Assets	735.0	738.4
Total liabilities	397.2	407.7
Non-current liabilities	337.5	389.9
Current liabilities	59.7	17.8
Share capital	22.0	22.0

2. Significant events and transactions in 2025

Agreement to separate the business operations between the AmRest Group and SCM Sp. z o.o.

In March 2025, the Group completed the sale of 51% of the shares held by AmRest Sp. z o.o. in SCM Sp. z o.o. ("SCM")

to R&D Sp. z o.o., following the fulfilment of the conditions agreed upon in the contract signed in December 2024.

Additionally, the supply chain management services and quality assurance (QA) previously provided by SCM to the

AmRest Group, along with the team responsible for these services, have been successfully transferred to the AmRest

Group. SCM, a Polish subsidiary 51% owned by AmRest, is also the parent company of SCM s.r.o., its Czechia-based

subsidiary.

Share Buy-back Program

On 28 February 2025 AmRest informed that the Company’s Board of Directors had resolved unanimously to set-up a

buy-back program for the repurchase of its own shares (the "Buy-back Program"), pursuant to the authorisation granted

by resolution of the AmRest General Meeting of Shareholders held on 12 May 2022 under item nine of the agenda,

relating to the authorisation to the Board of Directors for the derivative acquisition of AmRest shares.

The Buy-back Program had been conducted in accordance with the transparency and operational requirements under

Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (Market

Abuse Regulation) and Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016 (the "Delegated Regulation

2016/1052") and had the following features:

• Purpose of the Buy-back Program: to cover the settlements of the remuneration plans currently in force for AmRest

Group executives and employees.

• Maximum investment: the Buy-back Program was to have a maximum monetary amount of EUR 13 million.

• Maximum number of shares: the maximum number of shares to be acquired in the execution of the Buy-back

Program depend on the average price at which purchases take place but could not exceed 10% of the Company's

share capital.

• Price and volume: the acquisition of the shares was carried out in accordance with the price and volume conditions

set out in article 3 of Delegated Regulation 2016/1052. Specifically:

• AmRest could not acquire shares at a price higher than the higher of (a) the price of the last independent

transaction, or (b) the highest independent bid at that time on the trading venue where the purchase is made,

even if the shares are traded on different trading venues. In addition, the limitations approved in the resolution

authorizing the acquisition of treasury shares granted to the Board of Directors by AmRest's General Meeting of

Shareholders held on 12 May 2022 were be considered.

• AmRest could not purchase on any trading day more than 25% of the average daily volume of AmRest shares on

the Continuous Market of the Spanish Stock Exchanges or, as the case may be, the Warsaw Stock Exchange,

during the 20 trading days preceding the date of purchase.

• Duration of the Program: The Buy-back Program commenced on 11 March 2025 and it was completed on 4

December 2025.

• Execution of the Buy-Back Program: Banco Santander, S.A. has been appointed as the manager of the Buy-Back

Program, which was independently make decisions regarding the purchase of the AmRest shares without any

influence or interference from the Company. Purchases under the Buy-back Program may be made on the

Continuous Market of the Spanish Stock Exchanges or, as the case may be, the Warsaw Stock Exchange.


AMREST HOLDINGS, SE Financial Statements and Directors’ Report
for the year ended 31 December 2025

On 4 December 2025 the Company informed of the end of the Buy-back Program, as the last day of validity of the same.

The total number of shares acquired under the Program were 3,570,078 own shares, representing 1.6261% of the share

capital.

All acquisitions under the Buy-Back Program were carried out and duly reported on a regular basis to the Spanish

Securities Market Commission (CNMV) and the Polish Financial Supervision Authority (KNF) by means of the publication

of the corresponding communications to the market, in accordance with the provisions of Delegated Regulation

2016/1052 and the Market Abuse Regulation.

3. Shareholders of AmRest Holdings, SE

To the best of AmRest’s knowledge as at 31 December 2025, in accordance with the information publicly available,

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%
FYNVEUR S.C.A.	11,612,680	5.29%
Nationale-Nederlanden PTE SA	10,742,600	4.89%
PTE Allianz Polska SA	9,531,792	4.34%
Other Shareholders	40,463,351	18.43%

* Mr. Carlos Fernández González indirectly controls the majority of the shareholding and voting rights in FCapital Dutch, S.L. (direct shareholder of the stake

appearing in the above table).

On February 2, 2026, Nationale-Nederlanden Powszechne Towarzystwo Emerytalne S.A. reduced its share of voting

rights in AmRest Holding SE to below 3% (2.998%) following the disposal of 4,160,215 shares.

4. External debt

The Group's gross financial debt, according with the definition of the bank agreements, amounted to EUR 663.9 million at

the end of the year, EUR 42.6 million more than at the end of 2024. In net terms, the net financial debt amounted to EUR

518.3 million.

The Group's leverage stood at 2.31x compared to 1.82x at the end of 2024. This level is comfortably within the internal

target set by management. The Group's management considers this to be a prudent level in order to be able to undertake

potential new investments and to maintain organic growth.

The financial conditions (covenants) established for AmRest in the financing agreement stipulate that the adjusted

consolidated net debt/EBITDA must be kept below 3.5x and the debt service coverage ratio must be higher than 1.5x.

Both ratios are calculated according to the definitions mentioned in the loan agreement and on a non-IFRS16 basis. In

addition, the Group is required to maintain an equity ratio of over 8%. All these conditions were adequately met by

AmRest at the end of the financial year.

5. Information on dividends paid

The Company’s Board of Directors approved the payment on 10 December 2025 of the second dividend in the history of

the Group, as an interim cash dividend against the results of fiscal year 2025, in the amount of 0.070 gross euros per

share of the Company entitled to receive such dividend. The total amount of funds distributed via dividends reached EUR

15.0 million.

6. Changes in the Company’s Governing Bodies

During the period covered by this Report there were no changes with respect to the composition of AmRest's Board of

Directors.

As at 31 December 2025 the composition of the Board of Directors was as follows:

• Mr. José Parés Gutiérrez

• Mr. Luis Miguel Álvarez Pérez

• Ms. Romana Sadurska

• Mr. Pablo Castilla Reparaz

• Mr. Emilio Fullaondo Botella

• Ms. Mónica Cueva Díaz

• Ms. Begoña Orgambide García

• Carlos Fernández González (Honorary chairman, non-Board member)


AMREST HOLDINGS, SE Financial Statements and Directors’ Report
for the year ended 31 December 2025

• Eduardo Rodríguez-Rovira (Secretary, non-Board member)

• Mauricio Garate Meza (Vicesecretary, non-Board member)

On the day of publication of this Report the composition of the Board of Directors remains the same.

7. Changes in the number of shares held by members of the Board of Directors

During the year 2025 there were no significant changes with respect to AmRest shares and stock options held by the

members of the Board of Directors of AmRest.

8. Transactions on own shares concluded by Amrest

As of 31 December 2024, the Company owned a total of 2,927,790 treasury shares, representing 1.3335% of its share

capital.

The Company’s Board of Directors approved during 2025 one buy-back program for the repurchase of its own shares

(the "Buy-back Programs"), pursuant to the authorization granted by resolution of the AmRest General Meeting of

Shareholders held on 12 May 2022 under item nine of the agenda, relating to the authorization to the Board of Directors

for the derivative acquisition of AmRest shares and in accordance with Article 5 of Regulation (EU) No. 596/2014 of the

European Parliament and of the Council, of 16 April 2014, on market abuse, and Articles 2.2 and 2.3 of Commission

Delegated Regulation (EU) 2016/1052, of 8 March 2016.

The Buy-back Program of treasury shares was communicated to the Spanish National Securities Market Commission and

Polish KNF by means of communication of Inside Information dated 28 February 2025, respectively.

The Buy-back Program of treasury shares ended on 4 December 2025.

In the period between 1 January 2025 and 31 December 2025, AmRest purchased 3,570,078 own shares with a total

nominal value of EUR 357,008.0, representing 1.6261% of the share capital of the Company. The aggregate

consideration for those purchases was PLN 54.9 million (EUR 12.9 million).

In the period between 1 January 2025 and 31 December 2025, the LTI 2022 was evaluated and converted into shares. In

the same period the vesting of 20% of LTI 2021 and 60% of LTI 2022 took place. During this period, the Company

disposed of a total of 837,931 own shares with a total nominal value of EUR 83,793.1 and representing 0.3817% of the

share capital to entitled participants. The shares were transferred to the entitled participants free of charge.

Also, in the period between 1 January 2025 and 31 December 2025, 889 treasury shares with a nominal value of EUR

89.0 and representing 0.0004% of the share capital were delivered to the beneficiaries of the stock options plans in force

for the AmRest Group.

In total the Company during the period between 1 January 2025 and 31 December 2025, AmRest disposed 838,820 of

own shares with a total nominal value of EUR 83,882.0 and representing 0.3821% of the share capital.

As of 31 December 2025, AmRest held 5,659,048 own shares with a total nominal value of EUR 565,904.8 and

representing 2.5775% 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