RB 36/2007 Share Loan Agreement

The Management Board of AmRest Holdings N.V. informs about signing of the Share Loan Agreement (“Agreement”), on the 2 July 2007, between International Restaurant Investments, LLC (“Lender”) and AmRest Holdings N.V. (“Borrower”, “AmRest”). The Lender is the owner of 4,756,850 shares of Borrower which constitute 35.24% of the total number of shares.

The objective of this Agreement is the finalization of the transaction resulting from the Merger Agreement (RB 20/2007 dated 21st May 2007) and the Amendment to this agreement (RB 35/2007 dated 3rd July 2007). The Borrower’s intention is to repay the borrowed shares with the newly-issued shares after they are admitted to the public trading on the Warsaw Stock Exchange. Following the successful admission to trading the Borrower will return the same number and nominal value of the borrowed shares to the Lender. The Borrower anticipates that the return of borrowed shares will be possible within a few weeks following the signing of the Agreement.

Pursuant to the Agreement the Borrower will borrow from Lender 670,606 shares of AmRest, of the nominal value EUR 0.01 each, such number as shall be exchanged in the finalization of the Merger Agreement. The borrowed shares constitute 4.97% of the Borrower’s initial capital and entitle to 670,606 votes, i.e. 4.97% of the total number of votes at the Borrower’s General Meeting.

The Borrower will be the registered holder and will keep full title to the borrowed shares during the term of the Loan. Pursuant to the Agreement, the term of the loan will commence on 2 July 2007 and end on the earlier to occur of (i) the first date (after the date first above written) the Borrower has available for issuance the same or greater number (as the number of borrowed shares) of the Borrower’s registered shares, with a nominal value of EUR 0.01 each, or (ii) the date falling 3 months after the date first above written.

Legal act:

Ustawa o ofercie z dnia 29 lipca 2005 art. 56. ust. 1 punkt 2.