RB 14/2013 Supplement to AmRest 2012 Annual Report containing information on the composition and actions of Audit Committee

The Management Board of AmRest Holdings SE (“AmRest”, “the Company”) as a supplement to Annual Report for the year 2012 (RS 2012), published on 19 March 2013, provides information on the composition and actions of the Audit Committee.

The composition and personnel changes that occurred during the last fiscal year and a description of AmRest Audit Committee’s tasks

In 2012, there were no changes in the composition of the Audit Committee.

In 2012, the Audit Committee comprised the following members of AmRest Supervisory Board:

- Raimondo Eggink

- Robert Feuer

- Per Steen Breimyr.

As at the date of publication of this report, the above list reflects the current composition of the Audit Committee of AmRest.

The Audit Committee’s tasks

The Audit Committee’s tasks are advising the Supervisory Board on matters regarding the proper implementation of the principles of budget and financial reporting and the Company’s and its Capital Group internal audit (within the meaning of the provisions on accounting) as well as cooperation with the Company’s authorized auditors. In particular, the Audit Committee’s tasks are the following:

(A) monitoring the work of the Company’s authorized auditors as well as giving to the Supervisory Board recommendations on the selection and remuneration of authorized auditors;

(B) discussing, before the beginning of each annual financial statement audit, with the Company’s authorized auditors the nature and scope of the audit as well as monitoring the coordination of work between the Company’s authorized auditors;

(C) reviewing the Company’s periodic and annual financial statements (stand alone and consolidated), in particular concentrating attention on the following:

- any changes in booking standards, principles and practices;

- main issues being reviewed;

- substantial adjustments resulting from the audit;

- statements on continuation of operation;

- accuracy with the binding law on book keeping;

(D) discussing any problems or reservations which may arise from the audit of financial statements;

(E) analyzing the Company’s authorized auditor’s letters to the Management Board, analyzing the independence and objectivity of the accomplished audit and the Management Board responses;

(F) providing opinions on annual and long-term financial plans;

(G) providing opinions on dividend policy, distribution of profit and issue of securities;

(H) reviewing management accountancy systems;

(I) reviewing the AmRest’s capital group annual report and internal audit system, including the mechanics of financial, operational, managerial checks, checks on compliance with regulations, and risk assessment;

(J) analyzing the internal auditors’ reports and internal analysts’ main observations, the Management Board responses to these observations; checking the internal auditors’ level of independence and giving opinions on the Management Board’s plans regarding the employment and dismissal of the head of the internal audit department;

(K) annual review of the internal audit schedule, internal and external auditors work coordination, and inspection of the internal auditors’ work conditions;

(L) cooperation with the Company’s departments, responsible for audit and checking, as well as periodic assessment of their work;

(M) consideration of any other matters regarding the Company’s audit, highlighted by the committee or the Supervisory Board;

(N) informing the Supervisory Board of any significant issues regarding the activities of the Audit Committee.

Legal act:

Art. 56 Sec. 1 Point 2 of Act on public offering, conditions governing the introduction of financial instruments to organized trading and public companies dated July 29th 2005