RB 18/2006 Draft resolutions to be voted on at the General Meeting of Shareholders of AmRest Holdings N.V.

The Management Board of AmRest Holdings N.V. encloses the draft resolutions to be considered at the Pre-Meeting of the General Meeting of Shareholders of AmRest Holdings N.V. (the “Pre-Meeting”) to be held on 19 May 2006 at 09.00 a.m. (CET) at the Rodeo Drive restaurant, Wrocław, Rynek 26/27 and the Annual General Meeting of Shareholders of AmRest Holdings N.V. (the “Annual General Meeting”) to be held on 22 May 2006 at 10.00 a.m. (CET) at the Hilton Schiphol Hotel, Schiphol Boulevard 701, 1118 BN Schiphol, the Netherlands.

In order to help the shareholders make decisions at the Annual General Meeting, the Company’s Articles of Association (Art. 31) provide that a Pre-Meeting of General Meeting of Shareholders should be held each time. The Shareholders may participate in, speak and exercise their voting rights at such Pre-Meetings. If a shareholder intends to participate in the Pre-Meeting he or she must notify the Management Board to that effect by 17 May 2006. A Shareholder may be represented at the Pre-Meeting by an attorney authorized in writing, provided that the Management Board receives the relevant Power of Attorney by 17 May 2006, under pain of its rejection. All the items on the agenda for the Annual General Meeting will be discussed at the Pre-Meeting and the Shareholders may authorize the Management Board in writing to participate in or to vote on their behalf at the Annual General Meeting. A resolution of the Annual General Meeting adopted in violation of an authorization granted, depending on circumstances, will be invalid or may be challenged.

The wording of the draft resolutions is included in the Appendix.