RB 192/2017 Asset Purchase Agreement between AmRest and Pizza Hut Germany

With reference to the regulatory announcement RB 53/2017 dated March 27, 2017 the Management Board of AmRest Holdings SE (“AmRest”, the “Company”) announces signing and closing (“Completion”) on July 31st, 2017 of an Asset Purchase Agreement (“APA”) between AmRest DE Sp. z o.o. & Co. KG (subsidiary of AmRest, “Buyer”) and Pizza Hut Delivery Germany GmbH (“Seller”). As a result of the Completion the Buyer acquired two Pizza Hut delivery restaurants in Dusseldorf. The purchase price amounted to EUR 1 (approx. PLN 4).

Additionally, AmRest and AmRest Kft. (subsidiary of AmRest) signed on July 31st, 2017 the Master Franchise Agreement (“MFA”) with Yum Restaurants International Holdings, LLC (“Yum”). The MFA comes into force on August 1st, 2017. According to the MFA AmRest becomes the master-franchisee for 67 Pizza Hut Dine in, Express and Delivery restaurants currently operated by multiple sub-franchisees in the German market. The Company, as the exclusive master-franchisee, gained the right to granting the license to the third parties to operate Pizza Hut Dine in, Express and Delivery restaurants (sub-franchise) in Germany, while ensuring a certain share of restaurants operated directly by the Company.

The MFA was granted for initial period of 10 years with an option of further prolongations upon the fulfillment of certain terms and conditions.

In 2016 the network generated the system sales of approx. EUR 55m (PLN 239m) and consolidated revenues of ca. EUR 4m (approx. PLN 17.4m).

In order to facilitate the growth of scale of Pizza Hut business, Yum introduced an incentive mechanism reducing certain fees incurred by AmRest under the MFA ("Reduced Fees"), provided that the Company meets certain development obligations specified in the MFA.

Upon entry into force of the MFA AmRest will be required to open and operate Pizza Hut Dine in, Express and Delivery restaurants in accordance with the development schedule setting the minimum number of openings in the subsequent years of the MFA’s term. If AmRest fails to meet the development obligations, Yum will have the right to increase the Reduced Fees and change the terms or terminate the MFA. The Company's intention is to open more than 150 Pizza Hut restaurants in the German market within 5 years.

Legal act:

Art. 17 Sec. 1 of Regulation (EU) No 596/2014 of The European Parliament and of The Council of 16 April 2014 on market abuse (Market Abuse Regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC