RB 23/2011 Correction - Notice of the Convention of the Annual General Meeting – date and agenda

The Management Board of AmRest Holdings SE of Wrocław, Plac Grunwaldzki 25‑27, entered on 22 December 2008 in the Register of Entrepreneurs of the National Court Register by the District Court for Wrocław-Fabryczna, 6th Commercial Division of the National Court Register, entry No. KRS 0000320252 (the “Company” or “AmRest”), acting under Art. 53 of the Council Regulation (EC) nr 2157/2001 of 8th October 2001, Art. 395 and Art. 399 §1 in conjunction with Art. 4021 and Art. 4022 of the Code of Commercial Companies and under the provisions of §13 (1) and § 14 (1) and (2) of the Company’s Statute, informs that  the following amendment of the agenda of  the Annual General Meeting of AmRest Holdings SE (AGM) to be held on 10 June 2011, 11am at the Company’s registered office at Wrocław, Plac Grunwaldzki 25-27, is made: item 15 is added to the agenda of AGM in the following wording: "Consent of the shareholders to acquire own shares for the purpose of exercising the incentive management option plans.”.

Below, the Management Board of the AmRest provides correct information regarding the convention of the AGM.

The Management Board of AmRest Holdings SE of Wrocław, Plac Grunwaldzki 25‑27, entered on 22 December 2008 in the Register of Entrepreneurs of the National Court Register by the District Court for Wrocław-Fabryczna, 6th Commercial Division of the National Court Register, entry No. KRS 0000320252 (the “Company” or “AmRest”), acting under Art. 53 of the Council Regulation (EC) nr 2157/2001 of 8th October 2001, Art. 395 and Art. 399 §1 in conjunction with Art. 4021 and Art. 4022 of the Code of Commercial Companies and under the provisions of §13 (1) and § 14 (1) and (2) of the Company’s Statute, hereby convenes the Annual General Meeting of AmRest Holdings SE (AGM) to be held on 10 June 2011, 11am at the Company’s registered office at Wrocław, Plac Grunwaldzki 25-27, with the following agenda:

1)    Opening of the Annual General Meeting.

2)    Election of the Chair of the Annual General Meeting.

3)    Taking of the register of attendance.

4)    Determination of the correctness of the procedure used to convene the Annual General Meeting and its capacity to pass resolutions.

5)    Adoption of the agenda.

6)    Passing of a resolutions adopting the Rules of Procedure for the General Meeting.

7)    Consideration of the Director’s Report on the operation of the Company and the AmRest group in 2010.

8)    Consideration of the Company’s financial statements for the financial year 2010 and the consolidated financial statements for 2010.

9)    Consideration of the Report of the Supervisory Board for 2010.

10)   Adoption of resolutions:

a)    approving the Directors’ Report on the operation of the Company and the AmRest group in the financial year 2010,

b)    approving the Company’s financial statements for the financial year 2010 and the consolidated financial statements for 2010,

c)     adopting of a resolution regarding distribution of the Company’s profit for 2010.

11)   Adoption of a resolution on the acknowledgement of the fulfillment of duties entrusted to Members of the Management Board and the Supervisory Board in the financial year 2010.

12)   Adoption of resolutions appointing the Supervisory Board members.

13)   Adoption of resolution fixing the remuneration of the Supervisory Board members.

14)   Adoption of a resolution amending the Company’s Statute.

15)   Consent of the shareholders to acquire own shares for the purpose of exercising the incentive management option plans..

16)  Adoption of a resolution establishing the consolidated text of the Company’s Statute.

17)   Closing of the Meeting.

1.   The Management Board of AmRest Holdings SE hereby informs the Shareholders of the amendments to the Company’s Statute proposed by the Management Board of AmRest Holdings SE:

1.1 Amendment to §4 (1) of the Statute:

1.1.1. Present wording: „The Management Board of the Company shall be authorized to carry out, during a period ending no later than by 1 December 2011, one or more increases in the share capital by a total amount no greater than EUR 106,000 (say: one hundred six thousand Euro) – the authorized share capital.”

1.1.2. Proposed wording: „The Management Board of the Company shall be authorized to carry out, during a period ending no later than by 1 December 2014, one or more increases in the share capital, by a total amount no greater than  EUR 16 000 (sixteen thousand euro) – the authorized share capital.”

   1.2. Amendment to §4 (3) of the Statute:

1.2.1. Present wording: „Resolutions of the Management Board related to any issue connected with increasing the Company’s share capital within the amount of the authorized share capital, including the setting of the issue price and the issuing of shares in exchange for contributions in kind, shall require the consent of the Supervisory Board. The restrictions determined in the preceding sentence shall not apply to: (i) any increases in the Company’s share capital for purposes related to the exercise of stock options granted under any incentive management stock option plan to employees, including members of the Management Board of the Company or its subsidiaries, previously approved by the Meeting of Shareholders or the Supervisory Board based on the resolutions of the Supervisory Board taken before June 1, 2010; or (ii) any increases in the Company’s share capital for purposes related to the performance of the Shares Subscription Agreement of 22 April 2010 concluded between the Company and WP Holdings VII B.V.”

1.2.2. Proposed wording: „The increase of share capital within the boundaries of authorized capital shall be carried only for the purposes of the exercise of stock options granted under incentive management stock option plans to employees, including members of the Management Board of the Company or its subsidiaries, approved by the General Meeting or the Supervisory Board. Resolutions of the Management Board on the setting of issue price, or issuing the shares in exchange for contribution in kind do not require the consent of the Supervisory Board.”

   1.3. Amendment to §4 (4) of the Statute:

1.3.1.      Present wording: „Within the boundaries of the authorised share capital, the Management Board shall be authorised to deprive, whether in full or in part, of the pre-emptive right to shares upon consent of the Supervisory Board. The consent referred to in the first sentence shall be given in a resolution adopted by a majority of four fifths of the votes of Supervisory Board members. Furthermore, the consent referred to in the first sentence shall be given under the condition that the proceeds of the share issue are exclusively used for acquiring another undertaking or shares in an undertaking or on the condition that the shares are issued as payment for an acquired undertaking or shares in an acquired undertaking. The limitations referred to in the third sentence shall not apply to (i) any increases in the Company’s share capital for purposes related to the exercise of stock options granted under any incentive management stock option plan to employees, including members of the Management Board of the Company or its subsidiaries, previously approved by the Meeting of Shareholders or the Supervisory Board based on the resolution of the Supervisory Board taken before June 1, 2010; or (ii) any increases in the Company’s share capital for purposes related to the performance of the Shares Subscription Agreement of 22 April 2010 concluded between the Company and WP Holdings VII B.V.”

1.3.2.      Proposed wording: „Within the boundaries of the authorised share capital, the Management Board shall be authorised to deprive, whether in full or in part, of the pre-emptive right to shares upon the consent of the Supervisory Board. The consent referred to in the first sentence shall be given in a resolution adopted by a majority of four fifths of the votes of the Supervisory Board members.”                             

In accordance with Art. 4022 of the Code of Commercial Companies, the Management Board of AmRest Holdings SE hereby notifies the shareholders of the procedures to be applied in conjunction with the AGM, participation in the AGM and execution of the right to vote:

1.    Shareholders’ right to request certain issues to be included in the AGM agenda.

A shareholder or shareholders who represent at least 1/20 of the Company’s share capital may request certain matters to be included in the agenda of AGM.

The request shall be presented to the Management Board not later than twenty one days prior to the scheduled date of AGM. The request must include reasons or a draft resolution related to the proposed item of the agenda and may be submitted in Polish or English language.

The request may be sent to the Company in writing or by e-mail to the following address:wza@amrest.eu.

A shareholder or shareholders should prove beyond any doubt his entitlement to exercise this right on the day of the request, by presenting relevant documents in writing.

Without undue delay but not later than eighteen days prior to the scheduled date of the AGM, the Management Board shall announce changes to the agenda introduced upon the request of shareholders on the Company’s website or in a current report.

If the submitted request fails to satisfy the above mentioned requirements, the Company, within three business days of receiving that request, shall inform the petitioners accordingly and indicate the defects motivating the rejection of the request. A duly complemented request may be resubmitted provided the above mentioned submission deadline is met.

2.    Shareholders’ right to propose draft resolution concerning matters included or to be included in the agenda prior the AGM.

Before the date of the AGM a shareholder or shareholders representing at least 1/20 of the Company’s share capital may submit to the Company proposed draft resolutions on the matters included in the AGM agenda or on the matters to be included in the meeting agenda.

The notification may be sent to the Company in writing or by e-mail to the following address:wza@amrest.eu.

The proposed draft resolutions must be accompanied by documents confirming the right of a shareholder or shareholders to submit these projects.

If the proposal containing draft resolutions fails to satisfy the above mentioned requirements, the Company within three business days of receiving that proposal, shall inform the petitioners accordingly and indicate the defects motivating rejection of the draft resolutions. A duly complemented proposal may be resubmitted provided the above mentioned submission deadline is met.

3.    Shareholders’ right to propose draft resolution concerning matters included in the agenda during the AGM.

During the course of the AGM each shareholder may propose draft resolution concerning the matters on the agenda.

4.    Exercise of voting rights by a proxy, notification of establishing a proxy sent to the Company by means of electronic communication, and use of forms during voting by a proxy.

Shareholders may participate in the AGM and exercise their voting rights in person or by proxy. A proxy may represent more than one shareholder and vote differently for each shareholder. Proxy votes in accordance with the instructions given by the shareholder.

Pursuant to Art. 4121 § 2 of the Code of Commercial Companies, a proxy to participate in the general meeting of shareholders of a public company and to exercise the voting right must be granted in writing or in an electronic form. The granting of a proxy in an electronic form does not require a safe electronic signature. A proxy should be drawn up in Polish or English and may be sent to the Company prior to the AGM in an electronic form, as a scan of the proxy with the principal’s signature at the following address: wza@amrest.eu, by 9th June 2011 to 1pm.

Failure to provide such notification or submitting a notification in violation of the above mentioned requirements will be taken into account when determining the existence of a legitimate authorization of the proxy to represent the principal at the AGM. As a result a given person may, in particular, be not allowed to participate or be precluded from participation in the AGM. The participant, including a proxy, is required to sign the list of attendance immediately after arriving to the AGM. Before signing the list of attendance, participants are obliged to present a document proving their identity beyond any doubt. Persons acting as representatives (proxies), before signing the list of attendance, are additionally obliged to submit for the records documents confirming beyond any doubt their legitimate authorization to represent the principal at the AGM.

Forms that may be used by shareholders to vote by a proxy have been made available on the Company’s website (www.amrest.eu in the section Investors Relations/AGM).

The shareholders are not required to use those forms.

Representatives of legal persons should be in possession of the original or a copy of the entry in the appropriate register (issued in the last three months), which confirm their right to represent the entity.

5.    Participation and exercising voting rights at the AGM by means of electronic communication.

The Company does not allow participation in the AGM by means of electronic communication (including expressing one’s opinions during the AGM by such means) or the exercise of the voting rights by correspondence, as a result of which no forms to be used for voting by proxy will be published.

6.    The record date for the AGM.

The right to attend the General Meeting is only vested in persons being shareholders on the day of registration of participation in the General Meeting i.e. sixteen days before the General Meeting date.

7.    Registration of attendance at the AGM

Persons entitled to participate in the AGM are requested to register and collect their voting cards at the venue for half an hour before the AGM.

Other information

Under Art. 4063 §1 of the Code of Commercial Companies, shareholders entitled to participate in the AGM by virtue of bearer shares having the form of a document may participate in the AGM if they file with the Company, not later than on the day registration of participation in the AGM, a certificate attesting to the submission of their shares to the investment firm UniCredit CAIB Polska S.A. of Warsaw, Emilii Plater street 53. The certificate referred to above should state that the share documents will not be released before the date of registration of participation in the AGM.

A person authorized to participate in the General Meeting of Shareholders may access the full text of the documentation to be presented at the Meeting, draft resolutions and opinions of the Management Board or the Supervisory Board, on the Company’s web site at www.amrest.eu, under bookmark Investors Relations or at the Company’s registered office at Wrocław, Plac Grunwaldzki 25‑27 from 7th June 2011, between 9am and 4pm, where – as required under Art. 407 § 1 of the Code of Commercial Companies – also the list of the shareholders authorized to attend the Meeting will be available.

Use by the shareholders of the electronic means of communications requires the submission of any documents in PDF format to the e-mail address: wza@amrest.eu.

The shareholder bears the risk associated with the use of electronic means of communications with the Company.

The Management Board informs that all matters not addressed in this announcement shall be governed by the provisions of the Code of the Commercial Companies, the Company’s Statute and the Rules of Procedure for the General Meeting, hence, the Company’s shareholders are requested to familiarize themselves with the above mentioned regulations.

Legal basis: § 38 (1) (1) of the Ordinance of the Minister of Finance of 19 February 2009 on Current and Periodical Information Submitted by Issuers of Securities and the  Requirements for the Recognition as Equivalent of the Information Required under the Laws of Non-Member Countries of 19 February 2009 (Dz.U. Nr 33, poz. 259).