RB 29/2010 Draft resolutions to be voted on at the General Meeting of Shareholders of AmRest Holdings SE on 30 June 2010 – supplement.

The Management Board of AmRest Holdings SE (AmRest), with regards to RB nr 27/2010, supplements draft resolutions to be voted on at the General Meeting of Shareholders of AmRest Holdings SE:

1) as a result of delivery on 08.06.2010  Shareholder’s (BZ WBK AIB Asset Management S.A.) letter consisting of proposals of changes to AmRest Statute and drafts of the resolutions regarding  supplement of sec. 15 of the Agenda of the General Meeting of Shareholders of AmRest Holdings SE;
2) as a result of adjustment of resolution nr 9 attached to RB 27/2010;
3) by a draft of new resolution nr 22 on amending Company’s Statute regarding new amount of authorized capital.

1. The proposals of changes to AmRest Statute and drafts of the resolutions regarding supplement of  sec. 15 of the Agenda by BZ WBK AIB Asset Management S.A.:
1.1. Amendment to § 4(3) of the Statute:

a) Present wording: “No resolutions of the Management Board in matters of determination of the issue price and issue of the shares in exchange for in-kind contributions shall require consent of the Supervisory Board.”
b)  Proposed wording: “Resolutions of the Management Board related to any issue connected with increasing the Company’s share capital within the amount of the authorised 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 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.”
c) Draft of the Resolution nr 14a:

Resolution No. 14a
of the Annual General Meeting of Shareholders
of AmRest Holdings SE (the “Company”) of Wrocław, Poland
dated 30 June 2010
On amending the Company’s Statute

Acting under Art. 430 § 1 of the Code of Commercial Companies, it is resolved as follows: That § 4(3) of the Statute shall read as follows:
“Resolutions of the Management Board related to any issue connected with increasing the Company’s share capital within the amount of the authorised 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 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.”

This Resolution shall come into effect on the day of its entry in the Register by the Register Court.

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

a) 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.”
b) 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 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 condition referred to in the third sentence shall not apply to issuance of new shares for purposes of the exercise of 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. ”
c) Draft of the Resolution nr 15a:

Resolution No. 15a
of the Annual General Meeting of Shareholders
of AmRest Holdings SE (the “Company”) of Wrocław, Poland
dated 30 June 2010
On amending the Company’s Statute

Acting under Art. 430 § 1 of the Code of Commercial Companies, it is resolved as follows:

That in § 4(4) of the Statute, after the existing sentence the following sentences shall be added: “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 condition referred to in the third sentence shall not apply to issuance of new shares for purposes of the exercise of 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.”
This Resolution shall come into effect on the day of its entry in the Register by the Register Court.

1.3 Amendment to § 9(4) of the Statute:
a) Present wording: The members of the Supervisory Board shall be appointed for a period of six years.”
b) Proposed wording: The members of the Supervisory Board shall be appointed for a period of five years.”
c) The draft of the resolution nr 18a:

Resolution No. 18a
of the Annual General Meeting of Shareholders
of AmRest Holdings SE (the “Company”) of Wrocław, Poland
dated 30 June 2010
On amending the Company’s Statute

Acting under Art. 430 § 1 of the Code of Commercial Companies, it is resolved as follows: That § 9(4) of the Statute shall read as follows:
The members of the Supervisory Board shall be appointed for a period of five years.”
This Resolution shall come into effect on the day of its entry in the Register by the Register Court.

2. The adjustment of resolution nr 9 attached to RB 27/2010. According to sec. 13 of the Agenda two alternative versions of the resolution are presented:
a) Resolution No. 9a of the Annual General Meeting of Shareholders of AmRest Holdings SE (the “Company”) of Wrocław, Poland dated 30 June 2010

On appointing the Supervisory Board member:
Pursuant to art. 385§1 of the Code of Commercial Companies and §9 sec. 3 of the Statute, it is resolved as follows:
The General Meeting of Shareholders resolves to appoint........................ as Member of the Company’s Supervisory Board.
This resolution comes into force on the day of its adoption.

b) Resolution No. 9b of the Annual General Meeting of Shareholders of AmRest Holdings SE (the “Company”) of Wrocław, Poland dated 30 June 2010

On dismissing the Supervisory Board member:
Pursuant to art. 385§1 of the Code of Commercial Companies and §9 sec. 3 of the Statute, it is resolved as follows:
The General Meeting of Shareholders resolves to dismiss........................ of the Company’s Supervisory Board.
This resolution comes into force on the day of its adoption.

3. The draft amending §4 sec. 1 of Company’s Statute regarding new amount of authorized capitalin relation with current share capital increasing within authorized share capital.
a) Present wording: “The Management Board of the Company shall be authorised 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 authorised share capital.”
b) Proposed wording: “The Management Board of the Company shall be authorised 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 58 737.37 EUR (say: fifty eight thousand seven hundred seven and 37/100 Euro) – the authorised share capital.”
c) The draft of the resolution nr 22:

Resolution No. 22
of the Annual General Meeting of Shareholders
of AmRest Holdings SE (the “Company”) of Wrocław, Poland
dated 30 June 2010