RB 44/2005 Acquisition of Spolpep Sp. z o.o.

The Management Board of AmRest Holdings N.V. informs that on 5 July this year the subsidiary American Restaurants Sp. z o.o. (Transferee) concluded with American Retail Concepts Inc. (Transferor) an agreement for the transfer of 100% of shares in SPOLPEP Sp. z o.o., a limited liability company, with its registered office at Wrocław, Poland, with an initial capital amounting to PLN 3,288,000. SPOLPEP operates four Pizza Hut/KFC restaurants located at Warsaw, Al. Solidarności 68 and ul. Widok 26.

Essential contractual provisions:

The purchase price for 100% of shares in SPOLPEP amounted to PLN 10,500,000 (ten million five hundred thousand). The said purchase price is be paid to the Transferor by 15 July 2005.

The agreement is subject to Polish law.

The agreement does not provide for any liquidated damages.

The agreement was entered into for an indefinite term.

The agreement in question is the first arrangement aimed to put into practice AmRest Holdings’ plans as to the purchase of Spolpep Sp. z o.o. and the extension until 2017 on favourable terms of the lease contracts regarding all four restaurants. The plans were presented in Current Report No. 42/2005 of 27 June 2005. The Management Board of AmRest Holdings N.V. expects that the final total transaction price (including an agreement guaranteeing lease until 2017) will amount to about 21 million PLN.