RB 57/2007 Change of the capital and issuance of AmRest Holdings N.V. shares

The Management Board of AmRest Holdings N.V. (“AmRest”) informs that it received the confirmation regarding the registration of the change in the Company’s share capital by Amsterdam’s Chamber of Commerce, dated 27 August 2007. Pursuant to the received confirmation the authorized capital of AmRest has been increased from EUR 150,000 to EUR 160,000 (from 15,000,000 shares to 16,000,000 shares) and the issued capital of the Company has been increased from EUR 135,000.00 to EUR 141,706.06 (from 13,500,000 shares to 14,170,606 shares). The nominal value of one AmRest share amounts to EUR 0.01. Following the registration of this change the total number of votes, resulting from all AmRest issued shares, amounts to 14,170,606 (100% of the total number of votes).

The above mentioned changes in AmRest’s capital result from the Company’s acquisition transaction of 100% of OOO Pizza Nord shares, the operator of Pizza Hut and KFC restaurants in Russia (described in RB 35/2007 dated 3 July 2007)

The increase of authorized capital was approved by AmRest General Meeting of Shareholders dated 28 June 2007 through the Resolution No 3 (RB 30/2007 dated 28 June 2007).

The issuance of 670,606 shares (the increase of the issued capital to 14.170.606 shares) has been approved by AmRest General Meeting of Shareholders dated 28 June 2007 through the Resolution No 2 (RB 30/2007 dated 28 June 2007).

The issuance results from the Share Loan Agreement signed on 2 July 2007 (RB 36/2007 dated 3 July 2007) between AmRest and International Restaurant Investments, LLC („IRI”), the former main shareholder of the Company. Due to the Share Loan Agreement the Company was able to finalize the acquisition of OOO Pizza Nord. The newly-issued shares will be returned to IRI following their admission to trading on the Warsaw Stock Exchange. 

Legal act:

Ustawa o ofercie z dnia 29 lipca 2005 art. 56. ust. 1 punkt 2.