RB 66/2007 Preliminary Agreement with Fast Food Restaurants Group

The Management Board of AmRest Holdings N.V. (“AmRest”) informs that OOO AmRest (“Buyer”, “AmRest Russia”) and OOO Fast Food Restaurants Group (“Seller”), seated in Moscow, signed the preliminary agreement for the transfer of property and rights regarding 5 Rostik’s–KFC restaurants operated by the Seller in Russia (“Preliminary Transfer Agreement”), dated 26 October 2007. OOO AmRest is a newly registered name of OOO Pizza Nord, AmRest’s 100% subsidiary, seated in St. Petersburg.

The property and rights regarding Rostik’s–KFC restaurants include the restaurants’ equipment and agreements necessary to operate these restaurants (rent agreements, franchise agreements, agreements regarding electricity and other media delivery, liquor licenses etc.).

The parties agreed that the Preliminary Transfer Agreement will be finalized upon condition of successfully completion of due diligence process which will be finalized within 60 days from the date of signing this agreement. The additional condition is the approval of AmRest Russia general meeting of shareholders which will follow within 30 days from the date of completion of the due diligence. The total transaction price (“Transfer Price”) will be ultimately determined following the completion of this process and will not exceed USD 6.1 million.

The Seller shall effect the landlords’ consent for transfer of rights under lease agreements, related to the restaurants premises, to Buyer. In the event of impossibility to transfer such lease rights the parties shall be entitled to exclude such restaurants from the Final Transfer Agreement and correspondingly reduce the Transfer Price.

Legal act:

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