RB 94/2015 Motion for convening an Extraordinary General Meeting received from a shareholder

The Management Board of AmRest Holdings SE (“AmRest”, ”the Company”) informs about receiving on June 15th, 2015 from one of the AmRest shareholders, WP Holdings VII B.V. (“the Shareholder”), with its registered head office in Amsterdam, the Netherlands, holding currently 6 726 790 shares of AmRest, acting pursuant to the Article 55 sec. 1 and 2 of the Council Regulation (EC) No. 2157/2001 of 8th October 2001 on the Statute for a European Company (SE), § 15(3) of the Company’s Statute and Article 400 § 1 of the Code of Commercial Companies, a motion for convening an Extraordinary General Meeting of AmRest on 16 July 2015, 11:00 am at the Company’s registered office in Wrocław, Plac Grunwaldzki 25-27, with the following agenda: 

1) Opening of the Extraordinary General Meeting.

2) Election of the Chairman of the Extraordinary General Meeting.

3) Drawing up the attendance list.

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

5) Adoption of the agenda of the Extraordinary General Meeting.

6) Adoption of a resolution on fixing the remuneration of the Supervisory Board members.

7) Adoption of a resolution on covering the costs of convening and holding the Extraordinary General Meeting by the Company.

8) Closing of the Meeting.

Rationale of the motion received from the Shareholder:

As of the date of this motion WP Holdings VII B.V. with its seat in Amsterdam, the Netherlands, currently holds 6,726,790 (six million seven hundred and twenty six thousand seven hundred and ninety) shares of the Company, carrying right to 6,726,790 (six million seven hundred and twenty six thousand seven hundred and ninety) votes in the Company, which constitute 31.71 % of the share capital of the Company and 31.71 % of the total number votes in the Company. Therefore the Shareholder is entitled to request that the extraordinary shareholders' meeting is convened and propose its agenda on the basis of the Article 55 sec. 1 and 2 of the Council Regulation (EC) No. 2157/2001 of 8th October 2001 on the Statute for a European Company (SE), § 15(3) of the Company’s Statute and Article 400 § 1 of the Code of Commercial Companies.

The proposed draft resolutions are attached.

Legal act:
Art. 56 Sec. 1 Point 2 of Act on public offering, conditions governing the introduction of financial instruments to organized trading and public companies dated July 29th 2005