RB 17/2015 Share Purchase Agreement – Marinopoulos Coffee Companies

Management Board of AmRest Holdings SE (“AmRest”) announces the entering into the Share Purchase Agreement (“SPA”), dated March 4th, 2015, between AmRest Sp. z o.o. („AmRest Poland”) and Marinopoulos Coffee SEE B.V. (“Seller”). AmRest Poland acquires 100% shares of S.C. Marinopoulos Coffee Company III S.r.l. (“MCC Romania”) and Marinopoulos Coffee Company Bulgaria EOOD (“MCC Bulgaria”) at estimated price of ca. EUR 16m. Final purchase price will be determined as at the day of closing of the transaction. MCC Romania and MCC Bulgaria are sole operators of Starbucks coffee stores. Currently the Seller operates 19 units – 14 in Romania and 5 in Bulgaria. Current development plan assumes opening of 7 new Starbucks locations in Romania by the end of this year. The estimated revenues of MCC Romania and MCC Bulgaria in 2014 amounted to ca. EUR 10m while EBITDA profit is expected at ca. EUR 2m. The intention of both parties is to finalize the transaction by May 15th, 2015 (“Closing”). Closing is subject to conditions preceding, e.g.: consent of the owner of Starbucks brand, landlords’ approvals and satisfactory result of due diligence performed on MCC Bulgaria. The acquisition of MCC Romania and MCC Bulgaria will strengthen the restaurant industry leader position of AmRest in Central and Eastern Europe. The addition of well positioned Starbucks business to AmRest’s current portfolio will be accretive to AmRest’s margins and shall contribute to value creation for its shareholders. Legal act: Art. 56 Sec. 1 Point 1 of Act on public offering, conditions governing the introduction of financial instruments to organized trading and public companies dated July 29th 2005