RB 123/2015 Change in the agenda of Extraordinary General Meeting of AmRest convened for August 12th, 2015

In regards to RB 107/2015 dated June 29th, 2015, the Management Board of AmRest Holdings SE (“AmRest”, ”the Company”) informs about receiving on July 17th, 2015 from one of the AmRest shareholders, Aviva Otwarty Fundusz Emerytalny Aviva BZ WBK (“the Shareholder”), representing at least one twentieth of the share capital of the Company, entered into the pension fund register maintained by the District Court in Warsaw, 7th Division, under number RFe 1 and managed by Aviva Powszechne Towarzystwo Emerytalne Aviva BZ WBK S.A. with its registered office in Warsaw, 44 Domaniewska Street, 02-672 Warsaw, entered into the National Court Register held by the District Court of the Capital City of Warsaw in Warsaw, XIII Economic Division of the National Court Register under number KRS 0000005940, NIP number 527-21-72-640 and REGON number 013236126, with share capital of PLN 137 000 000 (fully paid-in), a motion for supplementing the agenda of the Extraordinary General Meeting of AmRest convened for August 12th, 2015 with a following points:

 

- Point no. 6:

“Adoption of a resolutions on the number of the Supervisory Board members”.

Rationale of the motion: Pursuant to art. 365 § 1 of the Code of Commercial Companies and § 9. 2 of the Company’s Statute, determining the number of members  of the Supervisory Board is within the competence of the General Meeting of AmRest.  The Supervisory Board of the Company may consist of at least five members. Therefore, the adoption of mentioned resolution is intentional and justified.

 

- Point no. 7:

“Adoption of a resolutions on the changes in composition of the Supervisory Board”.

Rationale of the motion: Pursuant to art. 365 § 1 of the Code of Commercial Companies and § 9. 3 of the Company’s Statute, the appointment and dismissal of members of the Supervisory Board is within the competence of the General Meeting of AmRest. Therefore, the adoption of mentioned resolution is intentional and justified.

 

As of the date of the motion Aviva Otwarty Fundusz Emerytalny Aviva BZ WBK holds 2 100 000 shares of the Company, carrying right to 2 100 000 votes in the Company, which constitute 9.90% of the share capital of the Company and 9.90% of the total number of votes in the Company. Therefore, the Shareholder is entitled to demand the agenda of the AGM to be supplemented with additional points on the basis of the Article 401 § 1 of the Code of Commercial Companies.

 

Accordingly, the Company hereby announces the amended 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 resolutions on the number of the Supervisory Board members

7)      Adoption of a resolutions on the changes in composition of the Supervisory Board.

8)      Adoption of a resolutions on fixing the remuneration of the Supervisory Board members.

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

10)   Closing of the Meeting.

 

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