RB 17/2018 Subscription and Shareholders’ Agreement with LPQ Russia Limited

The Management Board of AmRest Holdings SE (“AmRest”, the ”Company”) announces signing on February 27th, 2018 the Subscription and Shareholders’ Agreement (the “SSHA”) with LPQ Russia Limited, based in London, United Kingdom (“the Partner”).

The SSHA defines the main terms and conditions of cooperation between the Company and the Partner aimed at developing a restaurant business in the bakery segment in Russia through a newly-formed corporate structure. As a result, AmRest will become a majority shareholder, holding 51% stake in newly created company (“NewCo”). The remaining 49% stake will be held by the Partner. NewCo will own and control its subsidiaries: the operating entity in Russia and the trademarks holding company (altogether “the Structure”).

Currently the Partner owns the trademarks of “Хлеб Насущный" (Xleb Nasuschny), "Филипповъ" (Philippov) “Hаш хлеб" (Nash Khleb) and “Андреевские булочные" (Andreevsky Bulochnye) (jointly: “Trademarks”).

The cooperation assumes the contribution of Trademarks to the Structure by the Partner. AmRest will invest EUR 6m (six million Euro) into the Structure with the purpose of developing the restaurant business in Russia.

Intention of the parties is to finalize the transaction by June 2018, which is a subject to fulfilment of conditions precedent defined in SSHA.

The Management Board of AmRest believes that described partnership and expansion into bakery sector will increase Company’s footprint in the Russian market, enhance its product portfolio and broaden the customer base. The above is expected to strengthen AmRest’s position in the restaurant sector in the region as well as be a source of value creation for AmRest shareholders in the future.

Legal act:

Art. 17 Sec. 1 of Regulation (EU) No 596/2014 of The European Parliament and of The Council of 16 April 2014 on market abuse (Market Abuse Regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC