RB 19/2009 Ordinary General Shareholders’ Meeting – Announcement

The Management Board of AmRest Holdings SE, with its registered head office in Wrocław, at Plac Grunwaldzki 25-27, entered on 22 December 2008 to the Register of Entrepreneurs of the National Court Register by the Wrocław Fabryczna Regional Court, Section VI (Economic) in the National Court Register, entry number KRS 0000320252, acting in accordance with art. 395 § 1, § 2, § 5 and art. 399 § 1 of the Code of Commercial Companies, as well as on § 13 sec. 1 and sec. 2 and § 14 sec. 1 and sec. 2 of the Company Statute, hereby announces the conveying of an Ordinary General Shareholders’ Meeting of AmRest Holdings SE, which will take place on 22 May 2009,  at 11 AM at the Company’s head office in Wrocław, Plac Grunwaldzki 25-27 with the following agenda:

1. Opening of the Ordinary General Shareholders’ Meeting;
2. Election of the Chairman of the Ordinary General Shareholders’ Meeting;
3. Drawing up a attendance list;
4. Verification of the validity of conveying the Ordinary General Shareholders’ Meeting and its authority to adopt resolutions;
5. Adoption of the Agenda;
6. Adoption of the By-laws of the General Shareholders Meeting;
7. Review of the Management Board Report of the Company and the AmRest Group Activities in financial year 2008;
8. Review of the Financial Statements of the Company for the financial year 2008 and of Consolidated Financial Statements of the AmRest Group for the financial year 2008; 
9. Review of the Supervisory Board Report for 2008;
10. Adoption of Resolutions regarding:
a. approval of the Management Board Report of the Company and AmRest Group  Activities in the financial year 2008;
b. approval of the Financial Statements of the Company for the financial year 2008 and of the Consolidated Financial Statements of the AmRest Group for the financial year 2008; 
c. distribution of the Company’s profits for the financial year 2008;
11. Adoption of Resolutions  releasing members of the Management Board and the Supervisory Board from their duties in the financial year 2008;
12. Adoption of Resolutions changing  the composition of the Supervisory Board;
13. Adoption of the Resolution  approving the Management Board decision of December 11th, 2008 regarding adoption  of the  International Financial Reporting Standard (IFRS) in stand alone financial statement of the Company for the financial year 2008;
14. Closing of the Ordinary General Shareholders’ Meeting.

The Management Board of the Company  informs that, in accordance with article 9 sec. 3 of the Act on public offering and conditions of introducing financial instruments to the organized trading system and on public companies dated July 29th 2005 (Journal of Laws, No. 183, item 1538 with subsequent amendments), participation in the General Shareholders’ Meeting is contingent upon the deposition of a registered depositary certificate no later than one week prior to the General Shareholders’ Meeting, i.e. by 3.30 PM on 15 May 2009, at the head office of the Company in Wrocław(50-365),Plac Grunwaldzki 25-27, Legal Department, 2nd floor, and non reclaiming it  until the closing of the General Shareholders’ Meeting.

The registered deposit certificate, which must be submitted to the Company prior to the General Shareholders’ Meeting, should include a statement declaring that it was issued for the purpose of confirming the rights of the shareholder of the Company to participate in this General Shareholders’ Meeting, and that, from the moment of its issuance, the appropriate number of shares which it represents have been blocked on the securities account until the conclusion of the General Shareholders’ Meeting.

The list of shareholders entitled to participate in the General Shareholders’ Meeting will be available at the head office of the Company for a period of three weekdays prior to the General Shareholders’ Meeting, i.e. from 19 May 2009.

Shareholders may participate in the General Shareholders’ Meeting and exercise their voting rights either in person or through a proxy. The proxy document should be granted in writing, being otherwise subject to invalidity, with either the original or an authorized copy thereof being submitted to the Company.

A proxy submitted by a foreign entity granted in a foreign language other than English should be accompanied by a translation into Polish done by a sworn translator.

Authorized copies of the mentioned above proxy should be certified by a notary or a legal counsel. Please be informed that, in accordance with art. 421 § 3 of the Code of Commercial Companies, both the proxy documents submitted by a shareholder and the authorized copies of the same are attached to the minutes of General Meeting and are not subject to return.

Representatives of domestic or foreign legal entities should present current, authorized copies from appropriate court or other registration documents, listing those persons entitled to represent said entities.

Persons not listed in the above-mentioned documents should present appropriate proxy, signed by those persons listed in the authorized copies and being entitled to represent the given entity.

The registration of shareholders will start at 10.30 AM before the beginning of the Ordinary General Shareholders’ Meeting.

(Translation from the original Polish version. In the event of differences resulting from the translation, reference should be made to the official Polish version.)

Legal act:
§38, sec. 1 point 1 of the of the Decree of the Minister of Finance regarding current and periodic information published by issuers of securities and conditions for recognising as equivalent information required by the laws of a non-member state dated 19 February 2009 (Journal of Laws from 2009 No. 33, item 259)