RB 204/2017 Shareholders Agreement – Restaurant Partner Polska Sp. z o.o.

With reference to the regulatory announcement RB 64/2017 dated April 1st, 2017 the Management Board of AmRest Holdings SE (“AmRest”, the ”Company”) announces signing on August 31st, 2017 the Shareholders Agreement (the “SHA”) with Delivery Hero GmbH, based in Berlin, Germany (“Delivery Hero”), being execution of the Investment Agreement (the “IA”) concluded by the Company, Delivery Hero and Restaurant Partner Polska Sp. z o.o., based in Łódź, Poland („RPP”) on March 31st, 2017.

As a result, AmRest took over the newly issued shares in RPP – the operator of PizzaPortal.pl platform in Poland, and became its majority shareholder, holding 51% of total number of RPP shares. The outstanding 49% of shares remained in the possession of Delivery Hero.

The acquisition price for the 51% of shares in the RPP was agreed at PLN 10 million. In addition, the parties of SHA committed to make investment in the RPP in the amount of PLN 14 million (PLN 7 million each) in the first quarter of 2018.

All the conditions necessary for the completion of the transaction that were agreed by the parties of the Investment Agreement have been fulfilled.

According to the IA, in the coming months AmRest will also start the partnership with Delivery Hero’s subsidiaries in Czech Republic and Hungary - DameJidlo.cz and NetPincér.hu. Both platforms are the market leaders in online food ordering industry.

PizzaPortal.pl, DameJidlo.cz and NetPincér.hu platforms are expected to significantly enhance the operation of food delivery segment within AmRest.

The Management Board of AmRest believes that the partnership with Delivery Hero will make the offer of Company’s operated brands more accessible to new customers and substantially increase AmRest’s market share in delivery segment. In the long term, this should have a positive impact on creating value for the Company’s shareholders.

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