RB 57/2015 Proposal of draft resolution concerning the item 12 of AmRest Annual General Meeting agenda

In regards to RB 52/2015 dated April 22nd, 2015, the Management Board of AmRest Holdings SE (“AmRest”, ”the Company”) informs that one of the Company’s shareholders, WP Holdings VII B.V. (“the Shareholder”), with its registered head office in Amsterdam, the Netherlands, holding currently 6 726 790 shares of AmRest, submitted on May 7th, 2015 below proposal of a draft resolution concerning the item 12 of AmRest Annual General Meeting agenda ("Adoption of a resolution regarding revocation and appointment of the Supervisory Board members") and requested the Management Board of the Company to put it to the vote at the Annual General Meeting of AmRest convened for May 19th, 2015.

 

Resolution ……

of the Annual General Meeting of AmRest Holdings SE (the “Company”)

with its registered seat in Wrocław,

 of 19 May 2015

on revocation and appointment of the Supervisory Board members

 

Pursuant to art. 385§1 of the Code of Commercial Companies with regards to art. 9 and art. 53 of the Council Regulation (EC) No. 2157/2001 of 8th October 2001 on the Statute for a European Company (SE) and § 9(3) of the Company’s Statute and Resolution no. 12 of the Annual General Meeting of the Company of 30 June 2010 on fixing the number of Supervisory Board members, the General Meeting resolves to:

1) revoke Mr. Joseph P. Landy from the Supervisory Board of the Company;

2) appoint Mr. Joseph P. Landy as a member of the Company’s Supervisory Board for a new 5-year term.

The resolution comes into force on the day of the adoption.

 

Rationale of the motionreceived from the Shareholder:

The above proposal is to ensure further co-operation with Mr. Joseph P. Landy and maintain his involvement in performing the supervisory duties in the Company for the next 5 years.

As of the date of this motion WP Holdings VII B.V. with its seat in Amsterdam, the Netherlands, currently holds 6,726,790 (six million seven hundred and twenty six thousand seven hundred and ninety) shares of the Company, carrying right to 6,726,790 (six million seven hundred and twenty six thousand seven hundred and ninety) votes in the Company, which constitute 31.71 % of the share capital of the Company and 31.71 % of the total number votes in the Company.

Therefore WP Holdings VII B.V. with its seat in Amsterdam, the Netherlands is entitled to propose the draft resolutions concerning items covered by the agenda of the AGM on the basis of  the Article 401 § 4 of the Code of Commercial Companies.

 

Mr. Joseph P. Landy declared his consent to be candidate to the Supervisory Board of the Company, and confirmed he meets the criteria required for a candidate to the supervisory boards, as provided for in the respective provisions of law.

The biography of Mr. Joseph P. Landy is available on AmRest website (www.amrest.eu)

 

Legal act:
§ 38 (1) (5) of the Ordinance of the Minister of Finance on Current and Periodical Information Submitted by Issuers of Securities and the Requirements for the Recognition as Equivalent of the Information Required under the Laws of Non-Member Countries of 19th February 2009 (Dz.U. 2014 item 133)