RB 62/2015 Proposal of draft resolution concerning the item 12 of AmRest Annual General Meeting agenda
In regards to RB 52/2015 dated April 22nd, 2015 and RB 57/2015 dated May 8th, 2015, the Management Board of AmRest Holdings SE (“AmRest”, ”the Company”) informs that one of the Company’s shareholders, ING Otwarty Fundusz Emerytalny (“the Shareholder”), with its registered head office in Warsaw, holding currently 3 600 000 shares of AmRest, submitted on May 15th, 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. Raimondo Eggink from the Supervisory Board of the Company;
2) appoint Mr. Raimondo Eggink 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 motion received from the Shareholder:
As of the date of this motion ING Otwarty Fundusz Emerytalny with its seat in Warsaw, holds 3 600 000 shares of the Company, carrying right to 3 600 000 votes in the Company, which constitute 16.97% of the share capital of the Company and 16.97% of the total number votes in the Company.
As a shareholder holding over 1/20 of the share capital of the Company ING Otwarty Fundusz Emerytalny 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. Raimondo Eggink declared his consent to be a candidate to the Supervisory Board of the Company and stated in writing that he meets the AmRest’s criteria required for a candidate to the supervisory boards regarding the independence from the Company and its related entities.
Experience and professionalism of Mr. Raimondo Eggink make him a valuable candidate to Supervisory Board of AmRest and guarantee high level performance of independent member duties.
The biography of Mr. Raimondo Eggink is enclosed to the regulatory announcement.
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)
