RB 79/2008 Draft resolutions to be voted on at the Extraordinary General Meeting of Shareholders

The Management Board of AmRest Holdings SE encloses the draft resolutions to be considered at the Pre-Meeting of the General Meeting of Shareholders of AmRest Holdings SE (the “Pre-Meeting”) to be held on 25 November 2008 at 10.00 a.m. (CET) at the AmRest business office, Plac Grunwaldzki 25-27, 50-365 Wrocław, Polska and the Extraordinary General Meeting of Shareholders of AmRest Holdings SE (the “General Meeting”) to be held on 26 November 2008 at 10.00 a.m. (CET) at the Hilton Schiphol Hotel, Schiphol Boulevard 701, 1118 BN Schiphol, the Netherlands.

In order to help the shareholders to make decisions at the General Meeting, the Company’s Articles of Association (Art. 31) provide that a Pre-Meeting of General Meeting of Shareholders should be held each time. The Shareholders may participate in, speak and exercise their voting rights at such Pre-Meetings. If a shareholder intends to participate in the Pre-Meeting he or she must notify the Management Board to that effect by 19 November 2008. A Shareholder may be represented at the Pre-Meeting by an attorney authorized in writing, provided that the Management Board receives the relevant Power of Attorney by 19 November 2008, under pain of its rejection. All the items on the agenda for the General Meeting will be discussed at the Pre-Meeting and the Shareholders may authorize the Management Board in writing to participate in or to vote on their behalf at the General Meeting. A resolution of the General Meeting adopted in violation of an authorization granted, depending on circumstances, will be invalid or may be challenged.

The wording of the resolutions is included in the Appendix.

Legal act:

Rozporządzenie  MF o raportach  bieżących  i okresowych – art. 97 ust. 5