AmRest Holdings S.E. — AGM Information 2021

Apr 12, 2021

PROPOSED RESOLUTIONS FORMULATED BY THE BOARD OF DIRECTORS TO THE 2021 ANNUAL GENERAL MEETING OF SHAREHOLDERS OF AMREST HOLDINGS, SE

The Board of Directors of AmRest Holdings, SE ("AmRest" or the "Company") proposes for approval by the General Shareholders' Meeting the following resolutions:

FIRST ITEM OF THE AGENDA

Examination and approval, if applicable, of the individual annual accounts (balance sheet, income statement, statement of recognized income and expenses, statement of cash flows, statement of changes in equity and notes to the annual accounts) and Directors' report of the Company; of the consolidated statements of the Company with its subsidiaries (income statement, statement of comprehensive income, statement of financial position, statement of cash flows, statement of changes in equity and notes to the consolidated annual financial statements); and the consolidated Directors' report, all of them corresponding to the fiscal year ended on December 31, 2020.

RESOLUTION

To approve the individual annual accounts (balance sheet, income statement, statement of recognized income and expenses, statement of cash flows, statement of changes in equity and notes to the annual accounts) and Directors' report of the Company; of the consolidated statements of the Company with its subsidiaries (income statement, statement of comprehensive income, statement of financial position, statement of cash flows, statement of changes in equity and notes to the consolidated annual financial statements); and the consolidated Directors' report, all of them corresponding to the fiscal year ended on December 31, 2020, which were formulated by the Board of Directors of the Company on February 24, 2021 and published on the website of the Company.

SECOND ITEM OF THE AGENDA

Examination and approval, if applicable, of the non-financial information statement for the year ended December 31, 2020, which is part of the consolidated Directors' report.

RESOLUTION

To approve the non-financial information statement for the year ended December 31, 2020, which is part of the consolidated Directors' report.

THIRD ITEM OF THE AGENDA

Examination and approval, if applicable, of the proposal for the application of the individual result corresponding to the fiscal year closed on December 31, 2020.

RESOLUTION

According to the proposal made by the Board of Directors of the Company, approve the application of the individual result of the Company consisting of benefits of 34,276,638.79 euros to be used entirely for reserves:

• Legal reserve: 347,301.91 euros.
• To voluntary reserves: 33,929,336.88 euros.

FOURTH ITEM OF THE AGENDA

Examination and approval, if applicable, of the management of the Board of Directors of the Company during the fiscal year closed as of December 31, 2020.

RESOLUTION

To approve the corporate management of the Board of Directors of the Company during the fiscal year ended on December 31, 2020.

FIFTH ITEM OF THE AGENDA

Ratification and reelection of Mrs. Mónica Cueva Díaz as Independent External Director.

RESOLUTION

Following the acceptance of the resignation submitted by Mr. Mustafa Ogretici with effects as from June 30, 2020 and the appointment by co-option on July 1, 2020 of Mrs. Mónica Cueva Díaz by the Board of Directors of AmRest to fill this vacancy, and following the proposal of the Appointments and Remuneration Committee and the report of the Board of Directors (both documents made available to the shareholders from the notice of the AGM), it is resolved to ratify the appointment by co-option and to re-elect Mrs. Mónica Cueva Díaz, as a member of the Board of Directors, with the status of independent, for the statutory term of four years, with effect from the date of adoption of this resolution.

SIXTH ITEM OF THE AGENDA

Examination and approval, if applicable, of the Remuneration Policy for Directors for the years 2021 to 2023.

RESOLUTION

It is resolved to approve the Remuneration Policy for Directors of AmRest Holdings, SE for the financial years 2021-2023. The text has been made available to the shareholders from the notice of the AGM together with the corresponding positive report of the Appointments and Remuneration Committee and the rest of documentation related to the AGM. The Remuneration Policy for Directors includes, among other components, the maximum limit of annual remuneration to be paid to all directors in their capacity as such.

This Policy will replace in all its terms the current Remuneration Policy for Directors for the financial years 2018 to 2021 approved by the General Meeting of Shareholders held on 6 June 2018.

SEVENTH ITEM OF THE AGENDA

Examination and approval, if applicable, of the maximum annual remuneration of the members of the Board of Directors in their capacity as such for the year 2021.

RESOLUTION

To approve, in accordance with the Remuneration Policy for Directors, the maximum annual amount of the remuneration of all the Directors of the Company in their capacity as such for the year 2021, which is set, according to the Remuneration Policy for Directors approved under resolution sixth above, at 1,500,000 of euros, indefinitely as long as the General Meeting does not agree otherwise. It is expressly stated that this annual amount does not include the remuneration that, for fixed salary, variable remuneration or other concepts, correspond to the executive directors for the performance of their executive functions in the Company.

EIGHTH ITEM OF THE AGENDA

Approval of the fifteen days period for the call to the Extraordinary Shareholders' Meetings in accordance with article 515 of the Companies Act.

RESOLUTION

Article 515 of the Spanish Companies Act allows listed companies that offer their shareholders the effective possibility of casting their votes by electronic means accessible to all to reduce the period for the call to Extraordinary Shareholders' Meetings to a maximum of fifteen days, provided however that such a reduction has been approved by the Annual General Meeting with the favourable vote of at least two thirds of the issued share capital with voting rights.

In this sense, it is proposed that the General Shareholders' Meeting approves that until the next Annual General Meeting, any Extraordinary Shareholders' Meeting may be called, as the case may be, with a maximum period of fifteen days, in accordance with article 515 of the Spanish Companies Act.

NITH ITEM OF THE AGENDA

Delegation of powers of attorney for the formalization and registration of the resolutions adopted by the General Meeting and to carry out the mandatory deposit of accounts.

RESOLUTION

Delegate in the broadest terms to the Board of Directors, with express powers of delegation and substitution, all powers necessary to interpret, execute and carry to full effect the resolutions adopted at this General Meeting, including the granting of all documents public or private, the publication of any advertisements that are legally enforceable, the registration in any public records that may be required and taking as many actions as may be necessary for that purpose; as well as, among others, the faculties to amend the defects, omissions or errors that were appreciated, including those appreciated in the verbal or written qualification of the Mercantile Registry, that could hinder the effectiveness of the resolutions, as well as, in particular, make the mandatory deposit of the annual accounts in the Mercantile Registry.

TENTH ITEM OF THE AGENDA

Consultative vote on the 2020 Annual Directors' Remuneration Report.

RESOLUTION

To approve, for consultative purposes, the 2020 Annual Directors' Remuneration Report, the full text of which was made available to the shareholders together with the rest of the documentation relating to the General Shareholders' Meeting from the date of publication of the call notice.