AmRest Holdings S.E. — M&A Activity 2018

Jun 1, 2018

RB 27/2018 Completion of Master Franchise Agreement and Asset PurchaseAgreement with Pizza Hut Russia;In relation to the current report23/2018 of 30 April, 2018 (as corrected on 7 May, 2018) AmRest HoldingsSE ("AmRest", the "Company") informs about (i) completion on 1 June,2018 of the Master Franchise Agreement (the "MFA") signed on 30 April2018 between AmRest (on 25 May 2018 assigned to AmRest OOO being thesubsidiary of AmRest) and Pizza Hut Europe S.à.r.l. ("PH Europe") and(ii) completion of Asset Purchase Agreement (the "APA") signed on 30April, 2018 between Pizza Company OOO, being the subsidiary of AmRestand Yum Restaurants International Russia and CIS LLC ("PH Russia").;As aresult of completion of MFA AmRest OOO will gain the master-franchiseerights for Pizza Hut brand in Russia, Azerbaijan and Armenia (the"Territory"). Furthermore AmRest OOO will become the franchisor fornearly 29 restaurants currently operated by multiple independentsub-franchisees in above mentioned countries.;In order to facilitate thegrowth of scale of Pizza Hut business, PH Europe introduced an incentivemechanism reducing certain fees incurred by AmRest OOO under the MFA("Reduced Fees"), provided that the AmRest meets certain developmentobligations specified in the MFA. Upon entry into force of the MFAAmRest OOO will be required to open and operate Pizza Hut Dine in,Express and Delivery restaurants in accordance with the developmentschedule setting the minimum number of openings in the subsequent yearsof the MFA's term. If AmRest OOO fails to meet the developmentobligations, PH Europe will have the right to increase the Reduced Feesand change the terms or terminate the MFA. The Parties' intention is toopen more than 200 Pizza Hut restaurants in the Russian market within 5years.;The MFA was granted for initial period of 10 years with an optionof further prolongations upon the fulfillment of certain terms andconditions.;Simultaneously AmRest informs that as a result of APAcompletion Pizza Company acquired the assets of 16 Pizza Hut Deliveryand Express restaurants run by PH Russia in Moscow.;In connection withthe completion of the Agreements and the accompanying agreements,AmRest's subsidiaries will pay to PH Russia 142.6 million rubles (EUR 2million).;In the opinion of the Executive Team of AmRest there is agreat potential for growing presence of Pizza Hut brand in Russia. Themaster franchise rights will contribute to strengthening the partnershipwith Yum! Brands and AmRest's leadership position of restaurant operatorin Russia.;Legal act: Art. 17 Sec. 1 of Regulation (EU) No 596/2014 ofThe European Parliament and of The Council of 16 April 2014 on marketabuse (Market Abuse Regulation) and repealing Directive 2003/6/EC of theEuropean Parliament and of the Council and Commission Directives2003/124/EC, 2003/125/EC and 2004/72/EC