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

May 24, 2018

RB 25/2018 Binding Head of Terms between AmRest and KFC France;AmRestHoldings SE ("AmRest", the "Company") informs of the signing on May23rd, 2018 of the Binding Head of Terms ("HoT") determining the keyterms and conditions on, and subject to which, KFC France SAS ("KFCFrance") would be willing to proceed with a potential transaction withAmRest Opco SAS whereby (i) KFC France would sell and AmRest Opco wouldbuy 15 equity restaurants run by KFC France ("KFC Business") in theFrench market, and (ii) the parties would sign a Standard KFCInternational Franchise Agreement for each restaurant (collectivelycalled the "Contemplated Transaction").;The purchase price for the KFCBusiness is subject to the outcome of a due diligence to be carried outby AmRest.;It is the intention of AmRest and KFC France that the finalagreements (the agreements required for closing of the ContemplatedTransaction) shall be signed no later than July 31st, 2018, and closingof the Contemplated Transaction, including transfer of ownership of KFCBusiness and payment of the purchase price shall occur no later thanSeptember 30th, 2018. If the parties fail to sign the final agreementsby December 31st, 2018 the HoT shall terminate immediately, unlessotherwise agreed in writing by both parties.;In the opinion of theCompany there is a great potential for growing KFC brand in WesternEurope. Acquisition of several of KFC French restaurants will contributeto strengthening the partnership with Yum! Brands and AmRest'sleadership position of restaurant operator in Europe as well as drivethe value creation for AmRest's shareholders.;Legal act: Art. 17 Sec. 1of Regulation (EU) No 596/2014 of The European Parliament and of TheCouncil of 16 April 2014 on market abuse (Market Abuse Regulation) andrepealing Directive 2003/6/EC of the European Parliament and of theCouncil and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC