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

Feb 27, 2018

RB 17/2018 Subscription and Shareholders' Agreement with LPQ RussiaLimited;The Management Board of AmRest Holdings SE ("AmRest", the"Company") announces signing on February 27th, 2018 the Subscription andShareholders' Agreement (the "SSHA") with LPQ Russia Limited, based inLondon, United Kingdom ("the Partner").;The SSHA defines the main termsand conditions of cooperation between the Company and the Partner aimedat developing a restaurant business in the bakery segment in Russiathrough a newly-formed corporate structure. As a result, AmRest willbecome a majority shareholder, holding 51% stake in newly createdcompany ("NewCo"). The remaining 49% stake will be held by the Partner.NewCo will own and control its subsidiaries: the operating entity inRussia and the trademarks holding company (altogether "theStructure").;Currently the Partner owns the trademarks of "ХлебНасóщный" (Xleb Nasuschny), "Филипповъ" (Philippov) "Hаш хлеб" (NashKhleb) and "Андреевсęие бóлочные" (Andreevsky Bulochnye) (jointly:"Trademarks").;The cooperation assumes the contribution of Trademarks tothe Structure by the Partner. AmRest will invest EUR 6m (six millionEuro) into the Structure with the purpose of developing the restaurantbusiness in Russia.;Intention of the parties is to finalize thetransaction by June 2018, which is a subject to fulfilment of conditionsprecedent defined in SSHA.;The Management Board of AmRest believes thatdescribed partnership and expansion into bakery sector will increaseCompany's footprint in the Russian market, enhance its product portfolioand broaden the customer base. The above is expected to strengthenAmRest's position in the restaurant sector in the region as well as be asource of value creation for AmRest shareholders in the future.;Legalact: Art. 17 Sec. 1 of Regulation (EU) No 596/2014 of The EuropeanParliament and of The Council of 16 April 2014 on market abuse (MarketAbuse Regulation) and repealing Directive 2003/6/EC of the EuropeanParliament and of the Council and Commission Directives 2003/124/EC,2003/125/EC and 2004/72/EC