AmRest Holdings S.E. — M&A Activity 2023

Feb 27, 2023

RB 2/2023 Signing of a new agreement for the sale of KFC business inRussia;AmRest Holdings, SE ("AmRest", the "Group") issues the statementof inside information concerning an agreement to sale KFC business inRussia.;In connection with the sale of its KFC stores in Russia (the"Business") and the Inside Information published on 6 December 2022,with registration number 13/2022, AmRest informs that Unirest LLC("Unirest"), an affiliate of Yum! Brands Inc. ("Yum! Brands"), hasexercised its right of first refusal pursuant to the underlyingfranchise agreements for itself or for the benefit of a third party, andhas appointed Smart Service Nord Ltd. ("Smart Service") as the purchaserof the Business.;Smart Service is operated by two Russian KFCfranchisees, Messrs. Konstantin Kotov and Andrey Oskolkov and, accordingto public information, is the entity with which Yum! Brands Inc. enteredinto a sale and purchase agreement to transfer ownership of its RussianKFC restaurants in October of 2022.;As a consequence of Unirest'sexercise of its right of first refusal, AmRest has terminated the saleand purchase agreement entered into with OOO Almira on December 6, 2022,and signed a new sale and purchase agreement with Smart Service onFebruary 25, 2023, substantially in the same terms and conditions of theagreement between AmRest and OOO Almira.;Therefore, the new sale andpurchase agreement is subject to the approval by the anti-trust agencyof Russia and to other regulatory approvals which could be applicable inRussia.;As of today, and according to the terms of the sale and purchaseagreement, AmRest expects to receive a minimum of 100,000,000 euros fromthe sale of the Business.;The final terms of this transaction, which aresubject to certain external factors, including exchange rate, will becommunicated if and when the transaction closes. Nevertheless, AmRestestimates that after recognition of the impairment of the investment inthe Russian business in the consolidated financial statements as of June30, 2022, the completion of the transaction should not require furtheradjustments;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