AmRest Holdings S.E.

Regulatory Filings • Dec 4, 2023

RB 24/2023 Start of a new share buy-back program;AmRest Holdings, SE("AmRest", the "Company"), in compliance with the provisions of Article17 of Regulation (EU) No 596/2014 on market abuse and Article 226 of Law6/2023 of 17 March on Securities Markets and Investment Services andconcordant provisions, issues the following statement of insideinformation concerning the share buy-back program.;The Company's Boardof Directors has resolved unanimously to set-up a buy-back program forthe repurchase of its own shares (the _quot;Buy-back Program_quot;), pursuant tothe authorisation granted by resolution of the AmRest General Meeting ofShareholders held on 12 May 2022 under item nine of the agenda, relatingto the authorisation to the Board of Directors for the derivativeacquisition of AmRest shares.;The Buy-back Program will be conducted inaccordance with the transparency and operational requirements underRegulation (EU) No 596/2014 of the European Parliament and of theCouncil of 16 April 2014 on market abuse (Market Abuse Regulation) andCommission Delegated Regulation (EU) 2016/1052 of 8 March 2016 (the_quot;Delegated Regulation 2016/1052_quot;) and will have the following features:;- Purpose of the Buy-back Program: to cover the settlements of theremuneration plans currently in force for AmRest Group executives andemployees.; - Maximum investment: the Buy-back Program will have amaximum monetary amount of EUR 12 million. The maximum monetary amountof the Buy-back Program may be reduced by the amount applied by theCompany, during its term, to the acquisition of its own shares in theblock market or outside the market for the same purpose, which will benotified to the market in the periodic communications of other relevantinformation informing of the transactions carried out under the Buy-backProgram or separately.; - Maximum number of shares: the maximum numberof shares to be acquired in the execution of the Buy-back Program willdepend on the average price at which purchases take place but will notexceed 10% of the Company's share capital. If, for illustrative purposesonly, today's closing listing price, i.e., 5.83 euros, were taken as areference purchase price, the maximum number of shares to be acquired,would be 2,058,319, representing 0.94% of the Company's share capital.;- Price and volume: the acquisition of the shares will be carried out inaccordance with the price and volume conditions set out in article 3 ofDelegated Regulation 2016/1052. Specifically:; (i) AmRest may notacquire shares at a price higher than the higher of (a) the price of thelast independent transaction, or (b) the highest independent bid at thattime on the trading venue where the purchase is made, even if the sharesare traded on different trading venues. In addition, the limitationsapproved in the resolution authorizing the acquisition of treasuryshares granted to the Board of Directors by AmRest's General Meeting ofShareholders held on 12 May 2022 will be considered.; (ii) AmRest maynot purchase on any trading day more than 25% of the average dailyvolume of AmRest shares on the Continuous Market of the Spanish StockExchanges or, as the case may be, the Warsaw Stock Exchange, during the20 trading days preceding the date of purchase.; - Indicative durationof the program: the Buy-back Program will commence on 4 December 2023and will remain in force during one year. However, AmRest reserves theright to terminate the Buy-Back Program if, prior to its expiry date, itreaches the maximum monetary amount, or the maximum number of sharesauthorized by the Board of Directors or in the event of othercircumstances that make it advisable to do so.; - Execution of theBuy-Back Program: Banco Santander, S.A. has been appointed as themanager of the Buy-Back Program, which will independently make decisionsregarding the purchase of the AmRest shares without any influence orinterference from the Company. Purchases under the Buy-back Program maybe made on the Continuous Market of the Spanish Stock Exchanges or, asthe case may be, the Warsaw Stock Exchange.; The interruption,termination and modification of the Buy-Back Program, as well asinformation on all share purchase transactions carried out thereunder,shall be duly communicated to the Spanish Securities Market Commission(CNMV) and the Polish Financial Supervision Authority (KNF) by means ofthe publication of the corresponding communications to the market, inaccordance with the provisions of Delegated Regulation 2016/1052.; 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