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Amrest Holdings SE Consolidated Management Board's Report for The AmRest Holdings SE Consolidated Management Board’s Report for the year 2017 8 March 2018 1 Contents 1. Selected financial data ............................................................................................................................ 7 2. Description of the Company ................................................................................................................. 10 2.1. Basic services provided by the Group ................................................................................................. 10 2.2. Restaurants in the Quick Service Restaurants (QSR) segment ............................................................ 10 2.3. Restaurants in the Casual Dining Restaurants (CDR) segment ........................................................... 14 3. Structure of revenues ............................................................................................................................ 18 4. Supply chain ......................................................................................................................................... 19 5. Employment in AmRest........................................................................................................................ 21 6. Financial and asset position of the Group ............................................................................................. 22 6.1. Assessment of the Group’s results and the structure of its balance sheet ............................................ 22 6.2. Assessment of future ability to settle incurred liabilities ..................................................................... 28 6.3. Financial instruments in AmRest ......................................................................................................... 28 6.4. Structure of key investments and capital expenditure projects ............................................................ 28 6.5. Description of key domestic and foreign investments ......................................................................... 28 6.6. Insurance contracts .............................................................................................................................. 31 6.7. Major events with a significant impact on the Company’s operations and results .............................. 31 6.8. Information on significant transactions with related parties concluded by the Issuer or its subsidiaries on terms other than market’s conditions .......................................................................... 38 6.9. Major achievements of the Company in the field of research and development ................................. 38 7. The AmRest Holdings SE Group in 2017 ............................................................................................. 39 7.1. Planned investment activities and assessment of their feasibility ........................................................ 39 7.2. External and internal factors which are significant to the Company’s development ........................... 39 7.2.1. External factors .................................................................................................................................... 39 7.2.2. Internal factors ..................................................................................................................................... 40 8. Basic risks and threats to which the Company is exposed .................................................................... 41 8.1. Factors remaining outside the Company’s control............................................................................... 41 8.2. Dependency on the franchisor ............................................................................................................. 41 8.3. Dependency on joint venture partners ................................................................................................. 41 8.4. No exclusive rights .............................................................................................................................. 42 8.5. Rental agreements and continuation options ....................................................................................... 42 8.6. Risk related to the consumption of food products ............................................................................... 42 8.7. Risk related to keeping key personnel in the Company ....................................................................... 43 8.8. Risk related to labour costs of restaurant employees and employing and keeping professional staff .. 43 8.9. Risk related to limited access to foodstuffs and the variability of their cost ........................................ 43 8.10. Risk related to developing new brands ................................................................................................ 43 2 8.11. Risk related to opening restaurants in new countries ........................................................................... 43 8.12. Currency risk ....................................................................................................................................... 44 8.13. Risk related to the current geopolitical situation in the Ukraine and Russia ....................................... 44 8.14. Risk of increased financial costs .......................................................................................................... 44 8.15. Liquidity risk ....................................................................................................................................... 44 8.16. Tax risk ................................................................................................................................................ 44 8.17. Risk of economic slowdowns .............................................................................................................. 45 8.18. Risk related to seasonality of sales ...................................................................................................... 45 8.19. Risk of computer system breakdowns and temporary breaks in serving customers in network restaurants ............................................................................................................................................ 45 9. Company’s strategic development directions ....................................................................................... 46 10. Changes in the basic principles of the issuer’s and its capital group’s management ............................ 47 11. Information on the control system for employee share programs ......................................................... 48 12. Composition of the Holding ................................................................................................................. 50 13. Loans and borrowings ........................................................................................................................... 52 14. Guarantees and warranties .................................................................................................................... 54 15. Court, arbitration or administrative proceedings .................................................................................. 55 16. Management Representations ............................................................................................................... 56 16.1. Correctness and fairness of the presented financial statements ........................................................... 56 16.2. Selection of the registered audit company ........................................................................................... 56 Appendix No. 1: Financial results for the fourth quarter of 2017 ......................................................................... 59 Appendix No. 2: Corporate Governance ............................................................................................................... 61 1. Statement of compliance with the Code of Best Practices for WSE Listed Companies ...................... 61 2. Description of the main features of internal control and risk management systems in reference to the preparation of financial statements ...................................................................................................... 64 3. Composition of the governing bodies .................................................................................................. 64 3.1. Changes in the Parent Company’s Management Board ............................................................................ 64 3.2. Changes in the Parent Company’s Supervisory Board .............................................................................. 65 3.3. Composition of the Management and the Supervisory Boards ................................................................. 66 4. Functional description of the management and supervisory bodies..................................................... 66 5. Remuneration of Management and Supervisory Board Members ....................................................... 67 6. The Audit Committee of AmRest – its functioning, composition and changes that occurred during the last financial year ........................................................................................................................... 68 7. The Company’s shareholding structure ............................................................................................... 70 8. Changes in the shareholding structure ................................................................................................
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