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AMREST GROUP Consolidated Financial Statements

for the year ended 31 December 2020
AmRest Group
Consolidated annual report 2024
AMREST GROUP Consolidated Financial Statements

for the year ended 31 December 2020
Consolidated Financial
Statement
for the year ended 31 December 2024
AmRest Group
26 February 2025
AMREST GROUP Consolidated Financial Statements

for the year ended 31 December 2020
Consolidated Financial
Statement
for the year ended 31 December 2024
AmRest Group
26 February 2025
AMREST GROUP Consolidated Financial Statements

for the year ended 31 December 2020
Consolidated Financial
Statement
for the year ended 31 December 2024
AmRest Group
26 February 2025
AMREST GROUP Consolidated Financial Statements

for the year ended 31 December 2020
Consolidated Financial
Statement
for the year ended 31 December 2024
AmRest Group
26 February 2025
AMREST GROUP Consolidated Financial Statements

for the year ended 31 December 2020
Consolidated Financial
Statement
for the year ended 31 December 2024
AmRest Group
26 February 2025
AMREST GROUP Consolidated Financial Statements

for the year ended 31 December 2020
Consolidated Financial
Statement
for the year ended 31 December 2024
AmRest Group
26 February 2025
Consolidated Financial
Statements
for the year ended 31 December 2024
AmRest Group
26 February 2025
AMREST GROUP Consolidated Financial Statements
for the the year ended 31 December 2024
Contents

Consolidated income statement for the year ended 31 December 2024.............................................................................................................. | 5
Consolidated statement of comprehensive income for the year ended 31 December 2024 ............................................................................. | 6
Consolidated statement of financial position as at 31 December 2024 ................................................................................................................ | 7
Consolidated statement of cash flows for the year ended 31 December 2024 ................................................................................................... | 8
Consolidated statement of changes in equity for the year ended 31 December 2024 ....................................................................................... | 9
Notes to the Consolidated Financial Statements ...................................................................................................................................................... | 10
1. General information on AmRest Group ......................................................................................................................................................... | 10
2. Group Structure ................................................................................................................................................................................................ | 11
3. Basis of preparation ........................................................................................................................................................................................ | 12
4. Use of judgements and estimates .................................................................................................................................................................. | 13
5. Segment reporting ............................................................................................................................................................................................ | 14
6. Revenues ........................................................................................................................................................................................................... | 15
7. Operating costs and losses ............................................................................................................................................................................. | 16
8. Other operating income and expenses ......................................................................................................................................................... | 16
9. Finance income and costs ............................................................................................................................................................................... | 16
10. Income taxes ................................................................................................................................................................................................... | 17
11. Property, plant and equipment ...................................................................................................................................................................... | 19
12. Leases .............................................................................................................................................................................................................. | 20
13. Intangible assets ............................................................................................................................................................................................. | 21
14. Goodwill ............................................................................................................................................................................................................ | 22
15. Net impairment of non-financial assets ....................................................................................................................................................... | 23

16. Trade and other receivables ......................................................................................................................................................................... | 27
17. Cash and cash equivalents ........................................................................................................................................................................... | 27
18. Other assets .................................................................................................................................................................................................... | 27
19. Equity ................................................................................................................................................................................................................ | 28
20. Non-controlling interests ................................................................................................................................................................................ | 30
21. Earnings per share ......................................................................................................................................................................................... | 32
22. Loans and borrowings .................................................................................................................................................................................... | 32
23. Share-based payments .................................................................................................................................................................................. | 34
24. Employee information .................................................................................................................................................................................... | 36
25. Provisions ........................................................................................................................................................................................................ | 37
26. Trade payables and other liabilities ............................................................................................................................................................ | 38
27. Financial instruments ..................................................................................................................................................................................... | 38
28. Tax risks and uncertain tax positions ........................................................................................................................................................... | 40
29. Future commitments and contingent liabilities ........................................................................................................................................... | 41
30. Assets held for sale and discontinued operations ..................................................................................................................................... | 41
31. Transactions with related entities ................................................................................................................................................................. | 43
32. Audit fees ......................................................................................................................................................................................................... | 44
33. Events after the reporting period .................................................................................................................................................................. | 44
34. Material accounting policies .......................................................................................................................................................................... | 45
a. Basis of consolidation ............................................................................................................................................................................ | 45
b. Foreign currency ..................................................................................................................................................................................... | 45
c. Non-current assets held for sale and discontinued operations ........................................................................................................ | 46
d. Revenues ................................................................................................................................................................................................. | 46
e. Government grants ................................................................................................................................................................................. | 47
f. Income tax ................................................................................................................................................................................................. | 47
g. Leases ...................................................................................................................................................................................................... | 48
h. Property, plant and equipment .............................................................................................................................................................. | 48
i. Franchise, license agreements and other fees ................................................................................................................................... | 49
j. Intangible assets ...................................................................................................................................................................................... | 49
k. Goodwill .................................................................................................................................................................................................... | 50
l. Impairment of non-financial assets ........................................................................................................................................................ | 50
m. Investment properties ............................................................................................................................................................................ | 51
n. Inventories ............................................................................................................................................................................................... | 51
o. Cash and cash equivalents ................................................................................................................................................................... | 51
p. Financial assets ...................................................................................................................................................................................... | 52
q. Financial liabilities ................................................................................................................................................................................... | 53
r. Derivative financial instruments and hedge accounting .................................................................................................................... | 53
s. Share-based payments and employee benefits ................................................................................................................................. | 54
t. Provisions .................................................................................................................................................................................................. | 54
u. Equity ........................................................................................................................................................................................................ | 55
35. Changes in accounting policies, reclassification and restatement of comparatives summary ........................................................... | 55
36. Standards issued but not yet effective ........................................................................................................................................................ | 56
Signatures of the Board of Directors .................................................................................................................................................................... | 57

5

AMREST GROUP Consolidated Financial Statements |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
Consolidated income statement for the year ended 31 December 2024

|  | YEAR ENDED
| Note | 31 December 2024 | 31 December 2023
Continuing operations |  |  |
Restaurant sales | 5,6 | 2,397.0 | 2,265.9
Franchise and other sales |  | 159.3 | 165.7
Total revenue | 5 ,6 | 2,556.3 | 2,431.6
Restaurant expenses: |  |  |
Food and merchandise | 7 | (656.3) | (644.3)
Payroll and other employee benefits | 7 | (606.4) | (555.3)
Royalties | 7 | (121.3) | (112.5)
Occupancy, depreciation and other operating expenses | 7 | (725.1) | (682.4)
Franchise and other expenses | 7 | (124.1) | (128.9)
Gross Profit |  | 323.1 | 308.2
General and administrative expenses | 7 | (176.8) | (170.6)
Net impairment losses on financial assets | 27 | (1.3) | (2.6)
Net impairment losses on non-financial assets | 15 | (50.9) | (38.6)
Other operating income/expenses | 8 | 24.1 | 7.1
Profit/loss from operations |  | 118.2 | 103.5
Finance income | 9 | 3.7 | 9.0
Finance costs | 9 | (87.5) | (63.5)
Profit/loss before tax |  | 34.4 | 49.0
Income tax expense | 10 | (20.9) | (4.6)
Profit/loss for the period from continuing operations |  | 13.5 | 44.4
Discontinued operations |  |  |
Profit/loss for the period from discontinued operation | 30 | - | 6.5
Profit/loss for the period |  | 13.5 | 50.9
Attributable to: |  |  |
Shareholders of the parent |  | 8.5 | 44.9
Non-controlling interests |  | 5.0 | 6.0

|  | YEAR ENDED
| Note | 31 December 2024 | 31 December 2023
Earnings per share for profit/loss from continuing operations attributable to the ordinary equity holders of the company: |  |  |
Basic earnings per ordinary share in EUR | 21 | 0.04 | 0.18
Diluted earnings per ordinary share in EUR | 21 | 0.04 | 0.18
Earnings per share for profit/loss attributable to the ordinary equity holders of the company: |  |  |
Basic earnings per ordinary share in EUR | 21 | 0.04 | 0.21
Diluted earnings per ordinary share in EUR | 21 | 0.04 | 0.21

The above consolidated income statement should be read in conjunction with the accompanying notes.
6

AMREST GROUP Consolidated Financial Statements |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
Consolidated statement of comprehensive income for the year ended
31 December 2024

|  | YEAR ENDED
| Note | 31 December 2024 | 31 December 2023
Profit/loss for the period |  | 13.5 | 50.9
Other comprehensive income/loss |  |  |
Exchange differences on translation of disposed operation |  | - | (8.4)
Exchange differences reclassified on loss of control | 30 | - | 28.6
Exchange differences on translation of foreign operations |  | (2.8) | (7.1)
Net investment hedges | 19 | 0.5 | 9.5
Income tax related to net investment hedges | 19 | - | (1.7)
Other comprehensive income/loss for the period |  | (2.3) | 20.9
Total comprehensive income/loss for the period |  | 11.2 | 71.8
Attributable to: |  |  |
Shareholders of the parent |  | 6.2 | 65.5
Non-controlling interests |  | 5.0 | 6.3
Total comprehensive income/loss for the period attributable to owners arises from: |  |  |
Continuing operations |  | 11.2 | 45.1
Discontinued operations |  | - | 26.7

The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.
7

AMREST GROUP Consolidated Financial Statements |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
Consolidated statement of financial position as at 31 December 2024

| Note | 31 December 2024 | 31 December 2023
Assets |  |  |
Property, plant and equipment | 11 | 649.6 | 580.4
Right-of-use assets | 12 | 896.3 | 825.6
Goodwill | 14 | 212.5 | 253.3
Intangible assets | 13 | 238.2 | 236.7
Investment properties | 18 | 1.2 | 1.2
Other non-current assets | 18 | 24.3 | 23.0
Deferred tax assets | 10 | 57.6 | 55.0
Total non-current assets |  | 2,079.7 | 1,975.2
Inventories | 18 | 33.1 | 34.9
Trade and other receivables | 16 , 27 | 76.1 | 102.4
Income tax receivables |  | 2.3 | 1.3
Other current assets | 18 | 8.6 | 10.4
Cash and cash equivalents | 17 | 139.6 | 227.5
Assets classified as held for sale | 30 | 29.0 | -
Total current assets |  | 288.7 | 376.5
Total assets |  | 2,368.4 | 2,351.7
Equity |  |  |
Share capital | 19 | 22.0 | 22.0
Reserves | 19 | 170.8 | 174.1
Retained earnings |  | 187.0 | 193.7
Translation reserve | 19 | (7.2) | (4.4)
Equity attributable to shareholders of the parent |  | 372.6 | 385.4
Non-controlling interests | 20 | 15.8 | 15.3
Total equity |  | 388.4 | 400.7
Liabilities |  |  |
Loans and borrowings | 22 , 27 | 580.9 | 571.4
Lease liabilities | 12 | 781.1 | 715.9
Provisions | 25 | 17.9 | 17.8
Deferred tax liability | 10 | 34.9 | 35.2
Other non-current liabilities and employee benefits | 26 | 7.4 | 6.2
Total non-current liabilities |  | 1,422.2 | 1,346.5
Loans and borrowings | 22 , 27 | 36.5 | 52.5
Lease liabilities | 12 | 188.8 | 171.1
Provisions | 25 | 7.3 | 6.2
Trade payables and other liabilities | 26 | 308.8 | 362.9
Income tax liabilities |  | 6.5 | 11.8
Liabilities directly associated to assets held for sale | 30 | 9.9 | -
Total current liabilities |  | 557.8 | 604.5
Total liabilities |  | 1,980.0 | 1,951.0
Total equity and liabilities |  | 2,368.4 | 2,351.7

The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
8

AMREST GROUP Consolidated Financial Statements |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
Consolidated statement of cash flows for the year ended 31 December 2024

|  | YEAR ENDED
| Note | 31 December 2024 | 31 December 2023
Cash flows from operating activities |  |  |
Profit/loss for the period |  | 13.5 | 50.9
Adjustments for: |  |  |
Amortisation and depreciation |  | 260.0 | 243.1
Net interest expense |  | 80.4 | 59.1
Foreign exchange result |  | 3.8 | (4.0)
Result on disposal of property, plant and equipment and intangibles |  | (0.6) | (0.9)
Result on sale of discontinued operation | 30 | - | (3.5)
Impairment of non-financial assets |  | 50.9 | 38.6
Share-based payments |  | 7.2 | 6.0
Tax expense |  | 20.9 | 5.5
Other |  | (1.1) | (1.9)
Working capital changes: | 17 |  |
Change in trade and other receivables and other assets |  | 17.6 | (14.0)
Change in inventories |  | (1.0) | 1.0
Change in payables and other liabilities |  | (14.3) | 8.3
Change in provisions and employee benefits |  | 0.7 | 0.7
Cash generated from operations |  | 438.0 | 388.9
Income tax paid |  | (29.5) | (18.4)
Net cash from operating activities |  | 408.5 | 370.5
Cash flows from investing activities |  |  |
Net cash outflows on acquisition |  | (0.3) | (0.9)
Net proceeds from the sale of the business | 30 | - | 61.6
Proceeds from the sale of property, plant and equipment, and intangible assets |  | 1.6 | -
Purchase of property, plant and equipment |  | (207.1) | (185.9)
Purchase of intangible assets |  | (8.7) | (11.2)
Proceeds from investment property |  | - | 3.4
Net cash from investing activities |  | (214.5) | (133.0)
Cash flows from financing activities |  |  |
Purchase of treasury shares |  | (10.5) | (6.6)
Proceeds from loans and borrowings | 22 | 42.5 | 615.4
Repayment of loans and borrowings | 22 | (51.6) | (636.6)
Payments of lease liabilities including interests paid | 12 | (179.0) | (168.8)
Transaction costs paid | 22 | (8.2) | (4.5)
Interest paid | 22 | (44.9) | (35.2)
Interest received |  | 2.9 | 4.9
Dividends paid to equity holders of the parent | 19 | (15.2) | -
Dividends paid to non-controlling interest |  | (4.5) | (2.1)
Net cash from financing activities |  | (268.5) | (233.5)
Net change in cash and cash equivalents |  | (74.5) | 4.0
Effect of foreign exchange rate movements |  | - | (6.1)
Balance sheet change of cash and cash equivalents |  | (74.5) | (2.1)
Cash and cash equivalents, beginning of period |  | 227.5 | 229.6
Cash and cash equivalents presented in the statement of financial position | 17 | 139.6 | 227.5
Cash and cash equivalents presented as assets classified as assets held for sale | 30 | 13.4 | -
Total cash and cash equivalents, end of period |  | 153.0 | 227.5

The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
9

AMREST GROUP Consolidated Financial Statements |
for the year ended 31 December 2024 |

(all figures in EUR millions unless stated otherwise)
Consolidated statement of changes in equity for the year ended 31 December 2024

|  | ATTRIBUTABLE TO THE SHAREHOLDERS OF THE PARENT |  |
| Note | Share capital | Reserves | Retained earnings | Translation reserve | Total | Non- controlling interest | Total equity
As of 1 January 2024 |  | 22.0 | 174.1 | 193.7 | (4.4) | 385.4 | 15.3 | 400.7
Profit/loss for the period |  | - | - | 8.5 | - | 8.5 | 5.0 | 13.5
Other comprehensive income/loss |  | - | 0.5 | - | (2.8) | (2.3) | - | (2.3)
Total comprehensive income/loss |  | - | 0.5 | 8.5 | (2.8) | 6.2 | 5.0 | 11.2
Dividends paid to equity holders of the parent | 19 | - | - | (15.2) | - | (15.2) | - | (15.2)
Dividends to non-controlling interests | 19 | - | - | - | - | - | (4.5) | (4.5)
Purchases of treasury shares | 19 | - | (10.5) | - | - | (10.5) | - | (10.5)
Share-based payments | 19 | - | 6.7 | - | - | 6.7 | - | 6.7
As of 31 December 2024 |  | 22.0 | 170.8 | 187.0 | (7.2) | 372.6 | 15.8 | 388.4

|  | ATTRIBUTABLE TO THE SHAREHOLDERS OF THE PARENT |  |
| Note | Share capital | Reserves | Retained earnings | Translation reserve | Total | Non- controlling interest | Total equity
As of 1 January 2023 |  | 22.0 | 166.5 | 148.8 | (17.2) | 320.1 | 11.1 | 331.2
Profit/loss for the period |  | - | - | 44.9 | - | 44.9 | 6.0 | 50.9
Other comprehensive income/loss |  | - | 7.8 | - | 12.8 | 20.6 | 0.3 | 20.9
Total comprehensive income/loss |  | - | 7.8 | 44.9 | 12.8 | 65.5 | 6.3 | 71.8
Dividends to non-controlling interests | 19 | - | - | - | - | - | (2.1) | (2.1)
Purchases of treasury shares | 19 | - | (6.6) | - | - | (6.6) | - | (6.6)
Share-based payments | 19 | - | 6.4 | - | - | 6.4 | - | 6.4
As of 31 December 2023 |  | 22.0 | 174.1 | 193.7 | (4.4) | 385.4 | 15.3 | 400.7

The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
10

AMREST GROUP Consolidated Financial Statements |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
Notes to the Consolidated Financial Statements
1. General information on AmRest Group
AmRest Holdings SE (“The Company”, “AmRest”) was incorporated in the Netherlands in October 2000. Since 2008 the
Company operates as European Company (Societas Europaea, SE). The company is domiciled in Spain.
Paseo de la Castellana 163, 28046 Madrid, Spain is the Company’s registered office as of 31 December 2024 and has
not changed during the year 2024.
Hereinafter the Company and its subsidiaries shall be referred to as the “Group” or “AmRest Group”.
The shares of AmRest Holdings SE are listed in the Warsaw Stock Exchange (“WSE”) and in all four Spanish stock
exchanges through the Spanish Automated Quotation System (Sistema de Interconexión Bursátil – SIBE).
The Group is the largest independent chain restaurant operator in Central and Eastern Europe. The Group is also
conducting its operations in Western Europe and China. The Group’s principal place of business is Europe.
The Group operates Kentucky Fried Chicken (“KFC”), Pizza Hut (“PH”), Burger King (“BK”) and Starbucks (“SBX”)
restaurants through its subsidiaries in Poland, the Czech Republic (hereinafter Czechia), Hungary, Slovakia, Serbia,
Croatia, Bulgaria, Romania, Germany, France, Austria, Slovenia and Spain, on the basis of franchise rights granted.
Starting from October 2016 the Group as a master-franchisee has the right to grant a license to third parties to operate
Pizza Hut Express and Pizza Hut Delivery restaurants (sub-franchise) in countries of Central and Eastern Europe, while
ensuring a certain share of restaurants operated directly by AmRest. Since November 2024, AmRest does not operate
Pizza Hut restaurants in the French market. In December 2024 the Group signed an agreement to separate the business
operations with SCM Sp. z o.o. (“SCM”) that is a majority owned subsidiary. In 2023 AmRest sold its KFC business in
Russia. Further details are presented in note 30.
In Spain, Portugal and Andorra the Group operates its own brand La Tagliatella. In China the Group operates its own
brand Blue Frog. Both businesses are based on operating equity and franchise restaurants supported by the central
kitchens located in Spain (La Tagliatella) and in China (Blue Frog) that produce and deliver products to the whole
network.
In 2018 the Group acquired the Bacoa and Sushi Shop brands, as a result of which it operates licensed restaurants in
Spain (Bacoa) and proprietary and franchise Sushi Shop restaurants in France, Belgium, Spain, Switzerland, United
Kingdom, Luxembourg, United Arab Emirates and Saudi Arabia. Bacoa is a primarily premium burger concept in Spain
and Sushi Shop is one of the major operators of the European chains of restaurants for sushi, sashimi and other
Japanese specialties.
The table below summarizes key types of AmRest Group activities including area of that activities and a franchisor name
(if applicable) as of 31 December 2024.

ACTIVITY PERFORMED THROUGH OWN BRANDS
Brand | Franchisor | Area of the activity
La Tagliatella | Own brand | Spain, Portugal
Blue Frog | Own brand | China
Sushi Shop | Own brand | France, Spain, Switzerland, Luxembourg, UK
ACTIVITY WHERE AMREST IS A FRANCHISOR (OWN BRAND OR BASED ON MASTER-FRANCHISE AGREEMENTS)
Brand | Franchisor | Area covered by the agreement
La Tagliatella | Own brand | Spain, Andorra
Blue Frog | Own brand | China
Sushi Shop | Own brand | France 3, Belgium, United Arab Emirates, Saudi Arabia, UK
Bacoa 1 | Own brand | Spain
Pizza Hut Express, Delivery | Pizza Hut Europe Limited, Pizza Hut Europe S.a.r.l | Hungary, Czechia, Poland, Slovakia, Slovenia
ACTIVITY WHERE AMREST IS A FRANCHISEE
Brand | Franchisor | Area covered by the agreement
KFC | YUM! Restaurants Europe Limited and its affiliates and ISHKFC GmbH | Poland, Czechia, Hungary, Bulgaria, Serbia, Croatia, Spain, Germany, France, Austria, Slovenia
Pizza Hut Dine-In | Pizza Hut Europe Limited | Poland
Pizza Hut Express, Delivery | Pizza Hut Europe Limited | Poland, Czechia, Hungary, Slovakia
Burger King | Burger King Europe GmbH, Rex Concepts BK Poland S.A,and Rex Concepts BK Czech S.R.O. | Poland, Czechia, Bulgaria, Slovakia, Romania
Starbucks 2 | Starbucks Coffee International, Inc/Starbucks EMEA Ltd., Starbucks Manufacturing EMEA B.V. | Poland, Czechia, Hungary, Romania, Bulgaria, Germany, Slovakia, Serbia

1) Bacoa restaurants are currently operated under trademark license agreements.
2) AmRest, through AmRest Sp. z o.o. owns 82% and Starbucks owns 18% of the share capital of the companies in Poland (AmRest Coffee Sp. z o.o),
Czechia (AmRest Coffee s.r.o.) and Hungary (AmRest Kavezo Kft.). Upon occurrence of an event of default, both AmRest and Starbucks (as the case
may be, acting as non-defaulting shareholder) will have the option to purchase all of the shares of the other shareholder (the defaulting shareholder) in the
terms and conditions foreseen in the corresponding agreements. In the event of a deadlock, Starbucks will have, in the first place, the option to purchase
all the shares of AmRest and, if Starbucks does not exercise that option, AmRest will have the option to purchase all the shares of Starbucks, in the terms
and conditions foreseen in the corresponding agreements. In the event of a change of control in AmRest Holdings, Starbucks will have the right to
increase its participation in each of the companies up to 100%.
3) In October 2024, 21 franchisees of the French network sued Sushi Shop Management before the Paris Commercial Court, accusing it of contractual
breaches with respect to supplies, communication, know-how and assistance provided, which in their view are grounds for a request for the judicial
termination of their franchise agreements. Sushi Shop Management formally denies all the allegations made against it. Given the current state of the
dispute, there is a significant risk that some of these franchisees will leave the franchise network in the near future.
11

AMREST GROUP Consolidated Financial Statements |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
Where AmRest acts as a franchisee, the agreements are signed for individual restaurants to operate under a franchised
brand. The majority of the agreements are entered into for a 10-year period with the possibility of further extension. Under
the agreements AmRest is required to pay an agreed initial fee when the restaurant opens, and variable royalties and
marketing fees.
AmRest operates Starbucks stores under license agreements entered into per each country where the brand is present.
2. Group Structure
As of 31 December 2024 , the Group comprised the following subsidiaries:

Company name | Registered office | Parent/non-controlling undertaking | Owner-ship interest and total vote | Date of effective control
Holding activity
AmRest TAG S.L.U. | Madrid, Spain | AmRest Sp. z o.o. | 100.00% | March 2011
AmRest China Group PTE Ltd | Singapore | AmRest Holdings SE | 100.00% | December 2012
Bigsky Hospitality Group Ltd | Hong Kong, China | AmRest China Group PTE Ltd | 100.00% | December 2012
New Precision Ltd | Birkirkara, Malta | AmRest China Group PTE Ltd | 100.00% | December 2012
Horizon Consultants Ltd. | Birkirkara, Malta | AmRest China Group PTE Ltd | 100.00% | December 2012
GM Invest SRL | Brussels, Belgium | AmRest TAG S.L.U. | 100.00% | October 2018
Sushi Shop Group SAS | Courbevoie, France | GM Invest SRL | 9.47% | October 2018
AmRest TAG S.L.U. | 90.53%
AmRest France SAS | Courbevoie, France | AmRest Holdings SE | 100.00% | December 2018
Sushi Shop Management SAS | Courbevoie, France | Sushi Shop Group SAS | 100.00% | October 2018
Sushi Shop Luxembourg SARL | Luxembourg | Sushi Shop Group SAS | 100.00% | October 2018
Sushi Shop Switzerland SA | Fribourg, Switzerland | Sushi Shop Management SAS | 100.00% | October 2018
Restaurant, franchise and master-franchise activity
AmRest Sp. z o.o. | Wroclaw, Poland | AmRest Holdings SE | 100.00% | December 2000
AmRest s.r.o. | Prague, Czechia | AmRest Holdings SE | 100.00% | December 2000
AmRest Kft | Budapest, Hungary | AmRest Sp. z o.o. | 100.00% | June 2006
AmRest Coffee Sp. z o.o. | Wroclaw, Poland | AmRest Sp. z o.o. | 82.00% | March 2007
Starbucks Coffee International,Inc. | 18.00%
AmRest EOOD | Sofia, Bulgaria | AmRest Holdings SE | 100.00% | April 2007
AmRest Coffee s.r.o. | Prague, Czechia | AmRest Sp. z o.o. | 82.00% | August 2007
Starbucks Coffee International,Inc. | 18.00%
AmRest Kávézó Kft | Budapest, Hungary | AmRest Sp. z o.o. | 82.00% | August 2007
Starbucks Coffee International,Inc. | 18.00%
AmRest d.o.o. | Belgrade, Serbia | AmRest Sp. z o.o. | 100.00% | October 2007
Restauravia Food S.L.U. | Madrid, Spain | AmRest TAG S.L.U. | 100.00% | April 2011
Pastificio Service S.L.U. | Madrid, Spain | AmRest TAG S.L.U. | 100.00% | April 2011
AmRest Adria d.o.o. | Zagreb, Croatia | AmRest Sp. z o.o. | 100.00% | October 2011
AmRest GmbH i.l. 1 | Cologne, Germany | AmRest TAG S.L.U. | 100.00% | March 2012
AmRest Adria 2 d.o.o. | Ljubljana, Slovenia | AmRest Sp. z o.o. | 100.00% | August 2012
Frog King Food&Beverage Management Ltd | Shanghai, China | Bigsky Hospitality Group Ltd | 100.00% | December 2012
Blue Frog Food&Beverage Management (Shanghai) Ltd. | Shanghai, China | New Precision Ltd | 100.00% | December 2012
Shanghai Kabb Western Restaurant Ltd | Shanghai, China | Horizon Consultants Ltd. | 100.00% | December 2012
AmRest Skyline GmbH i.l. 2 | Cologne, Germany | AmRest TAG S.L.U. | 100.00% | October 2013
AmRest Coffee EOOD | Sofia, Bulgaria | AmRest Sp. z o.o. | 100.00% | June 2015
AmRest Coffee S.R.L. | Bucharest, Romania | AmRest Sp. z o.o. | 100.00% | June 2015
AmRest Food S.R.L. | Bucharest, Romania | AmRest Sp. z o.o. | 100.00% | July 2019
AmRest Coffee SK s.r.o. | Bratislava, Slovakia | AmRest s.r.o. | 99.00% | December 2015
AmRest Sp. z o.o. | 1.00%
AmRest Coffee Deutschland | Munich, Germany | AmRest Kaffee Sp. z o.o. | 23.00% | May 2016
Sp. z o.o. & Co. KG | AmRest TAG S.L.U. | 77.00%
AmRest DE Sp. z o.o. & Co. KG 5 | Munich, Germany | AmRest Kaffee Sp. z o.o. | 100.00% | December 2016
Kai Fu Food and Beverage Management (Shanghai) Co. Ltd | Shanghai, China | Blue Frog Food&Beverage Management Co. Ltd | 100.00% | December 2016
LTP La Tagliatella Portugal, Lda | Lisbon, Portugal | AmRest TAG S.L.U. | 100.00% | February 2017
LTP La Tagliatella II Franchise Portugal, Lda 3 | Lisbon, Portugal | AmRest TAG S.L.U. | 100.00% | April 2019
AmRest AT GmbH | Vienna, Austria | AmRest Sp. z o.o. | 100.00% | March 2017
AmRest Topco France SAS | Courbevoie, France | AmRest France SAS | 100.00% | May 2017
AmRest Delco France SAS | Courbevoie, France | AmRest Topco France SAS | 100.00% | May 2017
AmRest Opco SAS | Courbevoie, France | AmRest France SAS | 100.00% | July 2017
AmRest Coffee SRB d.o.o. | Belgrade, Serbia | AmRest Holdings SE | 100.00% | November 2017
AmRest Chamnord SAS | Courbevoie, France | AmRest Opco SAS | 100.00% | March 2018

12

AMREST GROUP Consolidated Financial Statements |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)

Company name | Registered office | Parent/non-controlling undertaking | Owner-ship interest and total vote | Date of effective control
AmRest SK s.r.o. | Bratislava, Slovakia | AmRest s.r.o. | 100.00% | April 2018
AmRest Pizza GmbH 5 | Munich, Germany | AmRest DE Sp. z o.o. & Co. KG | 100.00% | June 2018
Sushi Shop Restauration SAS | Courbevoie, France | Sushi Shop Management SAS | 100.00% | October 2018
Sushi House SA | Luxembourg | Sushi Shop Luxembourg SARL | 100.00% | October 2018
Sushi Shop London Pvt LTD | London, UK | Sushi Shop Group SAS | 100.00% | October 2018
Sushi Shop Belgique SA | Bruxelles, Belgium | Sushi Shop Group SAS | 100.00% | October 2018
Sushi Shop Louise SA | Bruxelles, Belgium | Sushi Shop Belgique SA | 100.00% | October 2018
Sushi Shop UK Pvt LTD | Charing, UK | Sushi Shop Group SAS | 100.00% | October 2018
Sushi Shop Anvers SA | Bruxelles, Belgium | Sushi Shop Belgique SA | 100.00% | October 2018
Sushi Shop Geneve SA | Geneva, Switzerland | Sushi Shop Switzerland SA | 100.00% | October 2018
Sushi Shop Lausanne SARL | Lasanne, Switzerland | Sushi Shop Switzerland SA | 100.00% | October 2018
Sushi Shop Madrid S.L.U. | Madrid, Spain | Sushi Shop Management SAS | 100.00% | October 2018
Sushi Shop Zurich GMBH | Zurich, Switzerland | Sushi Shop Switzerland SA | 100.00% | October 2018
Sushi Shop Nyon SARL | Nyon, Switzerland | Sushi Shop Switzerland SA | 100.00% | October 2018
Sushi Shop Vevey SARL | Vevey, Switzerland | Sushi Shop Switzerland SA | 100.00% | November 2019
Sushi Shop Fribourg SARL | Fribourg, Switzerland | Sushi Shop Switzerland SA | 100.00% | November 2019
Sushi Shop Yverdon SARL | Yverdon, Switzerland | Sushi Shop Switzerland SA | 100.00% | November 2019
Sushi Shop Morges SARL | Moudon, Switzerland | Sushi Shop Switzerland SA | 100.00% | October 2020
AmRest Franchise Sp. z o.o. | Wrocław, Poland | AmRest Sp. z o.o. | 100.00% | December 2018
Financial services and others for the Group
AmRest LLC | Wilmington, USA | AmRest Sp. z o.o. | 100.00% | July 2008
AmRest Work Sp. z o.o. | Wroclaw, Poland | AmRest Sp. z o.o. | 100.00% | March 2012
La Tagliatella SAS | Courbevoie, France | AmRest TAG S.L.U. | 100.00% | March 2014
AmRest Kaffee Sp. z o.o. | Wroclaw, Poland | AmRest Sp. z o.o. | 100.00% | March 2016
AmRest Estate SAS | Courbevoie, France | AmRest Opco SAS | 100.00% | September 2017
AmRest Leasing SAS | Courbevoie, France | AmRest Opco SAS | 100.00% | September 2017
AmRest Global S.L.U. | Madrid, Spain | AmRest Holdings SE | 100.00% | September 2020
Supply services for restaurants operated by the Group
SCM Czech s.r.o. 4 | Prague, Czechia | SCM Sp. z o.o. | 90.00% | March 2007
Ondrej Razga | 10.00%
SCM Sp. z o.o. 4 | Warsaw, Poland | AmRest Sp. z o.o. | 51.00% | October 2008
R&D Sp. z o.o. | 33.80%
Beata Szafarczyk-Cylny | 5.00%
Zbigniew Cylny | 10.20%
AmRest Foodservice Sp. z o.o. 6 | Wroclaw, Poland | AmRest Sp. z o.o. | 100.00% | December 2024

1) On 25 November 2016 AmRest TAG S.L.U., the sole shareholder of AmRest GmbH, decided to liquidate this company. The liquidation process has not
been finished up until the date of authorization of these consolidated financial statements.
2) On 12 October 2023 AmRest TAG S.L.U., the sole shareholder of AmRest Skyline GmbH, decided to liquidate this company. The liquidation process
has not been finished up until the date of authorization of these consolidated financial statements.
3) On 31 October 2024 AmRest TAG S.L.U., the sole shareholder LTP La Tagliatella II Franchise Portugal Lda, decided to liquidate this company. On 18
February 2025 the company was deregistered.
4) In December 2024, the Group signed an agreement that is subject to the fulfilment of certain conditions, which are expected to be met on or before 31
March 2025, and by means of which 51% of the shares which AmRest Sp. z o.o. holds in SCM Sp.z o.o. will be sold to R&D Sp. z o.o. Details in the note
30.
5) On 23 January 2025, the Court has registered the merger between AmRest DE Sp. z o.o. & Co. KG and AmRest Pizza GmbH. From that date, AmRest
Pizza GmbH has ceased to exist. Yet, its rights and obligations were, from a trade law perspective and on the basis of the date of AmRest Pizza Gmbh’s
closing balance sheet, retroactively transferred to AmRest DE Sp. z o.o. & Co. KG as successor company effective from 1 October 2024.
6) On 3 December 2024 AmRest Sp. z o.o. acquired 100% shares of Gunsana Sp. z o.o. for the purchase price below EUR 0.1 million. In 2025 the name
of the company was changed to AmRest Foodservice Sp. z o.o.
Other changes to the Group Structure that occurred in 2024:
• on 27 January 2023 Sushi Shop Management SAS and VANRAY S.r.l., shareholders of Sushi Shop Milan SARL, decided to liquidate this
company. On 5 April 2024 the company was deregistered,
• on 31 December 2023 AmRest Holdings SE, the sole shareholder of AmRest Acquisition Subsidiary Ltd, decided to liquidate this company. On
6 December 2024 the company was deregistered.
3. Basis of preparation
These consolidated financial statements have been prepared in accordance with the International Financial Reporting
Standards as adopted by the European Union (“IFRS”) and other provisions of the financial reporting applicable in Spain.
These consolidated financial statements were authorised for issue by the Company’s Board of Directors on 26 February
2025.
Unless disclosed otherwise, the amounts in these consolidated financial statements are presented in euro (EUR),
rounded to full millions with one decimal place.
Details of the Group’s accounting policies are included in note 34.
The accounting policies adopted in the preparation of the consolidated financial statements are consistent with those
followed in the preparation of the Group’s annual consolidated financial statements for the year ended 31 December
2023 , except for the adoption of new standards, interpretations, and amendments to standards effective as of 1 January
2024, as described below and in the note 35. Several amendments and interpretations apply for the first time in 2024, but
do not have any material impact on the Group’s policies. The Group has not early adopted any other standard,
interpretation or amendment that has been issued but is not yet effective.
13

AMREST GROUP Consolidated Financial Statements |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
The Group has prepared these consolidated financial statements on the basis that it will continue to operate as a going
concern.
4. Use of judgements and estimates
The preparation of financial statements requires the use of accounting estimates which, by definition, will seldom equal
the actual results. Management also needs to exercise judgement in applying the Group’s accounting policies.
Estimates and judgments are continually verified, and are based on professional experience and various factors,
including expectations of future events, that are deemed to be justified in given circumstances. Revisions to estimates are
recognised prospectively. Actual results may differ from these estimates.
This note provides an overview of the areas that involved a higher degree of judgement or complexity, and of items which
are more likely to be materially adjusted due to estimates and assumptions turning out to be wrong.
Judgements
Determination of the lease term, whether the Group is reasonably certain to exercise extension or termination options
For a majority of contracts the Group holds options for extension/termination of the lease period, on specified conditions.
The Group’s practice is to assess the reasonableness of exercising options one year before the decision deadline,
because in that time all relevant facts and circumstances to make such a decision can be generally available. The Group
considers, for example, latest performance of the restaurant, brand strategy revised during budgeting process,
comparison of lease fees to the market average, length of the non-cancellable period of a lease and significance of
leasehold improvements recently undertaken (or expected to be undertaken).
The assessment of whether the Group is reasonably certain to exercise such options impacts the lease term, which
significantly affects the amount of lease liabilities and right-of-use assets recognised.
Assets held for sale
In December 2024, the Group signed an agreement to separate the business operations between the AmRest Group and
SCM Sp. z o.o. (“SCM”). SCM is a majority owned subsidiary. Based on an analysis of the facts and circumstances
related to the transaction, the Group assessed that the sale transaction is highly probable and the assets and liabilities of
the SCM business meet the criteria to be classified as held for sale. Consequently, the Group applied IFRS 5 for the
presentation and measurement of the assets and liabilities of that disposal group. Further details are presented in note
30.
Estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that
have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next
financial year, are described below. The Group based its assumptions and estimates on available parameters when the
consolidated financial statements were prepared. Existing circumstances and assumptions about future developments,
however, may change due to market changes or circumstances arising that are beyond the control of the Group. Such
changes are reflected in the assumptions when they occur.
Impairment of non-financial assets including goodwill
Impairment losses are recognised whenever the carrying value of an asset or group of assets that are part of one cash
generating unit or a group of cash generating units exceeds its recoverable amount, which is the higher of its fair value
less costs of disposal and its value in use. The recoverable amount is determined based on a discounted cash flow (DCF)
models. The cash flows are derived from the budgets and forecasts. The recoverable amount is sensitive to the discount
rates used for the DCF model as well as the expected future growth margins, sales growths, and the growth rate used for
extrapolation purposes. Accounting policies for impairment testing of non-financial assets are disclosed in note 34. The
key assumptions used to determine the recoverable amount of the different CGUs, including a sensitivity analysis, are
disclosed and further explained in note 15.
Share-based payments
Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation
model, which depends on the terms and conditions of the grant. This estimation may also require determination of the
most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield,
and making assumptions about them. The assumptions and models used for estimating fair value for share-based
payment transactions are disclosed in note 23.
Recognition of provisions for potential tax obligations and uncertain tax provisions
Recognition of provision requires estimates of the probable outflows of resources embodying economic benefits and
defining the best estimates of the expenditures required to settle the present obligation at the end of the reporting period.
The Group operates in various tax jurisdictions. Regulations concerning VAT, corporate income tax and social contribution
charges are frequently amended. The applicable regulations may have unclear aspects, leading to differing opinions on
the legal interpretation of tax legislation among tax authorities and between these authorities and enterprises.
Tax reports and other matters (e.g. customs or foreign currency transactions) may be audited by authorities competent to
impose substantial penalties and fines, whereas any additional tax liabilities assessed during such audits have to be paid
together with interests. Consequently, the figures presented and disclosed in these consolidated financial statements may
change in the future if a final decision is issued by tax inspection authorities.
Details of current tax inspections open in Group entities are presented in note 28.
Taxes
Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be
available against which the losses can be utilised. Significant management judgement is required to determine the
probability that in the future taxable profit will be available against which the deductible temporary difference can be
utilised. Details of deferred tax assets are disclosed in note 10.
14

AMREST GROUP Consolidated Financial Statements |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
International Tax Reform – Pillar Two Model Rules – Expected changes to income tax legislation
In 2021 an agreement was reached between 136 countries for a two-pillar approach to international tax reform (‘the
OECD agreement’). Amongst other things, Pillar Two seeks to apply a global minimum effective tax rate of 15%. The
OECD agreement is likely to see changes in corporate tax rates in a number of countries in the next few years.
By December 2024, all countries in which AmRest has entities have implemented Pillar Two regulations, with the
exception of China and the United States. Further details are disclosed in note 10.
Climate change: risk analysis and financial impacts
All companies face risks and opportunities arising from the climate and need to make strategic decisions in this area. The
impacts of climate risks on financial statements are broad and potentially complex, and will depend on the specific risks of
the sector. When the future is analysed, probability scenarios are presented where not only the physical consequences of
climate change are assessed, but also the changes in environmental regulations to face it.
Both physical risks and transitional risks pose a number of threats and opportunities to overall financial stability,
potentially influencing financial markets in the future. Climate risk has been incorporated into the estimates and
judgments in relation to the future used for accounting purposes, although they do not present significant differences with
those used in previous years.
5. Segment reporting
AmRest as a Group of dynamic developing entities running operations in many markets and various restaurant business
segments is under constant analysis of the Board of Directors. The Board is also constantly reviewing the way business
is analysed and adjusts it accordingly to changes in the Group’s structure as a consequence of strategic decisions.
Group produces various reports, in which its business activities are presented in a variety of ways. Operating segments
are set on the basis of management reports used by the Board when making strategic decisions. The Board of Directors
analyses the Group’s performance by geographical breakdown in divisions described in the table below.
Own restaurant and franchise business is analysed in three operating segments presenting Group’s performance in
geographic breakdown. Geographical areas are identified based on the similarity of products and services, similar
characteristics of the production process and of the customer base, and economic similarities (i.e. exposure to the same
market risks). Fourth segment includes in general non-restaurant business. Details of the operations presented in each
segment are presented below:

Segment | Description
Central and Eastern Europe (CEE) | Restaurant operations and franchise activity in:
• Poland – KFC, Pizza Hut, Starbucks, Burger King,
• Czechia – KFC, Pizza Hut, Starbucks, Burger King,
• Hungary – KFC, Pizza Hut, Starbucks,
• Bulgaria – KFC, Starbucks, Burger King,
• Croatia, Austria, Slovenia – KFC,
• Slovakia – Starbucks, Pizza Hut, Burger King,
• Romania – Starbucks, Burger King,
• Serbia – KFC, Starbucks.
Western Europe | Restaurant operations together with supply chain and franchise activity in:
• Spain – KFC, La Tagliatella, Sushi Shop, Bacoa,
• France – KFC, Sushi Shop, Pizza Hut (until October 2024, when the franchise agreement was early terminated),
• Germany – Starbucks, KFC,
• Portugal and Andorra – La Tagliatella,
• Belgium, Switzerland, Luxembourg, United Kingdom and other countries with activities of Sushi Shop.
China | • Blue Frog operations in China.
Other | Segment Other includes global support functions such as e.g. Executive Team, Controlling, Global Finance, IT, Global Human Resources, Treasury and Investors Relations. Segment Other also includes expenses related to M&A transactions not finalised during the period, whereas expenses related to finalised merger and acquisition are allocated to applicable segments. Additionally, Other includes non-restaurant businesses performed by AmRest Holdings SE, SCM Sp. z o.o. and its subsidiaries and other minor entities performing holding and/or financing services.

When analysing the results of particular business segments the Board of Directors draws attention primarily to EBITDA
reached, which is not an IFRS measure.
The segment information has been prepared in accordance with the accounting policies applied in these consolidated
financial statements.
Segment measures and the reconciliation to profit/loss from operations for the year ended 31 December 2024 and for the
comparative year ended 31 December 2023 is presented b elow.
15

AMREST GROUP Consolidated Financial Statements |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)

YEAR ENDED |  |  |  |  |
31 December 2024 | CEE | Western Europe | China | Other | Total
Restaurant sales | 1,483.7 | 824.7 | 88.6 | - | 2,397.0
Franchise and other sales | 0.8 | 73.8 | 3.8 | 80.9 | 159.3
Segment revenue | 1,484.5 | 898.5 | 92.4 | 80.9 | 2,556.3
EBITDA | 305.1 | 135.4 | 18.7 | (28.8) | 430.4
Depreciation and amortisation | 143.1 | 97.7 | 18.1 | 1.1 | 260.0
Net impairment losses on financial assets | 0.2 | 1.1 | - | - | 1.3
Net impairment losses on other assets | 4.6 | 46.0 | 0.3 | - | 50.9
Profit/loss from operations | 157.2 | (9.4) | 0.3 | (29.9) | 118.2
*Capital investment | 141.1 | 47.6 | 3.6 | 1.6 | 193.9

*Capital investment comprises additions and acquisition in property, plant and equipment and intangible assets.

YEAR ENDED |  |  |  |  |
31 December 2023 | CEE | Western Europe | China | Other | Total
Restaurant sales | 1,341.2 | 830.3 | 94.4 | - | 2,265.9
Franchise and other sales | 0.9 | 72.5 | 5.5 | 86.8 | 165.7
Segment revenue | 1,342.1 | 902.8 | 99.9 | 86.8 | 2,431.6
EBITDA | 267.2 | 118.9 | 20.5 | (27.4) | 379.2
Depreciation and amortisation | 124.6 | 91.0 | 18.1 | 0.8 | 234.5
Net impairment losses on financial assets | - | 2.1 | 0.2 | 0.3 | 2.6
Net impairment losses on other assets | 2.0 | 35.8 | 0.8 | - | 38.6
Profit/loss from operations | 140.6 | (10.0) | 1.4 | (28.5) | 103.5
*Capital investment | 143.1 | 58.4 | 8.4 | 1.4 | 211.3

*Capital investment comprises additions and acquisition in property, plant and equipment and intangible assets.
Information on geographical areas
Significant geographical regions are disclosed below with their key chara cteristics:

|  | YEAR ENDED
|  | 31 December 2024 | 31 December 2023
Revenue from external customers | Poland | 773.0 | 670.1
Spain | 365.4 | 338.7
Czechia | 334.2 | 324.7
France | 304.7 | 321.2

|  | 31 December 2024 | 31 December 2023
Total of non-current assets other than financial instruments and deferred tax assets | Poland | 576.6 | 476.3
Spain | 437.8 | 430.3
France | 361.8 | 406.2
Czechia | 204.2 | 185.9

6. Revenues
The Group operates chains of own restaurants under own brands as well as under franchise license agreements.
Additionally, the Group operates as franchisor (for own brands) and master-franchisee (for a franchised brand) and
develops chains of franchisee businesses, organizing marketing activities for the brands and supply chain. Consequently,
the Group analyses two streams of revenue:
• Restaurant sales,
• Franchise and other sales.
This is reflected in the format of Group’s consolidated income statement. Details of revenues streams are also presented
in note 34 d. Additional disaggregation by geographical market is included in the note 5.
Restaurant sales
Restaurant revenues are the most significant source of revenues representing over 94% of total revenues.
Group's customers are mainly individual guests, that are served in the restaurants, therefore the Groups’ customer base
is widely spread. There are no significant concentrations of revenues risks. Payments for the restaurant sales are settled
generally immediately in cash or by credit, debit and other cards. There are no material credit risks related to this type of
operations.
16

AMREST GROUP Consolidated Financial Statements |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
7. Operating costs and losses
The table below presents an additional analysis of operating expenses b y nature:

|  | YEAR ENDED
|  | 31 December 2024 | 31 December 2023
Food, merchandise and other materials |  | 780.3 | 774.9
Payroll |  | 611.2 | 551.9
Social security and employee benefits |  | 141.2 | 136.7
Royalties |  | 123.6 | 115.2
Utilities |  | 115.7 | 122.7
Marketing expenses |  | 110.5 | 98.5
Delivery fees |  | 94.9 | 87.2
Other external services |  | 118.9 | 115.8
Occupancy cost |  | 28.0 | 30.7
Depreciation of right-of-use assets |  | 147.1 | 136.8
Depreciation of property, plant and equipment |  | 103.2 | 87.8
Amortisation of intangible assets |  | 9.7 | 9.9
Other |  | 25.7 | 25.9
Total cost by nature |  | 2,410.0 | 2,294.0

Summary of operating expenses by functions:

|  | YEAR ENDED
|  | 31 December 2024 | 31 December 2023
Restaurant expenses |  | 2,109.1 | 1,994.5
Franchise and other expenses |  | 124.1 | 128.9
General and administrative expenses |  | 176.8 | 170.6
Total costs |  | 2,410.0 | 2,294.0

8. Other operating income and expenses
Details of other operating income and expenses are presented in the table below:

|  | YEAR ENDED
|  | 31 December 2024 | 31 December 2023
Refunds, compensations and insurance claims |  | 12.5 | 0.3
Supply chain services |  | 4.3 | 5.6
Government assistance |  | 1.0 | 0.6
Gains/losses on disposal and liquidation of non-current assets |  | 0.6 | 0.9
Reversal (creation) of provision |  | (0.6) | (2.8)
Other income |  | 6.3 | 2.5
Total other operating income and expenses |  | 24.1 | 7.1

Other operating income and expenses for the year ended 31 December 2024 consists mainly of retail tax refund in the
amount of EUR 9.3 million and VAT refund in the amount of EUR 3.0 million.
9. Finance income and costs
Finance income for the year ended 31 December 2024 consists mainly of income from bank and other interests in the
amount of EUR 2.9 million and other income in the amount of EUR 0.8 million. For the year ended 31 December 2023
finance income represents mainly bank and other interests receive d in the amount of EUR 4.0 million, net gain from
exchange differences in the amount of EUR 4.7 million and other income in the amount of EUR 0.3 million.
Finance costs for the year ended 31 December 2024 and 2023 consist mainly of bank and lease interests.

|  | YEAR ENDED
|  | 31 December 2024 | 31 December 2023
Interest expense |  | 45.2 | 33.6
Interest expense on lease liabilities |  | 38.1 | 29.3
Net cost from exchange differences |  | 3.8 | -
Other |  | 0.4 | 0.6
Total finance cost |  | 87.5 | 63.5

17

AMREST GROUP Consolidated Financial Statements |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
10. Income taxes

| YEAR ENDED |
| 31 December 2024 | 31 December 2023 |
Current tax | (24.1) | (20.6) |
Deferred tax | 3.2 | 16.0 |
Income tax recognised in the income statement | (20.9) | (4.6) |
Deferred tax asset |  |  |
Opening balance | 55.0 | 44.5 |
Closing balance | 57.6 | 55.0 |
Deferred tax liability |  |  |
Opening balance | 35.2 | 43.0 |
Closing balance | 34.9 | 35.2 |
Change in deferred tax assets/liabilities | 2.9 | 18.3 |

Change in deferred tax assets/liabilities from continuing operation | 2.9 | 15.4
Change in deferred tax assets/liabilities from discontinued operation | - | 2.9

Temporary differences in the calculation of deferred tax related to the following items:

| Asset | Liability
| 31 December 2024 | 31 December 2023 | 31 December 2024 | 31 December 2023
Leases | 192.6 | 176.2 | 180.1 | 165.5
Property, plant and equipment and intangible assets | 16.9 | 17.7 | 47.6 | 45.9
Tax losses carried forward | 25.7 | 25.4 | - | -
Provisions and other liabilities | 13.2 | 10.9 | 0.9 | 1.5
Trade and other receivables | 0.3 | 0.1 | - | -
Other differences | 2.9 | 3.4 | 0.3 | 1.0
Total temporary differences | 251.6 | 233.7 | 228.9 | 213.9
The offset of tax | (194.0) | (178.7) | (194.0) | (178.7)
Net total amount | 57.6 | 55.0 | 34.9 | 35.2

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against
current tax liabilities and when the deferred taxes relate to the same fiscal authority. The current financial situation and
strategic plans allowed to consider the level of recognised deferred tax assets to be reasonable.
Changes in deferred tax asset and liabilities were recognised as follow:

| YEAR ENDED
|  | 31 December 2024 | 31 December 2023
Change in deferred tax assets/liabilities of which: |  | 2.9 | 18.3
Deferred taxes recognised in the income statement |  | 3.2 | 16.0
Deferred tax of discontinued operation |  | - | 2.9
Deferred taxes related to assets classified as held for sale |  | (0.2) | -
Deferred taxes recognised in other comprehensive income - net investment hedges |  | - | (1.7)
Deferred taxes recognised in equity - valuation of share-based payments |  | - | 0.4
Exchange differences |  | (0.1) | 0.7

The Group operates in various tax jurisdictions. Income taxes and deferred taxes were measured using tax rates enacted
or substantively enacted at the reporting date in particular countries. Deferred tax assets and liabilities were measured at
the tax rates that are expected to apply in the year when the asset is or the liability is settled, based on tax rates (and tax
laws) that have been enacted or substantively enacted at the reporting date.
Income tax on the Group’s profit before tax differed from the theoretical amount which would be obtained if the weighted
average nominal tax rate applicable to consolidated companies was applied:

| YEAR ENDED
| 31 December 2024 | 31 December 2023
Profit before tax | 34.4 | 49.0
Income tax calculated according to domestic tax rates applicable to income in particular countries* | (0.2) | 0.9
Impairment of goodwill | 10.3 | 7.4
Tax losses for the current period for which no deferred tax asset was recognised | 3.4 | 4.9
Effect of local taxes reported as income tax | 3.2 | 3.3

18

AMREST GROUP Consolidated Financial Statements |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)

| YEAR ENDED
| 31 December 2024 | 31 December 2023
Change of assumptions on deferred tax asset from tax losses related to previous years | 2.5 | (4.6)
Tax effect of liquidations of subsidiaries | (3.9) | (5.5)
Utilization of tax losses not recognised in prior periods | (1.0) | (2.6)
Permanent differences and changes in estimates | 6.6 | 1.3
Change in tax rates | - | (0.5)
Corporate income tax in the income statement | 20.9 | 4.6

*The applicable weighted average nominal tax rate amounted to (0.6)% (for the period ended 31 December 2023: 1.8%).
As of 31 December 2024 the Group had the following tax losses for which no deferred tax asset was recognised:

| 2024 | Expiry date | 2023 | Expiry date
Expire | 21.3 | 2025 – 2030 | 22.7 | 2024 – 2029
Never expire | 224.9 |  | 193.6 |
Tax losses in respect of which no deferred tax asset was recognised | 246.2 |  | 216.3 |

The Group analysed recoverability of deferred taxes on tax losses based on the guidance in IAS 12. Group subsidiaries
analysed the periods in which tax losses can be utilised, whether there were sufficient taxable temporary differences
related to the same tax authority and tax jurisdiction, and if the entity will create taxable profits in the periods in which
unused tax losses can be utilised.
The Group analysed business plans and cash flows forecasts of subsidiaries in terms of recoverability of deferred tax
assets recognised. As a starting point, the Group used projections from goodwill impairment tests to estimate future tax
payments. The balances of tax losses for which deferred taxes were recognised were verified against projected tax cash
outflows. In case projections for the business unit changed, the deferred tax assets were reassessed in terms of
recoverability.
The total tax effect for the period ended 31 December 2024 of tax losses for the current period for which no deferred tax
asset was recognised amounted EUR 3.4 million. As of 31 December 2024 deferred tax was recognised on tax losses in
Germany on the trade tax rate of 15%, on top of that the deferred tax was recognised on the corporate income tax rate of
15,82% at the shareholders level.
The table below presents tax rate by country applicable for the year 2024 and 2023.

| Income tax rates | Deferred tax assets and liabilities rates
Country | 2024 | 2023 | 2024 | 2023
Spain | 25.0% | 25.0% | 25.0% | 25.0%
Poland | 19.0% | 19.0% | 19.0% | 19.0%
Czechia | 21.0% | 19.0% | 21.0% | 21.0%
Hungary | 9.0% | 9.0% | 9.0% | 9.0%
Serbia | 15.0% | 15.0% | 15.0% | 15.0%
Bulgaria | 10.0% | 10.0% | 10.0% | 10.0%
Malta | 35.0% | 35.0% | 35.0% | 35.0%
Germany* | 15.0% | 15.0% | 15.0% | 15.0%
France | 25.0% | 25.0% | 25.0% | 25.0%
Croatia | 18.0% | 18.0% | 18.0% | 18.0%
Hong Kong | 16.5% | 16.5% | 16.5% | 16.5%
China | 25.0% | 25.0% | 25.0% | 25.0%
Romania | 16.0% | 16.0% | 16.0% | 16.0%
Slovakia** | 21.0% | 21.0% | 24.0% | 21.0%
Slovenia | 22.0% | 19.0% | 22.0% | 22.0%
Austria | 23.0% | 24.0% | 23.0% | 23.0%
Portugal** | 21.0% | 21.0% | 20.0% | 21.0%
UK*** | 19.0% | 19.0% | 19.0% | 19.0%
Switzerland**** | 8.5% | 8.5% | 8.5% | 8.5%
Italy | 24.0% | 24.0% | 24.0% | 24.0%
Luxembourg** | 17.0% | 17.0% | 16.0% | 17.0%
Belgium | 25.0% | 25.0% | 25.0% | 25.0%

*Tax rates in Germany consist of two components: 15% of trade tax and 15.82% of corporate income tax.
**From 1 January 2025 tax rates in Slovakia, Portugal and Luxembourg have changed.
***The main rate of corporation tax in UK is 25%. This main rate applies to companies with profits in excess of GBP 250,000. For companies with profits
below GBP 50,000, a lower rate of 19% is applicable.
****Tax rates in Switzerland consist of two components: 8.5% of direct federal corporate income tax and canton/communal corporate income tax at
different rates for each canton. The overall approximate range of the maximum CIT rate on profit before tax for federal, cantonal, and communal taxes is
between 11.9% and 21.0%, depending on the company’s location of corporate residence at a specific capital of a canton/communal.
19

AMREST GROUP Consolidated Financial Statements |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
International Tax Reform – Pillar Two Model Rules
In 2021 there was agreement reached between 136 countries for a two-pillar approach to international tax reform (‘the
OECD agreement’). Amongst other things, Pillar Two seeks to apply a global minimum effective tax rate of 15%.
On 21 December 2024, the Spanish Official State Gazette published Law 7/2024 of 20 December 2024 (Global Minimum
Tax Law), which implements a top-up tax for large multinational and domestic groups in Spain. The approval of the Global
Minimum Tax Law complies with the transposition obligation of the European Union Council Directive 2022/2523 of 15
December 2022 (EU Pillar Two Directive).
Global Minimum Tax Law is applicable to multinational groups with revenues higher than EUR 750 million which are taxed
at a minimum effective rate of 15% wherever they operate. Global Minimum Tax Law is retroactive from 31 December
2023, applying also for fiscal year 2024. The AmRest Group, as a large multinational Group, is subject to said top-up tax.
For the purposes of the Global Minimum Tax regulations approved in Spain, the Mexican entity Grupo Far-Luca, S.A. de
C.V. is considered the ultimate parent company. Due to the fact that Mexico has not implemented the Global Minimum
Tax regulations as of 31 December 2024, AmRest Holdings SE prepares the safe harbour computations for the entities of
the AmRest Group including in its Global Minimum Tax perimeter those entities owned by the ultimate parent company
which operate in the same jurisdictions as AmRest.
To determine the potential impacts of Global Minimum Tax, AmRest management has performed the analysis of the
application of Transitional Safe Harbours that has been established according to the Law in line with OECD guidelines
and EU Directive. These transitional safeguards are intended to facilitate adaptation to Pillar Two regulations and would
be applicable for AmRest to fiscal years 2024 to 2026. Therefore, if any of these safeguards are met in all countries
where AmRest operates, the additional amount to be paid (top-up tax) will be zero.
Based on management’s assessment of Transitory Safe Harbours, the application of the Pillar Two legislation for markets
covered by AmRest Group does not have material impact on its current tax expense for fiscal year 2024.
Regarding deferred taxes, AmRest applies the IAS 12 exception to recognizing and disclosing information about deferred
tax assets and liabilities related to Pillar Two income taxes.
11. Property, plant and equipment
The table below presents changes in the value of property, plant and equipment in 2024 and 2023:

2024 | Leasehold improvements, land, buildings | Restaurants equipment and vehicles | Furniture and other assets | Assets under construction | Total
PPE as of 1 January | 286.9 | 181.3 | 43.6 | 68.6 | 580.4
Additions | 4.6 | 7.1 | 1.4 | 172.1 | 185.2
Depreciation (Note 7) | (44.7) | (43.0) | (15.5) | - | (103.2)
Impairment (Note 15) | (4.5) | (0.1) | - | - | (4.6)
Disposals, liquidations | (0.2) | (0.3) | (0.8) | (0.6) | (1.9)
Transfers | 92.7 | 68.4 | 25.6 | (189.5) | (2.8)
Transfer to assets classified as held for sale | (0.1) | (1.4) | (0.1) | (1.5) | (3.1)
Exchange differences | (0.3) | 0.2 | - | (0.3) | (0.4)
PPE as of 31 December | 334.4 | 212.2 | 54.2 | 48.8 | 649.6
Gross book value | 743.6 | 508.7 | 157.7 | 48.8 | 1,458.8
Accumulated depreciation and impairments | (409.2) | (296.5) | (103.5) | - | (809.2)
Net book value | 334.4 | 212.2 | 54.2 | 48.8 | 649.6

2023 | Leasehold improvements, land, buildings | Restaurants equipment and vehicles | Furniture and other assets | Assets under construction | Total
PPE as of 1 January | 263.3 | 153.4 | 36.8 | 48.0 | 501.5
Acquisitions | - | - | 0.7 | - | 0.7
Additions | 5.1 | 14.1 | 2.7 | 181.2 | 203.1
Depreciation (Note 7) | (39.6) | (37.7) | (13.6) | - | (90.9)
Impairment (Note 15) | (1.0) | (0.2) | (1.4) | 0.1 | (2.5)
Loss of control | (25.6) | (7.9) | (2.0) | (1.6) | (37.1)
Disposals, liquidations | (0.3) | (0.8) | (0.1) | (0.3) | (1.5)
Transfers | 81.9 | 58.4 | 20.1 | (161.5) | (1.1)
Exchange differences | 3.1 | 2.0 | 0.4 | 2.7 | 8.2
PPE as of 31 December | 286.9 | 181.3 | 43.6 | 68.6 | 580.4
Gross book value | 661.5 | 446.6 | 132.6 | 69.1 | 1,309.8
Accumulated depreciation and impairments | (374.6) | (265.3) | (89.0) | (0.5) | (729.4)
Net book value | 286.9 | 181.3 | 43.6 | 68.6 | 580.4

Due to the nature of the Group business the balance of the property, plant and equipment consists of assets in over 1.8
thousand properties. There are no individually significant assets.
20

AMREST GROUP Consolidated Financial Statements |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
Depreciation was charged as follows:

| YEAR ENDED
| 31 December 2024 | 31 December 2023
Costs of restaurant operations | 99.9 | 87.5
Franchise expenses and other | 1.4 | 1.4
General and administrative expense | 1.9 | 2.0
Total depreciation | 103.2 | 90.9
from continuing operation | 103.2 | 87.8
from discontinued operation | - | 3.1

Increasing the average useful lives of property, plant and equipment by 10% would lead to a decrease in depreciation for
the year ended 31 December 2024 by around EUR (9.4) million. Increasing the average useful lives of property, plant and
equipment by 10% would lead to a decrease in depreciation for the year ended 31 December 2023 by around EUR
(8.3) million.
12. Leases
The Group leases over 1.8 thousand properties to operate restaurants. Lease terms are negotiated on an individual basis
and contain a wide range of different terms and conditions, depending on local lease practice and legal framework.
Additionally, in some countries, the Group leases cars, equipment, as well as properties for administration or storage
purposes and company flats.
The table below presents the reconciliation of the right-of-use assets and lease liabilities for years ended 31 December
2024 and 2023:

| Right-of-use assets | Lease liabilities
2024 | Restaurant properties | Other | Total right-of-use assets | Total liabilities
As of 1 January | 801.5 | 24.1 | 825.6 | 887.0
Additions – new contracts | 66.6 | 6.4 | 73.0 | 72.0
Remeasurements and modifications | 151.8 | 0.5 | 152.3 | 150.2
Depreciation (Note 7) | (140.6) | (6.5) | (147.1) | -
Impairment (Note 15) | (5.1) | - | (5.1) | -
Interest expense (Note 9) | - | - | - | 38.1
Payments | - | - | - | (179.0)
Exchange differences | (0.9) | - | (0.9) | 2.1
Transfer to assets and liabilities classified as held for sale | - | (0.5) | (0.5) | (0.4)
Disposals, liquidations | (0.7) | (0.3) | (1.0) | (0.1)
As of 31 December | 872.6 | 23.7 | 896.3 | 969.9

| Right-of-use assets | Lease liabilities
2023 | Restaurant properties | Other | Total right-of-use assets | Total liabilities
As of 1 January | 793.0 | 20.3 | 813.3 | 878.7
Additions – new contracts | 75.5 | 5.0 | 80.5 | 80.3
Remeasurements and modifications | 136.5 | 6.4 | 142.9 | 140.7
Depreciation (Note 7) | (136.1) | (5.9) | (142.0) | -
Impairment (Note 15) | (7.3) | - | (7.3) | -
Interest expense (Note 9) | - | - | - | 30.2
Payments | - | - | - | (168.8)
Exchange differences | 5.2 | 0.1 | 5.3 | 1.0
Loss of control | (63.6) | (1.5) | (65.1) | (73.0)
Disposals, liquidations | (1.7) | (0.3) | (2.0) | (2.1)
As of 31 December | 801.5 | 24.1 | 825.6 | 887.0

The following are the remaining contractual maturities of lease payments at the reporting date. The amounts are gross
and undiscounted and include contractual interest payments.

|  | 31 December 2024 | 31 December 2023
Up to 1 year |  | 193.6 | 177.7
Between 1 and 3 years |  | 317.1 | 275.8
Between 3 and 5 years |  | 229.2 | 205.7
Between 5 and 10 years |  | 285.5 | 257.7
More than 10 years |  | 195.9 | 182.7
Total contractual lease payments |  | 1,221.3 | 1,099.6
Future finance costs of leases |  | 251.4 | 212.6
Total lease liabilities |  | 969.9 | 887.0

21

AMREST GROUP Consolidated Financial Statements |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
Depreciation was charged as follows:

| YEAR ENDED
| 31 December 2024 | 31 December 2023
Costs of restaurant operations | 141.3 | 136.9
General and administrative expenses | 5.8 | 5.1
Total depreciation | 147.1 | 142.0
from continuing operation | 147.1 | 136.8
from discontinued operation | - | 5.2

The Group recognised rent expenses from short-term leases of EUR 0.9 million, leases of low-value assets of EUR
5.5 million and variable lease payments of EUR 24.0 million for the year ended 31 December 2024.
During the year ended 31 December 2023, the Group recognised rent expenses from short-term leases of EUR
0.7 million, leases of low-value assets of EUR 6.0 million and variable lease payments of EUR 23.3 million.
Total cash outflow for leases amounted to EUR 209.4 million in the yea r ended 31 December 2024. Out of that EUR
179.0 million was presented in financing activity as repayment of lease liabilities and EUR 30.4 million in operating activity
as lease payments not included in the lease liabilities.
During the year ended 31 December 2023, total cash outflow for leases amounted to EUR 198.8 million. Out of that EUR
168.8 million was presented in financing activity as repayment of lease liabilities and EUR 30.0 million in operating activity
as lease payments not included in the lease liabilities.
Impairment test procedures, assumptions used and tests’ results are disclosed in note 15.
Additional information about lease payments and lease term
The Group’s lease payments are often charged as a higher of fixed payment and turnover based payment. The Group
recognised the excess of turnover based rent as variable lease payments. In such cases, variable lease payments
depend on the restaurant's revenue level. In the year ended 31 December 2024, the total value of variable payments
represented 13% of fixed lease payments (2023: 14%).
13. Intangible assets
The table below presents changes in the value of intangible assets in 2024 and 2023:

2024 | Own brands | Licenses for franchise brands | Relations with franchisees and customers | Other intangible assets | Total
IA as of 1 January | 153.3 | 21.5 | 23.4 | 38.5 | 236.7
Additions | - | 5.9 | - | 2.8 | 8.7
Amortisation (Note 7) | (0.2) | (3.6) | (2.4) | (3.5) | (9.7)
Impairment (Note 15) | - | (0.1) | - | (0.1) | (0.2)
Disposals, liquidations | - | (0.4) | - | (0.1) | (0.5)
Transfers | - | 0.4 | - | 2.4 | 2.8
Exchange differences | 0.1 | - | - | 0.3 | 0.4
IA as of 31 December | 153.2 | 23.7 | 21.0 | 40.3 | 238.2
Gross book value | 156.1 | 53.7 | 51.9 | 84.3 | 346.0
Accumulated amortisation and impairments | (2.9) | (30.0) | (30.9) | (44.0) | (107.8)
Net book value | 153.2 | 23.7 | 21.0 | 40.3 | 238.2

2023 | Own brands | Licenses for franchise brands | Relations with franchisees and customers | Other intangible assets | Total
IA as of 1 January | 153.8 | 22.9 | 25.8 | 33.9 | 236.4
Additions | - | 3.8 | - | 7.3 | 11.1
Amortisation (Note 7) | (0.3) | (3.9) | (2.4) | (3.6) | (10.2)
Impairment (Note 15) | - | 0.3 | - | 0.3 | 0.6
Loss of control | - | (2.4) | - | (0.1) | (2.5)
Disposals, liquidations | - | (0.5) | - | (0.7) | (1.2)
Transfers | - | 0.5 | - | 0.6 | 1.1
Exchange differences | (0.2) | 0.8 | - | 0.8 | 1.4
IA as of 31 December | 153.3 | 21.5 | 23.4 | 38.5 | 236.7
Gross book value | 155.8 | 47.5 | 51.9 | 87.2 | 342.4
Accumulated amortisation and impairments | (2.5) | (26.0) | (28.5) | (48.7) | (105.7)
Net book value | 153.3 | 21.5 | 23.4 | 38.5 | 236.7

22

AMREST GROUP Consolidated Financial Statements |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
Amortisation was charged as follows:

| YEAR ENDED
| 31 December 2024 | 31 December 2023
Costs of restaurant operations | 4.6 | 4.7
Franchise expenses and other | 1.8 | 1.8
General and administrative expense | 3.3 | 3.7
Total amortisation | 9.7 | 10.2
from continuing operation | 9.7 | 9.9
from discontinued operation | - | 0.3

Impairment test procedures, assumptions used and tests’ results are disclosed in note 15.
The Group believes that brands do not generate cash inflows that are largely independent of other groups of assets. For
some Group brands, cash inflows from the franchisee business are partially independent of other cash inflows, however,
these do not represent the value of the whole brand. Brands are used to support restaurant business development and
revenues from sales of products under certain brands are not capable of being split between revenue for the brand and
revenue for costs of production. Consequently, brands are not a cash-generating unit and are not tested on a standalone
basis. Such assets are tested together with their relevant goodwill values. The results of the test are presented in note 15.
The table below presents details of proprietary brands as of 31 December 2024:

Brand | Useful life | Level of goodwill test | Gross value | Accumulated amortisation | Impairment | Net value
La Tagliatella | indefinite | Spain – La Tagiatella and KFC | 65.0 | - | - | 65.0
Sushi Shop | indefinite | Sushi Shop (all markets) | 86.1 | - | - | 86.1
Blue Frog | definite | China – Blue Frog | 5.0 | (2.9) | - | 2.1
Total |  |  | 156.1 | (2.9) | - | 153.2

Other intangible assets include key monies in the amount of EUR 18.0 million (EUR 18.0 million as of 31 December
2023), sales and business intelligence systems of EUR 17.2 million (EUR 10.6 million as of 31 December 2023),
exclusivity rights and other.
14. Goodwill
Goodwill recognised on business combinations is allocated to the group of CGUs that is expected to benefit from the
synergies of the business combination.
The table below presents goodwill allocated to particular levels on which it is monitored by the Group. In all cases is not
higher than the operating segment level:

2024 | 1 January | Increases (provisional) | Impairment | Transfer to assets classified as held for sale | Exchange differences | 31 December
Sushi Shop (all markets) | 111.8 | - | (41.1) | - | - | 70.7
Spain – La Tagiatella and KFC | 91.4 | - | - | - | - | 91.4
China – Blue Frog | 19.8 | - | - | - | 0.7 | 20.5
France – KFC | 14.0 | - | - | - | - | 14.0
Germany – Starbucks | 8.6 | - | - | - | - | 8.6
Hungary - KFC | 3.2 | - | - | - | (0.2) | 3.0
Romania – Starbucks | 2.5 | - | - | - | - | 2.5
Czechia – KFC | 1.4 | - | - | - | - | 1.4
Poland – Other | 0.6 | - | - | (0.2) | - | 0.4
Total | 253.3 | - | (41.1) | (0.2) | 0.5 | 212.5

2023 | 1 January | Increases (provisional) | Impairment | Transfer to assets classified as held for sale | Exchange differences | 31 December
Sushi Shop (all markets) | 141.0 | - | (29.2) | - | - | 111.8
Spain – La Tagiatella and KFC | 90.9 | 0.5 | - | - | - | 91.4
China – Blue Frog | 21.1 | - | - | - | (1.3) | 19.8
France – KFC | 14.0 | - | - | - | - | 14.0
Germany – Starbucks | 8.6 | - | - | - | - | 8.6
Hungary - KFC | 3.1 | - | - | - | 0.1 | 3.2
Romania – Starbucks | 2.5 | - | - | - | - | 2.5
Czechia – KFC | 1.4 | - | - | - | - | 1.4
Poland – Other | 0.6 | - | - | - | - | 0.6
Total | 283.2 | 0.5 | (29.2) | - | (1.2) | 253.3

Impairment test procedures, assumptions used and tests’ results are disclosed in note 15.
23

AMREST GROUP Consolidated Financial Statements |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
15. Net impairment of non-financial assets
Details of impairment losses recognised:

| YEAR ENDED
Note | 31 December 2024 | 31 December 2023
Net impairment of property, plant and equipment | 11 | 4.6 | 2.5
Net impairment of intangible assets | 13 | 0.2 | (0.6)
Net impairment of right-of-use assets | 12 | 5.1 | 7.3
Net impairment of goodwill | 14 | 41.1 | 29.2
Net impairment of inventories and other assets |  | (0.1) | 0.2
Net impairment losses of non-financial assets |  | 50.9 | 38.6

Restaurant level tests
The Group periodically reviews the carrying amounts of its non-financial non-current assets to determine whether there is
any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated for the
purpose of impairment testing.
The recoverable amount of an asset is determined at the level of a single restaurant as the smallest unit (or set of assets)
generating cash flows that are largely independent of the cash inflows generated by other assets or groups of assets.
Restaurant assets include amongst others property, plant and equipment, intangible assets and right-of-use assets.
Impairment indicators defined by the Group are described in note 34 l.
Impairment indicators are reviewed and respective impairment tests for restaurants are performed twice a year.
The recoverable amount of the cash-generating unit (CGU) is determined based on a value in use calculation for the
remaining useful life, determined by lease expiry date or restaurant closure date (if confirmed), using the discount rate for
each individual country.
For recoverable value calculations of value in use, the Group uses cash flow projections based on financial budgets that
require relevant judgments and estimates. Cash flow projections are prepared for individual restaurants. As a starting
point, the Group uses the most recent budgets and forecasts prepared on the level of brands in certain countries. Next,
those assumptions are enhanced or worsened, to reflect the best estimate for expected cash projections of the analysed
restaurants, if needed. Individual projections for sales and costs may depend on restaurant’s main streams of revenues
(different for take-away business, dine-in, food courts), cost pressure in various markets, supply chain related elements or
marketing actions.
The main assumptions used to determine the value in use were:
• sales growth projections dependent on sales mix and sales channels for a given restaurant,
• EBITDA margin,
• projections period (useful life of rental agreement),
• a discount rate based on the weighted average cost of capital.
Except for discount rates, the Group does not disclose quantitative ranges for the main assumptions used in restaurant
tests. The amounts assigned to each of these parameters reflect the Group's experience adjusted for expected changes
in the forecast period and corrected by local specifics and characteristics of a given restaurant. This reflects the specifics
of Group’s operations, where business is conducted through multiple, individually small operating units.
Discounts rates applied are shown in the table below.

| Post-tax discount rate 31 December 2024 | Implied pre-tax discount rate 31 December 2024 | Implied pre-tax discount rate 30 June 2024 | Implied pre-tax discount rate 31 December 2023
Spain | 9.3% | 12.4% | 13.4% | 13.5%
Germany | 7.4% | 10.5% | 11.4% | 11.4%
France | 8.0% | 10.7% | 11.5% | 11.2%
Poland | 10.1% | 12.5% | 13.5% | 14.6%
Czechia | 8.5% | 10.7% | 11.4% | 11.4%
Hungary | 11.7% | 12.9% | 14.0% | 15.3%
China | 8.4% | 11.2% | 12.0% | 12.3%
Romania | 11.8% | 14.0% | 15.4% | 15.9%
Serbia | 12.6% | 14.9% | 16.3% | 16.9%
Bulgaria | 10.2% | 11.3% | 12.5% | 12.3%
Croatia | 10.3% | 12.6% | 13.8% | 13.9%
Slovakia | 9.0% | 11.4% | 12.3% | 12.1%
Portugal | 9.1% | 11.6% | 12.6% | 14.1%
Austria | 8.3% | 11.0% | 11.8% | 11.8%
Slovenia | 9.3% | 11.5% | 12.4% | 13.4%
Switzerland | 7.1% | 8.3% | 9.1% | 9.7%
Luxembourg | 7.8% | 10.4% | 11.0% | 10.9%
United Kingdom | 8.3% | 11.0% | 11.9% | 11.9%

The implied pre-tax discount rate was determined as post-tax discount rate grossed-up by the standard tax rate
applicable in each country.
24

AMREST GROUP Consolidated Financial Statements |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
Details of impairment losses recognised for each category of assets (property, plant and equipment, right-of-use assets,
intangible assets or goodwill) are presented in notes 11, 12, 13 and 14.
Recognised impairment losses do not relate to any individual significant items, but to numerous restaurants tested during
the year.
Summary of impairment tests results on the level of restaurants for the year ended 31 December 2024 is presented in the
table below:

2024 | Impairment loss | Impairment reversals | Net/Total
Number of units tested |  |  | 258
Units with impairment/reversal recognised | 83 | 61 |
Impairment of property, plant and equipment and intangible assets | (8.3) | 3.5 | (4.8)
Impairment of right-of-use assets | (7.9) | 2.8 | (5.1)
Five highest individual impairment loss/reversals totalled | (5.4) | 2.0 |
Average impairment loss/ reversal per restaurant | (0.2) | 0.1 |

Summary of impairment tests results on the level of restaurants for the year ended 31 December 2023 is presented in the
table below:

2023 | Impairment loss | Impairment reversals | Net/Total |  |
Number of units tested |  |  | 332 |  |
Units with impairment/reversal recognised | 116 | 89 |  |  |
Impairment of property, plant and equipment and intangible assets | (8.2) | 6.3 | (1.9) |  |
Impairment of right-of-use assets | (10.8) | 3.5 | (7.3) |  |
Five highest individual impairment loss/ reversals totalled | (4.1) | 2.6 |  |  |
Average impairment loss/ reversal per restaurant | (0.2) | 0.1 |  |  |

Business (goodwill) level tests
The impairment tests are performed at least once a year for businesses where goodwill is allocated. Goodwill is tested
together with intangibles (including those with indefinite useful lives), property plant and equipment and right-of-use
assets allocated to tested group of cash generating units (CGUs) that represent the business to which goodwill is
allocated.
Annual mandatory impairment tests for goodwill are made in 4th quarter. Goodwill impairment tests are also performed
when impairment indicators are identified (arising from internal or external sources of information).
The recoverable amount is assessed using the discounted cash flows method, assuming organic growth of the business.
Cash flow projections are based on financial budgets that require judgment and other estimates that include, among
others, sales levels, EBITDA margin levels, and the discount and growth rates at long term.
Present value technique model (discounted cash flow) is used to determining recoverable amount. The cash flows are
derived from the most recent budgets, plans for next year and forecasts for the following years. The 5th year normalized
projections are used to extrapolate cash flows into the future if the 5th year represents a steady state in the development
of the business. The adjustments may be necessary to reflect the expected development of the business (normalization
of cash flows). Growth rates do not exceed the long-term average growth rate for the products, industries, or country or
market in which the asset is used.
The recoverable amount is most sensitive to the discount rate used, growth rate used for extrapolation purposes, the
weighted average budgeted EBITDA margins and restaurant sales growths. EBITDA margin represents EBITDA divided
by total sales. The weighted average budgeted EBITDA margin is calculated as an average for the 5 years projection
period i.e. without any impact of the residual value element. Budgeted revenues are used as weights. Average restaurant
sales growth refers to arithmetical average growth rates for restaurant sales reflected in impairment models.
Following approac h towards determination of key assumptions is used by the Group:
• discount rate represents the current market assessment of the risks specific to business, calculated using
weighted average cost of capital formula based on market inputs,
• growth rate (for residual value) is based on forecasts included in industry reports,
• budgeted EBITDA margin is based on past performance and expectations for the future,
• sales growth rate is based on past performance and expectations of market development and current industry
trends in future.
The Group carries out a sensitivity analysis for the impairment tests performed. The sensitivity analysis examines the
impact of changes in below factors assuming other factors remain unchanged:
• discount rate applied,
• weighted average budgeted EBITDA margin,
• growth rate for residual value,
• restaurant sales growth.
The objective of such a sensitivity analysis is to determine if reasonable possible changes in the main financial
assumptions would lead to an impairment loss being recognised.
For discount rate, growth rate for residual value, weighted average budgeted EBITDA margin, a reasonable possible
change was determined as 10% of the input data. Consequently, each impairment test has a different level of a
reasonable change in inputs, which can be determined by multiplying the base input data used in the impairment test by
10%. Additionally the Group performed sensitivity analysis on the expected changes in restaurant sales growths. In that
25

AMREST GROUP Consolidated Financial Statements |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
case Group determines reasonable change individually for each business tested. Usually this is in a range of 3-5%
decrease of estimated sales revenues in each year of projection.
Test results for YE 2024
The main input assumptions used in test performed as of year end 2024 are as follows:

2024 |  | Post-tax discount rate | Implied pre-tax discount rate | Growth rate for residual value | Average restaurant sales growth 2025-2029 | Weighted average budgeted EBITDA margin
Sushi Shop (all markets) |  | 8.0% | 10.0% | 1.8% | 2.3% | 16.7%
Spain - La Tagiatella and KFC |  | 9.3% | 11.5% | 2.2% | 5.9% | 22.2%
France - KFC |  | 8.0% | 9.7% | 1.8% | 4.4% | 13.6%
Germany - Starbucks |  | 7.4% | 9.1% | 2.0% | 11.3% | 19.6%
China - Blue Frog |  | 8.4% | 10.0% | 2.0% | 9.9% | 22.2%
Romania - Starbucks |  | 11.8% | 13.1% | 2.6% | 8.8% | 19.8%
Czechia - KFC |  | 8.5% | 10.2% | 2.0% | 8.5% | 23.3%
Hungary - KFC |  | 11.7% | 12.6% | 2.9% | 10.0% | 20.7%

Implied discount rate was calculated individually for each goodwill impairment tests made.
For all units, the recoverable amount exceeded the carrying amount and no impairment loss was recognised. The
sensitivity analysis performed for all units, except for Sushi Shop showed that reasonably possible change in any of the
key assumptions used would not lead to the recognition of impairment losses.
Results of the sensitivity analysis for Sushi Shop Group business unit
The table presents the scenario where changes in assumptions would lead to the potential impairment. For the remaining
scenarios, no impairment risk was identified.

Input/change in input | (Increase)/Decrease in impairment loss
Weighted average budgeted EBITDA margin value - in model (16.7%) |
-10% of base value | (7.6)

Test results for HY 2024
The main input assumptions used in test performed as of 30 June 2024 are as follows:

HY 2024 |  | Post-tax discount rate | Implied pre-tax discount rate | Growth rate for residual value | Average restaurant sales growth 2025-2029 | Weighted average budgeted EBITDA margin
Sushi Shop (all markets) |  | 8.6% | 10.6% | 1.8% | 1.9% | 15.4%

The i mpairment loss of EUR 41.1 million was recognised for goodwill of Sushi Shop business unit. The main factors that
lead to recognition of impairment included: a further increase in the discount rate applied to the future cash flows of the
French business and a revision of the growth expectations of the Sushi Shop business for the coming years.
Results of sensitivity analysis for Sushi Shop Group business unit
The following table presents what change in impairment loss would be accounted for if respective input data were
changed by tested percentage, assuming the remaining parameters remain stable.

Input/change in input | (Increase)/Decrease in impairment loss
Discount rate - in model post-tax discount rate (8.6%)
-10% of base value | 28.4
-5% of base value | 13.2
+5% of base value | (11.6)
+10% of base value | (22.0)
Growth rate for residual value - in model (1.8%) |
-10% of base value | (3.9)
-5% of base value | (2.0)
+5% of base value | 2.0
+10% of base value | 4.1
Weighted average budgeted EBITDA margin value - in model (15.4%) |
-10% of base value | (29.8)
-5% of base value | (14.9)
+5% of base value | 13.5
+10% of base value | 29.8
Restaurant Sales |
-5% in each year of projection | (16.5)
-3% in each year of projection | (9.9)
+3% in each year of projection | 9.9
+5% in each year of projection | 16.5

26

AMREST GROUP Consolidated Financial Statements |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
The following table shows the values to discount rate and growth rate under which recoverable amount in the model
would equal to carrying amount of tested unit (assuming the remaining input in model unchanged).

Input value | Post-tax discount rate | Growth rate
Applied in model | 8.6% | 1.8%
When carrying amount of CGU equals to recoverable amount | 7.7% | 2.7%

Comparative information for the YE 2023
The key assumptions used in year end 2023 test were as follows:

2023 |  | Post-tax discount rate | Implied pre-tax discount rate | Growth rate for residual value | Average restaurant sales growth 2024-2028 | Weighted average budgeted EBITDA margin
Sushi Shop (all markets) |  | 8.4% | 10.2% | 1.8% | 5.6% | 14.0%
Spain – La Tagiatella and KFC |  | 10.1% | 12.5% | 1.9% | 4.7% | 19.4%
France – KFC |  | 8.4% | 10.1% | 1.8% | 4.8% | 12.2%
Germany – Starbucks |  | 8.0% | 10.2% | 2.2% | 16.6% | 22.1%
China – Blue Frog |  | 9.2% | 11.1% | 2.1% | 11.0% | 21.9%
Romania – Starbucks |  | 13.4% | 15.2% | 2.9% | 9.5% | 24.5%
Czechia – KFC |  | 9.2% | 10.8% | 2.3% | 8.5% | 22.5%
Hungary – KFC |  | 13.9% | 14.8% | 3.4% | 10.7% | 20.7%

The impairment loss of EUR 29.2 million was recognised for goodwill of Sushi Shop business unit. The main factors that
led to recognition of impairment loss were the reduction in profitability of the brand, affected by the increase in the price of
fresh salmon, and the increase in the discount rates.
For all other units the recoverable amount exceeded the carrying amount and no impairment loss was recognised.
Additionally, based on the sensitivity analysis performed a reasonably possible change in any of the key assumptions
used would not lead to recognition of impairment losses i.e. carrying amount would not exceed the recoverable amount.
Results of sensitivity analysis for Sushi Shop Group business unit
The following table presents what change in impairment loss would be accounted for if respective input data were
changed by tested percentage, assuming the remaining parameters remain stable.

Input/change in input | (Increase)/Decrease in impairment loss
Discount rate - in model post-tax discount rate (8.4%)
-10% of base value | 29.2
-5% of base value | 16.9
+5% of base value | (14.9)
+10% of base value | (28.1)
Growth rate for residual value - in model (1.8%) |
-10% of base value | (5.4)
-5% of base value | (2.7)
+5% of base value | 2.8
+10% of base value | 5.7
Weighted average budgeted EBITDA margin value - in model (14.0%) |
-10% of base value | (36.0)
-5% of base value | (18.0)
+5% of base value | 18.0
+10% of base value | 29.2
Restaurant Sales |
-5% in each year of projection | (10.0)
-3% in each year of projection | (6.0)
+3% in each year of projection | 6.0
+5% in each year of projection | 10.0

The following table shows the values to discount rate and growth rate under which recoverable amount in the model
would equal to carrying amount of tested unit (assuming the remaining input in model unchanged).

Input value | Post tax discount rate | Growth rate
Applied in model | 8.4% | 1.8%
When carrying amount of CGU equals to recoverable amount | 7.7% | 2.6%

27

AMREST GROUP Consolidated Financial Statements |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
16. Trade and other receivables
As of 31 December 2024 and 2023 the balances of trade and other receiva bles were as follows:

| Note | 31 December 2024 | 31 December 2023
Trade receivables |  | 31.1 | 45.1
Other tax receivables |  | 35.2 | 34.4
Credit cards, coupons and food aggregators receivables |  | 20.7 | 33.8
Loans and borrowings |  | 0.3 | 0.3
Other |  | 2.5 | 2.6
Allowances for receivables | 27 | (13.7) | (13.8)
Total |  | 76.1 | 102.4

Information about the impairment of trade receivables and the Group’s exposure to credit risk, foreign currency risk and
interest rate risk can be found in note 27.
17. Cash and cash equivalents
Cash and cash equivalents as of 31 December 2024 and 31 December 2023 are presented in the table below:

| 31 December 2024 | 31 December 2023
Cash at bank | 123.6 | 213.9
Cash in hand | 10.9 | 13.6
Cash equivalents | 5.1 | -
Total cash | 139.6 | 227.5

Reconciliation of working capital changes as of 31 December 2024 and 31 December 2023 is presented in the table
below:

2024 | Change in trade and other receivables | Change in inventories | Change in other assets | Change in payables and other liabilities | Change in other provisions and employee benefits
Balance sheet change | 26.3 | 1.8 | 0.5 | (52.9) | 1.2
Change in investment liabilities | - | - | - | 21.9 | -
Debt transaction | - | - | - | 8.2 | -
Transfer to assets and liabilities classified as held for sale | (9.0) | (2.8) | - | 9.4 | 0.1
Exchange differences | (0.2) | - | - | (0.9) | (0.6)
Working capital changes | 17.1 | (1.0) | 0.5 | (14.3) | 0.7

2023 | Change in trade and other receivables | Change in inventories | Change in other assets | Change in payables and other liabilities | Change in other provisions and employee benefits
Balance sheet change | (13.3) | 2.6 | 3.7 | 25.3 | 0.9
Loss of control | (2.6) | (2.0) | (3.9) | 11.3 | -
Change in investment liabilities | - | - | - | (17.2) | -
Debt transaction | - | - | - | (7.6) | -
Exchange differences | 1.3 | 0.4 | 0.8 | (3.5) | (0.2)
Working capital changes | (14.6) | 1.0 | 0.6 | 8.3 | 0.7

18. Other assets
Other currents assets
As of 31 December 2024 and 2023 the balances of other current assets consists mainly of prepayments for IT and digital
services, utilities, marketing, insurance and other services.
Investment properties
As of 31 December 2024 the balance of investment properties consists of the unsold part of the investment property in
Poland.
Other non-currents assets
As of 31 December 2024 and 2023 the balances of other non-current assets were as follows:

| 31 December 2024 | 31 December 2023
Deposit for rentals | 23.4 | 22.6
Other | 0.9 | 0.4
Total other non-currents assets | 24.3 | 23.0

28

AMREST GROUP Consolidated Financial Statements |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
Inventories
As of 31 December 2024 and 2023, inventories cover mainly food and packaging used in the restaurants and stocks in
central kitchen for sale by La Tagliatella restaurants. Inventories are presented at net value including write-downs.
19. Equity
Share capital
There were no changes in share capital of the Company in year 2024.
All shares issued are subscribed and fully paid. The par value of each share is EUR 0.1. As of 31 December 2024 and as
of 31 December 2023 the Company had 219,554,183 shares issued.
All the shares are ordinary shares and have the same economic and voting rights. There are no shares committed to be
issued under options, employee share schemes and contracts for the sale of shares.
To the best of AmRest’s knowledge as of 31 December 2024, in accordance with the information publicly available,
AmRest Holdings had the following shareholder structure:

Shareholder | Number of shares and votes at the Shareholders’ meeting | % of shares and votes at the Shareholders’ meeting
FCapital Dutch S.L.* | 147,203,760 | 67.05%
FYNVEUR S.C.A. | 11,612,680 | 5.29%
Nationale-Nederlanden PTE SA | 10,742,600 | 4.89%
PTE Allianz Polska SA | 9,531,792 | 4.34%
Other Shareholders | 40,463,351 | 18.43%

* Mr. Carlos Fernández González indirectly controls the majority of the shareholding and voting rights in FCapital Dutch, S.L. (direct shareholder of the
stake appearing in the above table).
To the best of AmRest’s knowledge as of 31 December 2023, in accordance with the information publicly available,
AmRest Holdings had the following shareholder structure:

Shareholder | Number of shares and votes at the Shareholders’ meeting | % of shares and votes at the Shareholders’ meeting
FCapital Dutch S.L.* | 147,203,760 | 67.05%
Artal International S.C.A. | 11,366,102 | 5.18%
Nationale-Nederlanden OFE | 10,718,700 | 4.88%
PTE Allianz Polska SA | 9,531,792 | 4.34%
Other Shareholders | 40,733,829 | 18.55%

* Mr. Carlos Fernández González indirectly controls the majority of the shareholding and voting rights in FCapital Dutch, S.L. (direct shareholder of the
stake appearing in the above table).
Dividends paid and received
In the period covered by these consolidated financial statements the parent entity of the Group has paid an interim cash
dividend against the results of fiscal year 2024 in the amount of 0.07 gross euros per share. The total dividend paid to
equity holders of the parent amounted to EUR 15.2 million.
T he Group has paid a dividend to non-controlling interests of: AmRest Coffee s.r.o. in the amount of EUR 3.6 million,
SCM Sp. z o. o. in the amount of EUR 0.7 million and SCM Czech s.r.o. in the amount of EUR 0.2 million. The total
dividend paid to non-controlling interest amounted to EUR 4.5 million.
29

AMREST GROUP Consolidated Financial Statements |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
Reserves
The structure of Reserves is as follows:

2024 | Share premium | Outstanding share-based payments | Settled share- based payments | Treasury shares | Hedges valuation | Transactions with NCI | Total Reserves
As of 1 January | 236.3 | 18.8 | (35.4) | (9.9) | (4.1) | (31.6) | 174.1
Net investment hedges | - | - | - | - | 0.5 | - | 0.5
Total comprehensive income | - | - | - | - | 0.5 | - | 0.5
Purchases of treasury shares | - | - | - | (10.5) | - | - | (10.5)
Value of disposed treasury shares | - | - | (2.0) | 2.0 | - | - | -
Share-based payments - reclassifications | - | (1.7) | 1.7 | - | - | - | -
Share-based payments - remeasurements | - | 7.1 | - | - | - | - | 7.1
Share-based payments - tax withholding requirements | - | - | (0.4) | - | - | - | (0.4)
Total share-based payments | - | 5.4 | (0.7) | 2.0 | - | - | 6.7
Total distributions and contributions | - | 5.4 | (0.7) | (8.5) | - | - | (3.8)
As of 31 December | 236.3 | 24.2 | (36.1) | (18.4) | (3.6) | (31.6) | 170.8

2023 | Share premium | Outstanding share-based payments | Settled share- based payments | Treasury shares | Hedges valuation | Transactions with NCI | Total Reserves
As of 1 January | 236.3 | 15.5 | (38.1) | (3.7) | (11.9) | (31.6) | 166.5
Net investment hedges | - | - | - | - | 9.5 | - | 9.5
Income tax related to net investment hedges | - | - | - | - | (1.7) | - | (1.7)
Total comprehensive income | - | - | - | - | 7.8 | - | 7.8
Purchases of treasury shares | - | - | - | (6.6) | - | - | (6.6)
Value of disposed treasury shares | - | - | (0.4) | 0.4 | - | - | -
Share-based payments - reclassifications | - | (3.1) | 3.1 | - | - | - | -
Share-based payments - remeasurements | - | 6.0 | - | - | - | - | 6.0
Share-based payments - deferred tax effect | - | 0.4 | - | - | - | - | 0.4
Total share-based payments | - | 3.3 | 2.7 | 0.4 | - | - | 6.4
Total distributions and contributions | - | 3.3 | 2.7 | (6.2) | - | - | (0.2)
As of 31 December | 236.3 | 18.8 | (35.4) | (9.9) | (4.1) | (31.6) | 174.1

30

AMREST GROUP Consolidated Financial Statements |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
Share premium
Share premium reflects the surplus over the nominal value of the share capital increase and additional contributions to
equity without issue of shares made by shareholders prior to becoming a public entity.
There were no transactions within share premium in 2024.
Treasury shares
As of 31 December 2024 the Group had 2,927,790 treasury shares for a total purchase value of EUR 18.4 million,
presented as treasury shares. As of 31 December 2023 the Group had 1,412,446 treasury shares for a total purchase
value of EUR 9.9 million.
Transactions with NCI
This item reflects the impact of accounting for transactions with non-controlling interests (NCI). In 2024 the Group has
paid dividends to non-controlling shareholders in the amount of EUR 4.5 million. In 2023 the Group has paid dividends to
non-controlling shareholders in the amount of EUR 2.1 million.
Hedges valuation
The Group is exposed to foreign currency risk associated with its investments in foreign subsidiaries, which is managed
by applying net hedge investment strategies.
Until December 2023, the Group had assigned part of the Syndicated Bank Loan 2017 in foreign currencies as a hedging
instrument for net investments. In December 2023, when the Syndicated Bank Loan 2017 debt was fully repaid, the
hedging relationship ceased.
In December 2023, AmRest Group signed a new financing agreement referred to as the Syndicated bank loan 2023.
Part of the debt was taken by AmRest Holdings in PLN. The Group assigned the amount of PLN 508.0 million as a
hedging instrument for the net investment in its Polish subsidiary. As of 31 December 2024 and 31 December 2023 the
value of the net investment hedge resulting from the Syndicated bank loan 2023 amounted to PLN 508.0 million.
Another p art of the debt was taken by AmRest Sp. z o.o. in EUR. The Group assigned the amount of EUR 156.0 million
as a hedging instrument for the net investment in its Spanish subsidiaries. As of 31 December 2024 and 31 December
2023 the value of the net investment hedge resulting from the Syndicated bank loan 2023 amounted to EUR 156.0
million.
During the years ended 31 December 2024 and 2023 the hedges were fully effective.
For all net investment hedges, exchange gains or losses arising from the translation of liabilities that are hedging
instruments are charged to other comprehensive income. During the year ended 31 December 2024 the total hedge
valuation recognised in other comprehensive income amounted to EUR 0.5 million. During the year ended 31 December
2023 the total hedge valuation recognised in other comprehensive income amounted EUR 9.5 million, and deferred tax
related to net investment hedges amounted to EUR (1.7) million.
Translation reserves
The balance of translation reserves depends on the changes in the foreign exchange rates. Total change in translation
reserves allocated to shareholders of the parent in year 2024 amounted to EUR (2.8) million. The most significant impact
had a change in Hungarian forint of EUR (2.7) million, Czech crown of EUR (0.8) million, Polish zloty of EUR (0.2) million
and Chinese yuan of EUR 1.3 million.
Total change in translation reserves in year 2023 amounted to EUR 12.8 million (including recycling of translation reserve
in Russia of EUR 28.6 million). The most significant impact on that balance had a change in Russian rouble in the amount
of EUR (8.4) million. Other significant changes result from change of Chinese yuan of EUR (2.7) million, Czech crown of
EUR (1.5) million, Hungarian forint of EUR 1.2 million and Polish zloty of EUR (5.0) to EUR.
20. Non-controlling interests
Key compositions of non-controlling interests are presented in the table below:

| 31 December 2024 | 31 December 2023
SCM Sp. z o.o. | 7.0 | 4.8
SCM Czech s.r.o | 3.0 | 2.4
AmRest Coffee Sp. z o.o. | 2.6 | 1.6
AmRest Coffee s.r.o. | 2.4 | 5.7
AmRest Kávézó Kft | 0.8 | 0.9
Sushi Shop Milan SARL | - | (0.1)
Non-controlling interests | 15.8 | 15.3

31

AMREST GROUP Consolidated Financial Statements |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
As of 31 December 2024 and 31 December 2023 the summarised financial information for each subsidiary that has non-controlling interests is as follows:
Summarised balance sheet

31 December 2024 | AmRest Coffee s.r.o. | AmRest Kávézó Kft | AmRest Coffee Sp. z o. o. | SCM Sp. z o.o. | SCM Czech s.r.o. | Sushi Shop Milan SARL
Current assets | 8.5 | 5.1 | 3.0 | 20.0 | 5.4 | -
Current liabilities | 10.8 | 7.4 | 14.1 | 8.1 | 1.6 | -
Total current net assets | (2.4) | (2.3) | (10.9) | 12.0 | 3.9 | -
Non-current assets | 31.3 | 16.6 | 43.5 | 4.0 | - | -
Non-current liabilities | 14.5 | 9.2 | 20.2 | 0.2 | - | -
Total non-current net assets | 16.8 | 7.4 | 23.2 | 3.8 | - | -
Net assets | 14.4 | 5.0 | 12.3 | 15.8 | 3.9 | -
31 December 2023 | AmRest Coffee s.r.o. | AmRest Kávézó Kft | AmRest Coffee Sp. z o. o. | SCM Sp. z o.o. | SCM Czech s.r.o. | Sushi Shop Milan SARL
Current assets | 18.1 | 4.7 | 2.5 | 15.5 | 7.0 | 0.2
Current liabilities | 11.4 | 7.2 | 12.1 | 8.3 | 3.1 | -
Total current net assets | 6.7 | (2.6) | (9.4) | 7.3 | 4.0 | 0.2
Non-current assets | 31.8 | 18.7 | 32.5 | 2.9 | 0.1 | -
Non-current liabilities | 17.2 | 10.8 | 16.8 | 0.2 | - | -
Total non-current net assets | 14.5 | 7.9 | 15.6 | 2.6 | 0.1 | -
Net assets | 21.2 | 5.2 | 6.1 | 9.9 | 4.1 | 0.2

Summarised income statement

Year ended 31 December 2024 | AmRest Coffee s.r.o. | AmRest Kávézó Kft | AmRest Coffee Sp. z o.o. | SCM Sp. z o.o. | SCM Czech s.r.o. | Sushi Shop Milan SARL
Total sales | 46.1 | 30.1 | 59.7 | 63.4 | 21.3 | -
Profit before tax | 3.0 | 0.3 | 5.0 | 9.3 | 1.9 | 0.7
Income tax expense/income | 0.7 | 0.2 | - | 1.5 | 0.3 | -
Profit/loss for the period | 2.3 | 0.1 | 5.0 | 7.8 | 1.6 | 0.7
Profit/loss for the period allocated to NCI | 0.4 | - | 0.9 | 2.8 | 0.8 | 0.1

Year ended 31 December 2023 | AmRest Coffee s.r.o. | AmRest Kávézó Kft | AmRest Coffee Sp. z o.o. | SCM Sp. z o.o. | SCM Czech s.r.o. | Sushi Shop Milan SARL
Total sales | 47.4 | 28.1 | 51.8 | 54.8 | 36.8 | 0.1
Profit before tax | 6.3 | 2.6 | 5.9 | 7.0 | 1.6 | 0.4
Income tax expense/income | 1.1 | 0.5 | (1.0) | 1.4 | 0.4 | -
Profit/loss for the period | 5.2 | 2.2 | 6.9 | 5.6 | 1.3 | 0.4
Profit/loss for the period allocated to NCI | 0.9 | 0.4 | 1.2 | 2.8 | 0.6 | 0.1

There are no significant restrictions on the possibility of access to the assets or their use and settlement of obligations for the subsidiaries having a non-controlling interest.
32

AMREST GROUP Consolidated Financial Statements |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
21. Earnings per share
As of 31 December 2024 and 2023 the Company had 219,554,183 shares issued.
Table below presents calculation of basic and diluted earnings per share ("EPS") for the year 2024 and 2023.
Basic EPS is calculated by dividing net profit attributable to shareholders of the parent by the weighted average number
of ordinary shares outstanding during the year.
Diluted EPS is calculated by dividing net profit attributable to shareholders of the parent by the weighted average number
of ordinary shares outstanding during the year, adjusted by the weighted average number of ordinary shares that would
be issued on conversion of all dilutive potential ordinary shares into ordinary shares.

| YEAR ENDED
EPS calculation | 31 December 2024 | 31 December 2023
Net profit attributable to shareholders of the parent (EUR millions) | 8.5 | 44.9
Weighted average number of ordinary shares for basic EPS (in thousands) | 217,229 | 218,875
Weighted average number of ordinary shares for diluted EPS (in thousands) | 217,841 | 219,097
Basic earnings per share (EUR) |  |
From continuing operations attributable to the ordinary equity holders of the company | 0.04 | 0.18
From discontinued operation | - | 0.03
Total basic earnings per share attributable to the ordinary equity holders of the company (EUR) | 0.04 | 0.21
Diluted earnings per share (EUR) |  |
From continuing operations attributable to the ordinary equity holders of the company | 0.04 | 0.18
From discontinued operation | - | 0.03
Total diluted earnings per share attributable to the ordinary equity holders of the company (EUR) | 0.04 | 0.21

Reconciliation of weighted average number of ordinary shares for basic EPS:

| YEAR ENDED
Weighted average number of ordinary shares (in thousands) | 31 December 2024 | 31 December 2023
Shares issued at the beginning of the period | 219,554 | 219,554
Effect of treasury shares held | (2,404) | (756)
Effect of share-based payments vested | 79 | 77
Weighted average number of ordinary shares for basic EPS | 217,229 | 218,875

Reconciliation of weighted average number of ordinary shares for diluted EPS:

| YEAR ENDED
Weighted average number of ordinary shares for diluted EPS (in thousands) | 31 December 2024 | 31 December 2023
Weighted average number of ordinary shares for basic EPS | 217,229 | 218,875
Effect of share-based payments unvested | 612 | 222
Weighted average number of ordinary shares for diluted EPS | 217,841 | 219,097

The intrinsic value of the vested SOP and MIP options is included in the calculation of basic EPS, from the date on which
options vest. The LTI plans are included in the calculation of basic EPS if vested and if the performance conditions are
met at the reporting date.
The intrinsic value of unvested SOP and MIP options is included in the calculation of diluted EPS, to the extent to they are
dilutive. The unvested LTI plans are included in the calculation of diluted EPS if performance conditions are met at the
reporting date and to the extent to which are dilutive. Details relating to the share-based payments are disclosed in note
23.
Instruments that could potentially dilute basic earnings per share in the future, but were antidilutive as of 31 December
2024 included 8,840 thousand of options for SOP and MIP plans and 3,412 thousand of shares for LTI plans (8,841
thousand of options for SOP and MIP plans and 2,629 thousand of shares for LTI plans as of 31 December 2023).
22. Loans and borrowings
The Group had the following balances of loans and borrowings:

| 31 December 2024 | 31 December 2023
Non-current |  |
Syndicated bank loan | 574.8 | 549.5
Other bank loans | 6.1 | 21.9
Total non-current | 580.9 | 571.4
Current |  |
Syndicated bank loan | 17.7 | -
Schuldscheinedarlehen (SSD) Bonds | - | 35.9
Other bank loans | 18.8 | 16.6
Total current | 36.5 | 52.5
Total | 617.4 | 623.9

33

AMREST GROUP Consolidated Financial Statements |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
Key characteristics of loans and borrowings:

Currency | Country | Loans/bonds | Effective interest rate | Final maturity | 31 December 2024 | 31 December 2023
EUR | Poland, Spain | Syndicated bank loan 2023 | 3M EURIBOR+margin | 2028 | 431.7 | 391.1
PLN | Poland, Spain | Syndicated bank loan 2023 | 3M WIBOR+margin | 2028 | 160.8 | 158.4
EUR | Spain | SSD Bonds | Fixed | n/a | - | 26.4
EUR | Spain | SSD Bonds | 6M EURIBOR+margin | n/a | - | 9.5
EUR | Spain | Bilateral loans | 3M EURIBOR+margin | 2025 | 5.0 | 2.5
EUR | France | State supported loan(SSL) | Fixed | 2026 | 14.5 | 23.3
EUR | Spain | State supported loan(SSL) | Fixed | 2026 | 5.4 | 11.7
EUR | Germany | Bank loans/overdrafts | Euro Short-Term Rate (€STR)+margin | 2025 | - | 1.0
Total |  |  |  |  | 617.4 | 623.9

The Group is required to meet certain ratios as agreed with financing institutions. Those covenants were met as of
31 December 2024.
Tables below presents the reconciliation of loans and borrowings as of 31 December 2024 and 31 December 2023:

2024 | Syndicated bank loan 2023 | Syndicated bank loan 2017 | SSD Bonds | Bilateral loans | SSL loans | Other borrowings | Total
As of 1 January | 549.5 | - | 35.9 | 2.5 | 35.0 | 1.0 | 623.9
Repayments | - | - | (35.5) | - | (15.1) | (1.0) | (51.6)
New loans | 40.0 | - | - | 2.5 | - | - | 42.5
Interest expense | 42.6 | - | 1.6 | - | 0.9 | 0.1 | 45.2
Payment of interests | (41.9) | - | (2.0) | - | (0.9) | (0.1) | (44.9)
Exchange differences | 2.3 | - | - | - | - | - | 2.3
As of 31 December | 592.5 | - | - | 5.0 | 19.9 | - | 617.4

2023 | Syndicated bank loan 2023 | Syndicated bank loan 2017 | SSD Bonds | Bilateral loans | SSL loans | Other borrowings | Total
As of 1 January | - | 567.3 | 35.9 | - | 50.5 | - | 653.7
Repayments | - | (569.2) | - | (51.5) | (15.9) | - | (636.6)
New loans | 560.4 | - | - | 54.0 | - | 1.0 | 615.4
Interest expense | 1.9 | 27.1 | 1.3 | 2.0 | 1.1 | 0.2 | 33.6
Payment of interests | - | (31.0) | (1.3) | (2.0) | (0.7) | (0.2) | (35.2)
Transaction costs | (12.1) | - | - | - | - | - | (12.1)
Exchange differences | (0.7) | 5.8 | - | - | - | - | 5.1
As of 31 December | 549.5 | - | 35.9 | 2.5 | 35.0 | 1.0 | 623.9

In December 2023 the Group signed Syndicated Bank Loan agreement. Various transaction costs directly attributable to
the issuance of that loan were deducted from the initial fair value of the new debt and are included in the calculation of
the amortized cost of the borrowing. The payment of EUR 8.2 million of those transaction costs was made during the year
ended 31 December 2024 and was presented as a financial outflow in the cash flow statement.
Regarding the Syndicated Bank Loan agreement, and in accordance with the provisions of the financing agreement, on
23 December 2024, a modification was signed to include certain sustainability objectives thereby converting the
agreement into a s ustainability linked loan.
Available credit limi ts
The Group had the following unused credit limits and available tranches as of 31 December 2024 and 31 December
2023:

| 31 December 2024 | 31 December 2023
Available Tranche B of Syndicated bank loan 2023 | 70.0 | 110.0
Syndicated bank loan 2023 credit line | 130.0 | 130.0
Credit line Spain | - | 2.5
Credit line Poland | 4.7 | 4.6
Credit line Germany | 5.8 | 5.1
Credit line Czechia | 2.3 | 2.3
Total | 212.8 | 254.5

34

AMREST GROUP Consolidated Financial Statements |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
Collaterals on borrowings
The Group granted several guarantees to finance institutions under the previous syndicated bank loan agreement. Those
guarantees were fully cancelled together with the repayment of that loan, which took place on 14 December 2023.
The new Syndicated Bank Loan 2023 is jointly and severally guaranteed by the Borrowers (AmRest Holdings SE and
AmRest Sp. z o. o.) and other Group companies, in particular, AmRest S.R.O., AmRest Coffee Deutschland Sp. z o. o. &
Co.KG, AmRest DE Sp. z o. o. & Co.KG, A mRest Kft, AmRest Coffee SRL, AmRest Tag S.L.U., Restauravia Food S.L.U.,
Pastificio Service S.L.U.
Additionally, pledge o n the shar es of Sushi Shop Group and AmRest France SAS has been established as security for
the bank financing.
23. Share-based payments
There are several share-based payments plans in AmRest Group as of 31 December 2024. Since 2021 the Group
introduced share-based payments programs referred as Long Term Incentive plan (LTI). Earlier, the Group was granting
options within programs referred as Stock Option (SOP) and Management Incentive Plans (MIP).
The only cash-settled Stock Option plan has been fully settled in 2024. All remaining share-based payments plans as of
31 December 2024 are equity-settled.
Summary of share-based payments balances recognised as equity
The Group recognises costs of equity-settled share-based payments programs in reserve capital. The total reserves
related to share-based payments not exercised, without deferred tax effect, as of 31 December 2024 and 31 December
2023 are presented in a table below:

| 31 December 2024 | 31 December 2023
LTI 2021 | 1.6 | 3.1
LTI 2022 | 4.5 | 2.0
LTI 2023 | 2.5 | 0.2
LTI 2024 | 0.2 | -
SOP | 12.3 | 12.0
MIP | 3.1 | 2.8
Total | 24.2 | 20.1

Summary of share-based payments recognised in income statement
The total costs recognised in income statement for share-based payments for the years ended 31 December 2024 and
31 December 2023 are presented below:

| YEAR ENDED
| 31 December 2024 | 31 December 2023
LTI 2021 | 0.9 | 2.0
LTI 2022 | 2.5 | 1.8
LTI 2023 | 2.3 | 0.2
LTI 2024 | 0.2 | -
SOP | 1.0 | 1.5
MIP | 0.2 | 0.5
Total | 7.1 | 6.0

Long Term Incentive Plans (LTI)
In 2021 the Group introduced Long Term Incentive (LTI) Program which is addressed to members of the management
team and other relevant personnel of the Group. Participants of the LTI plans have the opportunity to receive AmRest
shares. Under each annual program participants are granted three tranches with different vesting periods. The number of
shares to be finally received by participant that stays within Group during vesting period is linked to the Group’s
performance defined as realization of Global EBITDA for three years following the date of approval of each annual grant.
The rights under the LTI Plans are granted as an amount (denominated in payroll currency of each participant). The grant
date for each annual plan takes place at the vesting date of the 1st tranche. At the grant date the LTI rights are evaluated
and converted into number of shares, and subsequently the shares are transferred to the participant’s brokerage account.
As a rule, there are no cash settlement alternatives under LTI plans.
The number of shares to be received is determined according to the following formula:
N = [(Grant ÷ ExRate) ÷ VWAP] × M,
where:
• Grant is the value allocated to participant, denominated in payroll currency,
• ExRate is the average exchange rate for the month preceding the vesting date of the 1st tranche that is
applicable to the payroll currency being converted into EUR,
• VWAP is the volume weighted average price of AmRest share expressed in EUR, during the month preceding
the vesting date of the 1st tranche,
• M is the multiplier which depends on the degree of non-market performance conditions realization (minimum 0%,
maximum 200%).
35

AMREST GROUP Consolidated Financial Statements |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
The principal terms and conditions of LTI plan as of 31 December 2024 are presented in the table below:

LTI Plan | Approval date | Vesting date of each tranche | Grant date | Performance condition factor
LTI 2021 | 23 December 2021 | 60% : 31 May 2024 20% : 31 May 2025 20% : 31 May 2026 | 31 May 2024 | Global EBITDA 2021-2023
LTI 2022 | 30 November 2022 | 60% : 31 May 2025 20% : 31 May 2026 20% : 31 May 2027 | 31 May 2025 | Global EBITDA 2022-2024
LTI 2023 | 29 November 2023 | 60% : 31 May 2026 20% : 31 May 2027 20% : 31 May 2028 | 31 May 2026 | Global EBITDA 2023-2025
LTI 2024 | 13 November 2024 16 January 2025 (France) | 60% : 31 May 2027 20% : 31 May 2028 20% : 31 May 2029 | 31 May 2027 | Global EBITDA 2024-2026

LTI Plans that reached the grant date
LTI 2021
The LTI 2021 reached the grant date on 31 May 2024. Conversion into shares was done in accordance with formula
described above. Fair value of share for LTI 2021 was determined based on the actuary valuation as EUR 6.0 per share.
At the grant date the first tranche of the plan vested (in the amount of 456 thousand of shares). Tranche 2 nd and 3 rd are
fully unvested.
The Board of Directors approved alternative cash settlement of the first tranche of LTI 2021 for selected part of the plan.
Employees received the cash equivalent of vested shares. As a result of that modification EUR 0.1 millio n h as been
reclassified as employee benefits from reserves.
The table below presents reconciliation of the movement in the number of shares of LTI 2021 plan in the year ended
31 December 2024.

2024 (thousands of shares) | LTI 2021
Outstanding as of 1 January | -
Converted to shares on grant date | 760
Transferred to participants | (398)
Forfeited | (13)
Modified (settled in cash) | (21)
Outstanding as of 31 December | 328
Vested | 40
Unvested | 288

LTI Plans that didn’t reach the grant date yet
LTI 2022-2024
In November 2024 new LTI 2024 plan was approved with fair value EUR 8.5 million. In January 2025 a sub plan of LTI
2024 granted to employees of the French entities was approved with fair value EUR 0.9 million.
In November 2023 LTI 2023 was approved with fair value EUR 9.8 million.
Cost of plans recognised in income statement are calculated taking into account fair values adjusted by the multiplier M
and recognised over time based on the vesting scheme. LTI 2022-2024 will be finally evaluated and converted into
shares at the grant date of each plan. Those programs are fully unvested.
Details of each LTI plan recognised in equity and in the income statement is presented in the tables above.
Stock Option and Management Incentive Plans
Stock Option Plans and Management Incentive Plans are share option plans. Under these plans, entitled participants
received the options at agreed exercise prices. Annual plans consists of 3 tranches each, with vesting period of 3, 4 and 5
years. Participants are entitled to exercise options and receive shares if remain within the Group during the vesting
periods. Options vest when the terms and conditions relating to the period of employment are met. The plans do not
provide any additional market conditions for vesting of the options. Vested options can be exercised within 10 years from
the grant date of each program, otherwise they expire. The fair value of option plans was measured using the Black-
Scholes formula and determined by an external actuary.
As of 31 December 2024 there are 5 share option plans:
• Stock Option Plan (SOP 2005-2016) – currently plan is fully vested and partially exercised,
• Stock Option Plan (SOP 2017-2019) – currently plan is fully vested and partially exercised,
• Management Incentive Plan (MIP 2017-2019) – currently plan is fully vested and not exercised,
• Stock Option Plan (SOP 2020) – plan will be fully vested in October 2025 and is partially exercised,
• Management Incentive Plan (MIP 2020-2021) – plan will be fully vested in May 2026 and is not exercised.
The key terms and conditions for the share options plans as of 31 December 2024 are presented in the table below:

Grant date | Terms and conditions for vesting of the options | Option exercise price in EUR
SOP 2005-2016 |  |
9 December 2015 | 1-5 years, 20% per annum | 3.14
30 April 2016 | 5.35

36

AMREST GROUP Consolidated Financial Statements |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)

Grant date | Terms and conditions for vesting of the options | Option exercise price in EUR
SOP 2017-2019 |  |
30 May 2017 | 3-5 years, 60% after 3rd year, 20% after 4th and 5th year | 8.14
30 April 2018 | 10.91
1 October 2018 | 10.63
10 December 2018 | 9.40
30 April 2019 | 9.62
MIP 2017- 2019 |  |
1 October 2018 | 3-5 years, 33% per annum | 14.54
26 March 2019 | 14.49
13 May 2019 | 12.10
SOP 2020 |  |
13 July 2020 | 3-5 years, 60% after 3rd year, 20% after 4th and 5th year | 4.99
1 October 2020 | 5.78
MIP 2020-2021 |  |
10 February 2020 | 3-5 years, 33% per annum | 15.10
1 October 2020 | 7.90
1 February 2021 | 7.71
23 March 2021 | 6.08
1 May 2021 | 9.50

The number of options, movements in number of options and weighted average of the exercise prices (WAEP) of options
during the year ended 31 December 2024 and 2023 are presented in table below:

Number of options 2024 (in thousands) | WAEP in EUR | MIP 2020-2021 | SOP 2020 | MIP 2017- 2019 | SOP 2017-2019 | SOP 2005-2016
At the beginning of the period | 8.14 | 2,400 | 2,031 | 700 | 3,710 | 255
Granted during the period | - | - | - | - | - | -
Exercised during the period | 4.73 | - | (9) | - | - | (43)
Expired during the period | 9.25 | - | - | - | (113) | (3)
Forfeited during the period | 6.22 | - | (36) | - | (5) | -
Outstanding at the end of the period | 8.68 | 2,400 | 1,986 | 700 | 3,592 | 209
- including exercisable as of the end of the period | 8.87 | 1,400 | 1,604 | 700 | 3,592 | 209
Number of options 2023 (in thousands) | WAEP in EUR | MIP 2020-2021 | SOP 2020 | MIP 2017- 2019 | SOP 2017-2019 | SOP 2005-2016
At the beginning of the period | 8.56 | 2,400 | 2,443 | 700 | 4,707 | 468
Granted during the period | - | - | - | - | - | -
Exercised during the period | 4.11 | - | - | - | - | (99)
Expired during the period | 9.05 | - | - | - | (901) | (114)
Forfeited during the period | 6.52 | - | (412) | - | (96) | -
Outstanding at the end of the period | 8.14 | 2,400 | 2,031 | 700 | 3,710 | 255
- including exercisable as of the end of the period | 8.45 | 600 | 1,222 | 533 | 3,388 | 255

The weighted average share price at the dates of exercise of the options was EUR 6.11 in 2024 and EUR 6.17 in 2023.
The weighted average remaining contractual life for the share options outstanding as of 31 December 2024 was
4.7 years (2023: 5.6 years).
24. Employee information
Below information is disclosed based on the reporting requirement established in Spanish Mercantile Law and Spanish
Commercial Code:
AmRest Group average annual employment distributed by professional category:

| 31 December 2024 | 31 December 2023 |
Senior Executives | 8 | 8 |
Office employees | 2,360 | 2,323 |
Restaurant employees | 42,666 | 43,831 |
Total | 45,034 | 46,162 |

37

AMREST GROUP Consolidated Financial Statements |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
Year end distribution of the Group employees and members of the Board of Directors by gender:

| 31 December 2024 | 31 December 2023
| Female | Male | Female | Male
Board of Directors (not employees) | 3 | 4 | 3 | 4
Senior Executives | - | 8 | - | 8
Office employees | 1,355 | 992 | 1,304 | 965
Restaurant employees | 23,621 | 19,283 | 24,308 | 18,879
Total | 24,979 | 20,287 | 25,615 | 19,856

In 2024 Spanish AmRest Group companies employed on average 25 people with a disability greater than or equal to 33%
(19 in 2023).
25. Provisions
Changes in the balance of provisions are presented in the table below:

2024 | Asset retirement obligation | Court and legal proceedings | Provision for tax risks | Franchise and development agreements risks | Other provisions | Total
As of 1 January | 9.4 | 5.1 | 0.7 | 5.5 | 3.3 | 24.0
Increases | 0.9 | 5.2 | - | 1.7 | 1.1 | 8.9
Releases | (0.1) | (2.1) | - | (0.2) | (1.5) | (3.9)
Usage | (0.1) | (0.7) | (0.6) | (1.2) | (1.2) | (3.8)
Exchange differences | - | - | - | - | - | -
As of 31 December | 10.1 | 7.5 | 0.1 | 5.8 | 1.7 | 25.2
Presented as short-term | - | 0.8 | - | 5.6 | 0.9 | 7.3

2023 | Asset retirement obligation | Court and legal proceedings | Provision for tax risks | Franchise and development agreements risks | Other provisions | Total
As of 1 January | 9.3 | 2.8 | 0.5 | 7.2 | 3.3 | 23.1
Increases | 0.2 | 2.7 | 0.5 | 1.1 | 1.3 | 5.8
Releases | - | (0.4) | (0.1) | (0.1) | (0.1) | (0.7)
Usage | (0.1) | (0.1) | (0.2) | (2.8) | (1.1) | (4.3)
Exchange differences | - | 0.1 | - | 0.1 | (0.1) | 0.1
As of 31 December | 9.4 | 5.1 | 0.7 | 5.5 | 3.3 | 24.0
Presented as short-term | - | 0.8 | - | 4.3 | 1.1 | 6.2

Asset retirement obligation
The Group recognised a provision for costs of future asset restorations mainly on German and French market. The
provision consists of expected costs at the end of rental agreement. The provision would be used for renovation work
needed to restore rented properties, as required by rental agreements.
Provision for court and legal proceedings
Periodically, the Group is involved in disputes and court proceedings resulting from the Group’s on-going operations. The
Group recognises provisions for the costs of court proceedings which reflects the most reliable estimate of the probable
losses expected as a result of the said disputes and legal proceedings.
Provision for tax risks
The Group operates in numerous markets with different and changing tax regulations. Tax related provisions may be
recognized if certain tax risks are identified. The provisions are recognized based on the available information, historical
experience, judgments and estimates that may change over the time.
Franchise agreements and development agreements
The Group restaurants are operated under franchise, development and master franchise agreements with YUM! and
subsidiaries of YUM!, Burger King Europe GmbH, Rex Concepts BK Poland S.A, Rex Concepts BK Czech S.R.O.,
Starbucks Coffee International, Inc. and its affiliates. In the accordance with these agreements, the Group is obliged to
meet certain development commitments as well as to make the renovations required to maintain the identity, reputation
and high operating standards of each brand.
If the Group believes the development commitments will not be attained the respective provisions are recognised.
38

AMREST GROUP Consolidated Financial Statements |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
26. Trade payables and other liabilities
Trade payables and other liabilities as of 31 December 2024 and 31 December 2023 are presented below:

| 31 December 2024 | 31 December 2023
Trade payables | 97.8 | 105.8
Accruals and uninvoiced deliveries | 56.7 | 85.3
Employee payables | 20.3 | 21.1
Employee related accruals | 33.4 | 35.3
Accrual for holiday leave | 16.0 | 16.2
Social insurance payables | 17.7 | 16.2
Other tax payables | 34.5 | 27.7
Investment payables | 21.5 | 41.6
Contract liabilities – initial fees, loyaltee programs, gift cards | 11.2 | 12.1
Deferred income | 4.7 | 6.0
Other payables | 2.4 | 1.8
Total trade payables and other liabilities | 316.2 | 369.1

| 31 December 2024 | 31 December 2023
Current | 308.8 | 362.9
Non-current | 7.4 | 6.2
Total trade payables and other liabilities | 316.2 | 369.1

Below information is disclosed for Spanish AmRest Group companies based the reporting requirements established by
Spanish Law 18/2022 of 29 September which introduced measures to combat late payments in commercial transactions:

| 2024 | 2023
Number of days: | 39 | 41
Ratio of payments | 40 | 40
Ratio of outstanding invoices | 35 | 54
Millions of EUR: |  |
Total payments | 250.7 | 251.5
Outstanding invoices | 23.1 | 22.2
Amount payments < 60 days | 233.5 | 220.2
Other: |  |
Number of invoices paid < 60 days | 92,984 | 86,580
% Amount of payments made < 60 days out of the total payments | 93% | 88%
% Number of invoices paid < 60 days out of the total payments | 81% | 81%

The payments to suppliers reflected in the table above pertain to trade payables for goods and services.
27. Financial instruments
The following table shows the carrying amounts of financial assets and financial liabilities. The Group assessed that the
fair values of cash and cash equivalents, rental deposits, trade and other receivables, trade and other payables, as well
as current loans approximate their carrying amounts largely due to the short-term maturities of these instruments. Fair
values of non-current rental deposits, immaterially differ from their carrying values. Trade and other receivables and
liabilities presented below do not include balances relating to taxes and employee settlements.
As of 31 December 2024 and 2023 the Group did not have equity instruments measured at fair value. There were no
transfers between fair value hierarchy levels in year 2024 and 2023.
Classification of key classes of financial assets and liabilities with their carrying amounts is presented below:

31 December 2024 | Note | Financial assets at amortised cost | Financial liabilities at amortised cost
Financial assets not measured at fair value |  |  |
Rental deposits | 18 | 23.4 | -
Trade and other receivables | 16 | 40.6 | -
Cash and cash equivalents | 17 | 139.6 | -
Financial liabilities not measured at fair value |  |  |
Loans and borrowings | 22 | - | 617.4
Lease liabilities | 12 | - | 969.9
Trade and other liabilities to suppliers | 26 | - | 250.7

39

AMREST GROUP Consolidated Financial Statements |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)

31 December 2023 | Note | Financial assets at amortised cost | Financial liabilities at amortised cost
Financial assets not measured at fair value |  |  |
Rental deposits | 18 | 22.6 | -
Trade and other receivables | 16 | 67.7 | -
Cash and cash equivalents | 17 | 227.5 | -
Financial liabilities not measured at fair value |  |  |
Loans and borrowings | 22 | - | 588.0
SSD | 22 | - | 35.9
Lease liabilities | 12 | - | 887.0
Trade and other liabilities to suppliers | 26 | - | 308.8

Risk management
The Group is exposed to several financial risks in connection with its activities, including: the risk of market fluctuations
(covering the foreign exchange risk and risk of changes in interest rates), the risk related to financial liquidity and – to a
limited extent – credit risk. The risk management program implemented by the Group is based on the assumption of the
unpredictability of the financial markets and is used to maximally limit the impact of negative factors on the Group’s
financial results.
Credit risk
Credit risk is the risk of financial loss to the Group if a counterparty to a financial instrument fails to meet its contractual
obligations, and arises principally from the Group’s receivables from customers.
Financial instruments especially exposed to credit risk include trade and other receivables and cash and cash
equivalents. The Group has no significant concentrations of credit risk. The maximum credit risk exposure on rental
deposits, trade and other receivables, cash and cash equivalents amounts to EUR 203.6 m illion (2023: EUR 317.8
million).
Credit risk related to financial instruments in the form of cash in bank accounts is limited, due to the fact that the parties to
the transactions are banks with high credit ratings received from international rating agencies.
For trade and other receivables: the Group operates restaurants under own brands as well as under franchise license
agreements. Additionally, the Group operates as franchisor (for own brands) and master-franchisee (for a franchised
brand) and develops chains of franchisee businesses, organizing marketing activities for the brands and supply chain.
Consequently, the Group analyses two streams of receivables related to: r estaurant sales and franchise and other sales.
The Group’s receivables related to restaurant sales are limited and have low credit risk due to the short settlement time
and the nature of settlement, as guests pay in restaurants generally in cash or via credit or debit cards. For receivables
related to franchise and other sales the Group performs detailed analysis of expected credit loss.
The Group’s exposure to that credit risk is influenced mainly by the individual characteristics of each customer. However,
the Group also considers the factors that may influence the credit risk of its customer base, including the default risk
associated with the industry and country in which customers operate, including the external rating related to particular
country. For these receivables the Group applied the simplified approach permitted by IFRS 9, which requires expected
credit losses (ECLs) to be recognised from initial recognition of the receivables. The Group has established a provision
matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and
the economic environment.
During the year 2024 the Group recognised an impairment of the Group’s receivables exposed to credit risk in a net
amount of EUR (1.3) million (2023: EUR (2.6) million).
The ageing break-down of receivables and receivable loss allowance as of 31 December 2024 and 31 December 2023 is
presented in the table below.

| Current | Overdue in days | Total
2024 |  | Less than 90 | 91 - 180 | 181 - 365 | More than 365 |
Trade and other receivables | 31.4 | 7.7 | 1.7 | 2.2 | 11.3 | 54.3
Loss allowance (note 16) | (0.1) | (0.4) | (0.6) | (1.7) | (10.9) | (13.7)
Total | 31.3 | 7.3 | 1.1 | 0.5 | 0.4 | 40.6

| Current | Overdue in days | Total
2023 |  | Less than 90 | 91 - 180 | 181 - 365 | More than 365 |
Trade and other receivables | 53.0 | 15.1 | 1.3 | 3.4 | 8.7 | 81.5
Loss allowance (note 16) | (0.7) | (1.0) | (1.0) | (3.0) | (8.1) | (13.8)
Total | 52.3 | 14.1 | 0.3 | 0.4 | 0.6 | 67.7

Movement in loss allowance for receivables for the year ended 31 December 2024 and 31 December 2023 is presented
in the table below:

| 31 December 2024 | 31 December 2023
At the beginning of the period | (13.8) | (13.2)
Created | (2.0) | (4.3)
Released | 0.7 | 1.7
Used | 1.4 | 1.9
Other | - | 0.1
At the end of the period | (13.7) | (13.8)

40

AMREST GROUP Consolidated Financial Statements |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
Interest rate risk
Bank borrowings drawn by the Group are most often based on fluctuating interest rates (note 22). As of 31 December
2024 the Group does not hedge against changes in cash flows resulting from interest rate fluctuations. The Group
analyses the market position relating to interest on loans in terms of potential refinancing of debt or renegotiating the
lending terms and conditions.
Had the interest rates on loans denominated in PLN during the year ended 31 December 2024 been 30 base points
higher/lower, the profit before tax for the period would have been EUR 485 thousand lower/higher, in 2023 EUR 268
thousand.
Had the interest rates on loans denominated in EUR during the year ended 31 December 2024 been 30 base points
higher/lowe r, the profit before tax for the period would have been EUR 1,303 thousand lower/higher, in 2023 EUR 1,420
thousand.
Foreign exchange risk
The Group is exposed to foreign exchange risk related to transactions in currencies other than the functional currency in
which the business operations are measured in particular Group companies. The Group has loans liabilities in EUR and
PLN which are exposed to exchange risk. Moreover, 23% of Group’s total lease liabilities are agreements expressed in
EUR and USD in subsidiaries whose functional currency is different than EUR or USD (22% in 2023).
Net investment foreign currency valuation risk
The Group is exposed to risk of net investment valuation in subsidiaries valued in foreign currencies. This risk is hedged
for key positions with use of net investment hedge. Details are described in note 19.
Liquidity risk
Prudent financial liquidity management assumes that sufficient cash and cash equivalents are maintained and that further
financing is available from guaranteed funds from credit lines. The table below shows maturity analysis of the Group’s
financial liabilities. The amounts shown in the table constitute contractual, undiscounted cash flows.
The maturity analysis as of 31 December 2024 and 31 December 2023 is presented in the table below:

31 December 2024
Contractual, undiscounted cash flows | Carrying amount
| Up to 1 year | Between 1 and 2 years | Between 2 and 3 years | Between 3 and 4 years | Between 4 and 5 years | More than 5 years | Total
Trade and other liabilities | 178.4 | - | - | - | - | - | 178.4 | 178.4
Loan instalments | 38.3 | 86.4 | 80.3 | 421.5 | - | - | 626.5 | 617.4
Interest and other charges | 39.9 | 37.2 | 32.4 | 29.4 | - | - | 138.9 | -

31 December 2023
Contractual, undiscounted cash flows | Carrying amount
| Up to 1 year | Between 1 and 2 years | Between 2 and 3 years | Between 3 and 4 years | Between 4 and 5 years | More than 5 years | Total
Trade and other liabilities | 234.5 | - | - | - | - | - | 234.5 | 234.5
Loan instalments | 50.6 | 34.6 | 80.6 | 74.6 | 391.8 | - | 632.2 | 623.9
Interest and other charges | 43.3 | 40.7 | 36.9 | 31.5 | 26.2 | - | 178.6 | -

Contractual, undiscounted payments of interests and other fees have been determined taking into consideration following
assumptions:
• for loans in foreign currency the expected cash flows were translated at spot rates at the reporting date,
• the interest payments on variable interest rate loans reflect market interest rates at the reporting date.
The future cash flows may differ from the amounts in the table as exchange rates or interest rates change.
Capital risk
The Group manages capital risk to ensure its ongoing operations, aiming to generate returns for shareholders, provide
benefits for other stakeholders, and maintain an optimal capital structure to minimize costs.
28. Tax risks and uncertain tax positions
Tax authorities may inspect the tax returns of the Group companies from 3 to 5 years after the date of their filing, if they
have not already been audited.
Tax inspections in AmRest Sp. z o.o.
a) On 28 September 2022, the Tax Authorities in Wrocław initiated a tax audit on VAT rates in AmRest Sp. z o.o. for the
periods from April 2018 to September 2018. The total VAT liability assessed by the Tax Authorities amounts to EUR 2.2
million (PLN 9.8 million – secured by the bank guarantee), without interest. On 11 December 2023 the Company
submitted the complaint to the Local Administrative Court. On 17 April 2024 the Court suspended the proceeding. On the
grounds of the Supreme Administrative Court resolution (number I FPS 1/24), on 17 December 2024 the Court revoked
the decision initially issued by the Tax Authorities and sent the case to the Tax Authorities to finalize the proceeding.
b) On 17 May 2019, the Tax Authorities in Katowice initiated a customs and tax inspection on VAT rates in AmRest Sp. z
o.o. for the periods from October 2018 to March 2019. The total VAT liability assessed by the Tax Authorities amounts to
EUR 4.0 million (PLN 17.9 million) which includes a penalty of 30% and does not include interest. The Company
appealed against the decisions to the Tax Authorities of second instance. On 8 October 2024 the Tax Authorities issued
the decision regarding the resumption of the previously suspended proceeding. On the grounds of the Supreme
41

AMREST GROUP Consolidated Financial Statements |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
Administrative Court resolution (number I FPS 1/24), on 19 November 2024, the Tax Authorities of second instance
revoked the first-instance authority's decisions and discontinued the proceedings of the case.
c) On 12 October 2023, the Tax Authorities in Warsaw initiated a tax audit on VAT rates in AmRest Sp. z o.o. for the
periods from April 2019 to August 2019. On 2 May 2024, the Tax Authorities stated that the Company should tax the sale
at 8% VAT rate instead of 5% and the tax rulings do not apply. On 5 June 2024 the tax audit was transformed into tax
proceeding. On 21 August 2024 AmRest Sp. z o.o. received protocol from the audit of the tax books and on 4 September
2024 filed the reservations. On the grounds of the Supreme Administrative Court resolution (number I FPS 1/24), on 16
December 2024, the Tax Authorities decided to discontinue the proceedings of the case.
The Group analyzed the risk with regards to ongoing tax inspections related to VAT and assessed that it is more probable
than not that the tax authority will finally accept the Company’s VAT tax filings the same as in the case of other VAT
proceedings that have been finished. The same conclusions have been taken considering external tax advisors.
d) On 26 November 2018, the Tax Authorities initiated a tax audit on 2013 Corporate Income Tax (CIT) in AmRest Sp. z
o.o. The decision of the Tax Authorities was contested by the Company in the Court proceeding. On 4 April 2024, the
decision of the Tax Authorities was repealed by the Court and the tax proceeding was discontinued. The Company
received a refund amounting to EUR 0.6 million (PLN 2.7 million) including liability and interest.
e) On 12 March 2024, the Supreme Administrative Court confirmed that AmRest Sp. z o.o. provides services and
therefore is out of scope of the retail sales tax. Following the judgement, on 3 July 2024, the Company corrected its retail
sales tax settlements for the period from January 2021 to January 2024 and applied for retail sales tax overpayment
amounting to EUR 9.5 million (PLN 41.0 million). The retail sales tax refund was received in August 2024 (overpayment is
subject to CIT of 19%). After receiving the overpayment, the Company started the proceedings aimed to obtain delay
interests. No decision has been issued till the date of this report.
Tax inspections in other Group companies
f) Pastificio Service S.L.U., AmRest Tag S.L.U. and AmRest Holdings SE (Spain): On 22 March 2021, the entities
received tax settlement agreement indicating the additional tax liability amounting to EUR 1.1 million for CIT 2014-2017
with regards to certain tax benefits related to intangible assets (i.e. patent box regimen), which was paid on 14 June
2021. The Group disagreed and submitted on 26 July 2021 an economic-administrative claim which was rejected. On 21
December 2022, the companies filed before the National Audience the allegations writ and to date the Court's resolution
has not been received.
On 18 April 2023, AmRest Holdings SE (as head of the CIT Group) and Pastificio Service S.L.U received a notice of
initiation of tax audit relating to the patent box regime for fiscal years 2018 and 2019. In relation to this tax audit a tax
assessment amounted to EUR 0.5 million. However, on 1 December 2023, the companies submitted allegations before
the tax auditors that were dismissed. On 17 July 2024 the companies filed an economic-administrative claim which is
pending of resolution.
g) On 4 March 2024, Sushi Shop Management SAS was notified by the tax authorities of the initiation of a tax audit for
2021 and 2022. On 24 January 2024 the Company received a final tax assessment from French tax authorities that
results in a payment of a non-material amount for the Group and a reduction of tax losses amounting EUR 1.0 million.
In Group’s opinion there are no other material contingent liabilities concerning pending audits and tax proceedings, other
than those stated above.
29. Future commitments and contingent liabilities
As in the previous reporting period, the Group’s future liabilities are derived mainly from the franchise agreements,
development agreements and master franchise agreements. Group restaurants are operated in accordance with
franchise, development and master franchise agreements with YUM! and subsidiaries of YUM!, Burger King Europe
GmbH, Rex Concepts BK Poland S.A, Rex Concepts BK Czech S.R.O., Starbucks Coffee International, Inc. and its
affiliates. In accordance with these agreements, the Group is obliged to meet certain development commitments as well
as to make the renovations required to maintain the identity, reputation and high operating standards of each brand. More
details in note 1 and 34 d.
Commitments regarding credit agreement are described in note 22.
30. Assets held for sale and discontinued operations
Disposal group in 2024
In December 2024, the Group signed an agreement that is subject to the fulfilment of certain conditions, which are
expected to be met on or before 31 March 2025, and by means of which 51% of the shares which AmRest Sp. z o.o.
holds in SCM Sp.z o.o. ("SCM") will be sold to R&D Sp. z o.o. Additionally, the supply chain management services and
quality assurance (QA) provided to date by SCM to the AmRest Group, together with the team providing such services,
will be transferred over to AmRest Group. SCM is a Polish, 51% owned subsidiary and a parent entity of SCM s.r.o.,
Czechia subsidiary.
Based on an analysis of the facts and circumstances related to the transaction, the Group assessed that the sale
transaction is highly probable, and the assets and liabilities of the SCM business meet the criteria to be classified as held
for sale. SCM business is expected to be disposed to the buyer in its current condition, the actions to complete the sale
were already initiated and the key terms were negotiated by parties. The closing of the transaction is subject to several
conditions and is expected to be completed in few months.
SCM disposal group does not meet the definition of discontinued operations.
As of 31 December 2024, the Group applied IFRS 5 “Non-current assets held for sale and discontinued
operations” (“IFRS 5”) for the presentation and measurement of the assets and liabilities of that disposal group. As
required by IFRS 5, the disposal group was measured at the lower of its carrying amount and fair value less costs to sell
(or costs to distribute).
42

AMREST GROUP Consolidated Financial Statements |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
Details of major classes of assets held for sale and liabilities associated with assets held for sale are presented in the
table below:

| 31 December 2024
Property, plant and equipment | 3.1
Inventories | 2.8
Trade and other receivables | 9.0
Cash and cash equivalents | 13.4
Other current and non-current assets | 0.7
Assets classified as held for sale (A) | 29.0
Trade payables and other liabilities | 9.4
Tax and lease liabilities | 0.5
Liabilities directly associated to assets held for sale (L) | 9.9
Non- controlling interest related to disposal group (NCI) | 10.0
Net carrying amount (A-L-NCI) | 9.1

Discontinued operations in 2023
During the second quarter of 2023 AmRest Group disposed its Russian KFC operations and ceased all its operations and
corporate presence in Russia. The transaction represented full disposal of AmRest business held in Russia. That market
was a separate operating segment reported in the consolidated financial statements. The disposal met the definition of
discontinued operations under IFRS 5. The result of discontinued operations was presented separately from continued
operations.
The comparative data in these consolidated financial statements pr esent the operations of business disposed in 2023 as
discontinued operations.

| YEAR ENDED
| 31 December 2023
Restaurant sales | 85.7
Restaurant expenses | (78.4)
General and administrative expenses | (3.0)
Other operating income/expenses | 0.3
Net finance result | (0.7)
Income tax expense | (0.9)
Result from operating activities, after tax | 3.0
Gain/loss on sale after income tax | 3.5
Profit/loss from discontinued operation | 6.5
Exchange differences | 20.2
Other comprehensive income from discontinued operations | 26.7

Details o f accounting for loss of control are presented below:

| 15 May 2023
Consideration received | 100.0
Carrying amount of net assets sold | (61.2)
Transaction related and other costs | (3.1)
Gain on sale before income tax and reclassification of exchange differences | 35.7
Exchange differences reclassified on loss of control | (28.6)
Income tax expense on loss of control | (3.6)
Gain/loss on sale after income tax | 3.5

43

AMREST GROUP Consolidated Financial Statements |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
Details of net assets deconsolidated as a result of transaction are presented below:

| 15 May 2023
Property, plant and equipment | 37.1
Right-of-use assets | 65.1
Other non-current assets | 5.1
Cash and cash equivalents | 38.4
Other current assets | 7.0
Total assets | 152.7
Lease liabilities non-current | 57.2
Other non-current liabilities | 12.5
Lease liabilities current | 15.8
Other current liabilities | 6.0
Total liabilities | 91.5
Carrying amount of net assets sold | 61.2

Net operating, investing and financing cash flows from discontinued operations are presented below:

| YEAR ENDED
| 31 December 2023
Net cash flows from operating activities | 9.9
Net cash flows from investing activities | 58.1
Net cash flows from financing activities | (4.6)
Net cash flows of discontinued operation | 63.4

Financing cash flows reflect mainly lease payments, whereas investing activities cash outflows for purchase of property,
plant and equipment and - in 2023 only- net cash inflow on disposal transaction. Group received EUR 100 million of cash
proceeds and deconsolidated EUR 38.4 million of cash in Russian operations.
31. Transactions with related entities
Significant shareholders
As of 31 December 2024, FCapital Dutch, S.L. was the largest shareholder of AmRest and held 67.05% of its shares and
voting rights.
Grupo Far-Luca, S.A. de C.V. is the ultimate parent of the Group.
There w ere no transactions with FCapital Dutch, S.L., Grupo Far-Luca, S.A. de C.V. in 2024 and 2023.
Transactions with group entities of significant shareholders
The balances arising from the transactions carried out with Group entities of significant shareholders were as follows:

| 31 December 2024 | 31 December 2023
Cash equivalents | 5.1 | -

| YEAR ENDED
| 31 December 2024 | 31 December 2023
Interest income | 0.1 | -

Transactions w ith related parties are carried out at market conditions, were not material and are in the ordinary course of
the business.
Transactions with members of the Board of Directors and Senior Management Personnel
The remuneration of the Board of Directors and Senior Management Personnel (for these purposes, Senior Management
Personnel is understood to be those executives who report directly to the executive chairman or the chief executive
officer of the Company, and also for these purposes, the person responsible for Internal Audit) paid by the Group was as
follows:

| YEAR ENDED
| 31 December 2024 | 31 December 2023
Remuneration of the members of the Board of Directors | 0.8 | 0.8
Remuneration of Senior Management Personnel: |  |
- Remuneration received by the Senior Executives* | 4.4 | 3.7
- Share-based payment plans | 0.4 | -
Remuneration of Senior Management Personnel | 4.8 | 3.7
Total compensation paid to key management personnel | 5.6 | 4.5

*includes the total amount of the variable remuneration in cash (Short-Term Incentive Program) that is recognised in the year it is paid.
44

AMREST GROUP Consolidated Financial Statements |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
The current Directors' Remuneration Policy was approved at the General Shareholders’ Meeting held on 12 May 2022
and will remain in force until 31 December 2025.
As of 31 December 2024 and 2023, the Group had no outstanding balances with the Senior Management Personnel,
except for the accrual and payment of annual bonuses to be paid in the first quarter of the following year.
As of 31 December 2024 and 31 December 2023 there were no material liabilities to former employees.
As of 31 December 2024 and 2023, the members of the Board of Directors, other than Executive Chairman, who has a
life insurance from 1 August 2023 and health insurance from 1 October 2023, had no life insurance nor pension fund at
the Company's expense. Members of the Board of Directors do not participate in Stock Option (SOP), Management
Incentive (MIP) and LTI Plans. Senior Management Personnel participate in s hare-based payments p lans (details below
and in note 23). The Group has not granted any advances, loans or credits in favour of the Board Members or the Senior
Management.
The Group has arranged a third-party liability insurance policy covering the directors and managers of the group
companies. The premium paid in 2024 under the aforementioned insurance policy amounted to EUR 0.1 million (EUR 0.1
million in 2023).
The table below presents reconciliation of the movement in the number of shares of LTI 2021 plan, for Group’s Senior
Management Personnel, in the year ended 31 December 2024.

2024 (thousands of shares) | LTI 2021
Outstanding as of 1 January | -
Converted to shares on grant date | 132
Transferred to participants | (79)
Outstanding as of 31 December | 53
Vested | -
Unvested | 53

In November 2024, a new LTI 2024 plan was approved with a fair value related to Group’s Senior Management Personnel
of EUR 1.0 million. In November 2023, the LTI 2023 was approved with a fair value EUR 1.0 million.
Total number of outstanding and exercisable optio ns for Group’s Senior Management Personnel is presented below:

| 31 December 2024 | 31 December 2023
Number of outstanding options (in thousands) | 3,299 | 3,299
Number of exercisable options (in thousands) | 2,273 | 1,274

Conflicts of interest concerning the Board Directors
In 2023 and 2024 the Board of Directors and their related parties have had no conflicts of interest requiring disclosure in
accordance with article 229 of the Revised Spanish Capital Companies A ct.
32. Audit fees
The services entrusted to the auditors comply with the independence requirements established by the Spanish Audit Law
22/2015 of July 20.
During the years ended 31 December 2024 and 2023 PwC Auditores S.L., and other companies of the PwC network, as
well as other auditors, rendered professional services to the Group as detailed below:

2024 | PwC Auditores, S.L. | Other companies of the PwC network | Other auditors | Total
Audit and other assurance services | 0.3 | 0.8 | 0.4 | 1.5
Other verification services | 0.1 | - | - | 0.1
Total | 0.4 | 0.8 | 0.4 | 1.6
2023 | PwC Auditores, S.L. | Other companies of the PwC network | Other auditors | Total
Audit and other assurance services | 0.3 | 0.7 | 0.4 | 1.4
Other verification services | 0.1 | - | - | 0.1
Total | 0.4 | 0.7 | 0.4 | 1.5

Other assurance services include limited review of interim financial statements. Other verification services include the
verification of the non-financial information in the annual reports and agreed upon-procedures performed by the auditors.
The amounts detailed in the above table include the total fees for 2024 and 2023, irrespective of the date of invoice.
33. Events after the reporting period
There were no significant subsequent events after the reporting dat e .
45

AMREST GROUP Consolidated Financial Statements |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
34. Material accounting policies
a. Basis of consolidation
Business combinations
The Group accounts for business combinations using the acquisition method when the acquired set of activities and
assets meets the definition of a business and control is transferred to the Group. In determining whether a particular set
of activities and assets is a business, the Group assesses whether the set of assets and activities acquired includes, at a
minimum, an input and substantive process and whether the acquired set has the ability to produce outputs.
The Group has an option to apply a ‘concentration test’ that permits a simplified assessment of whether an acquired set
of activities and assets is not a business. The optional concentration test is met if substantially all of the fair value of the
gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets.
The cost of an acquisition is measured as the aggregate of the consideration transferred, which is measured at
acquisition date fair value, and the amount of any non-controlling interests in the acquiree. For each business
combination, the Group elects whether to measure the non-controlling interests in the acquiree at fair value or at the
proportionate share of the acquiree’s identifiable net assets.
Any goodwill that arises is tested annually for impairment. Any gain on a bargain purchase is recognised in profit or loss
immediately. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities.
The consideration transferred does not include amounts related to the settlement of pre‑existing relationships. Such
amounts are generally recognised in profit or loss.
Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent
consideration that meets the definition of a financial instrument is classified as equity, then it is not remeasured and
settlement is accounted for within equity. Otherwise, other contingent consideration is remeasured at fair value at each
reporting date and subsequent changes in the fair value of the contingent consideration are recognised in profit or loss.
Subsidiaries
Subsidiaries are entities controlled by the Group.
Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee
and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee
if, and only if, the Group has:
- Power over the investee (i.e., existing rights that give it the current ability to direct the relevant activities of the
investee),
- Exposure, or rights, to variable returns from its involvement with the investee,
- The ability to use its power over the investee to affect its returns.
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes
to one or more of the three elements of control.
Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group
loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the
year are included in the consolidated financial statements from the date the Group gains control until the date the Group
ceases to control the subsidiary.
When the Group loses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary, and any
related NCI and other components of equity. Any resulting gain or loss is recognised in profit or loss. Any interest retained
in the former subsidiary is measured at fair value when control is lost.
Non-controlling interests and transactions with non-controlling interests
Changes in the Group’s interest in a subsidiary that do not result in a loss of control over subsidiary company are
recognised as equity transactions. In such cases, the Group adjusts the carrying amount of the controlling and non-
controlling interest and effect of transactions with non- controlling interest is presented in equity items allocated to the
owners of the parent.
Transactions eliminated on consolidation
Intra‑group balances and transactions, and any unrealised income and expenses arising from intra‑group transactions,
are eliminated. Unrealised gains arising from transactions with equity accounted investees are eliminated against the
investment to the extent of the Group’s interest in the investee. Unrealised losses are eliminated in the same way as
unrealised gains, but only to the extent that there is no evidence of impairment.
b. Foreign currency
Functional currencies and presentation currency
The Group’s consolidated financial statements are presented in euros.
For each entity, the Group determines the functional currency and items included in the financial statements of each entity
are measured using that functional currency.
The functional currency of none of the subsidiaries is the currency of a hyperinflationary economy as of 31 December
2024 and 2023.
Foreign currency transactions
Transactions in foreign currencies are translated into the respective functional currencies of Group companies at the
exchange rates at the dates of the transactions. For simplification monthly income statements are translated using
average monthly exchange rates based on the European Central Bank rates.
Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the
exchange rate at the reporting date. Non‑monetary assets and liabilities that are measured at fair value in a foreign
currency are translated into the functional currency at the exchange rate when the fair value was determined.
46

AMREST GROUP Consolidated Financial Statements |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
Non‑monetary items that are measured based on historical cost in a foreign currency are translated at the exchange rate
at the date of the transaction. Foreign currency differences are generally recognised in profit or loss and presented within
finance costs.
However, foreign currency differences arising from the translation of the following items are recognised in OCI:
- An investment in equity securities designated as of FVOCI,
- A financial liability designated as a hedge of the net investment in a foreign operation to the extent that the hedge is
effective,
- Qualifying cash flow hedges to the extent that the hedges are effective.
Foreign operations
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are
translated into euro at the exchange rates at the reporting date. The income and expenses of foreign operations are
translated into euro at the exchange rates at the dates of the transactions.
Foreign currency differences are recognised in OCI and accumulated in the translation reserve, except to the extent that
the translation difference is allocated to NCI. On disposal of a foreign operation, the component of OCI relating to that
particular foreign operation is reclassified to profit or loss.
c. Non-current assets held for sale and discontinued operations
The Group classifies non-current assets and disposal groups as held for sale if their carrying amounts will be recovered
principally through a sale transaction rather than through continuing use. Non-current assets and disposal groups
classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell. Costs to
sell are the incremental costs directly attributable to the disposal of an asset (disposal group), excluding finance costs
and income tax expense.
The criteria for held for sale classification is regarded as met only when the sale is highly probable and the asset or
disposal group is available for immediate sale in its present condition. Actions required to complete the sale should
indicate that it is unlikely that significant changes to the sale will be made or that the decision to sell will be withdrawn.
Management must be committed to the plan to sell the asset and the sale expected to be completed within one year from
the date of the classification.
Property, plant and equipment and intangible assets are not depreciated or amortised once classified as held for sale.
Assets and liabilities classified as held for sale are presented separately as current items in the statement of financial
position.
A disposal group qualifies as discontinued operation if it is a component of an entity that either has been disposed of, or is
classified as held for sale, and:
- Represents a separate major line of business or geographical area of operations,
- Is part of a single coordinated plan to dispose of a separate major line of business or geographical area of
operations, or
- Is a subsidiary acquired exclusively with a view to resale.
Discontinued operations are excluded from the results of continuing operations and are presented as a single amount as
profit or loss after tax from discontinued operations in the statement of profit or loss.
d. Revenues
The Group operates chains of own restaurants under own bands as well as under franchise license agreements.
Additionally Group operates as franchisor (for own brands) and master-franchisee (for some franchised brand), and
develops chains of franchisee businesses, organizing marketing activities for the brands, and supply chain.
Revenue from contracts with customers is recognised when control of the goods or services is transferred to the
customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those
goods or services.
Restaurant sales
Revenues from the sale of goods by owned restaurants are recognised as Group sales when a customer purchases the
goods, which is when our obligation to perform is satisfied. These revenues are presented in “Restaurant sales” line in
the Consolidated Income Statement.
Franchise and other sales: owned brands
• Royalty fees (based on percentage of the applicable restaurant’s sales) are recognised as the related sales occur.
Royalty fees are typically billed and paid monthly.
• Initial fees, renewal fees: for each brand separately, the Group analyses if the activities performed are distinct from
the franchise brand. If they do not represent a separate performance obligation they are recognised on a straight-line
basis over the contract duration. If they represent a separate obligation, the Group estimates the allocation of the
part of the transaction price to that performance obligation.
• Advertising funds: for Sushi Group the Group operates the advertising funds that are designed to increase sales and
enhance the reputation of the own brands and its franchise owners. Contributions to the advertising cooperatives are
required for both Company-owned and franchise restaurants and are generally based on a percentage of restaurant
sales. Revenues for these services are typically billed and paid on a monthly basis. Advertising services that
promote the brand (rather than an individual location), such as national advertising campaigns, are not separable
between different franchise agreements or franchisees, and not distinct because the services and franchise right are
highly dependent and interrelated with each other. The sales-based advertising fund contributions from franchisees
are recognised as the underlying sales occur, are reported gross as part of revenue and presented in line “Franchise
and other sales”. Own restaurants participation in marketing costs as an element is presented as element of
operational costs.
47

AMREST GROUP Consolidated Financial Statements |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
• Revenue from sale of products to franchisees is recognised at the moment of transaction which is when our
obligation to perform is satisfied.
Franchise and other sales: master-franchise agreements
As a result of signed master franchise agreements the Group was granted a master franchise rights for the agreed term
in the particular territories. Intellectual property is exclusive property of Master Franchisor and Master Franchisor grants
AmRest a license to use it in the agreed territory. Under the master franchise agreement parties established the
development commitments for development periods.
Performance obligations identified:
• AmRest’s performance obligation to YUM: to develop the market by opening new restaurants (either AmRest own or
sub-franchises) and promote the YUM’s brand by performing marketing activities. Managing marketing fund is not
distinct from the development of the market, and no separate remuneration was agreed between parties for those
services. Various streams of cash flows are agreed in MFA: AmRest collects initial fees and transfers them to YUM,
AmRest manages the marketing fund (collects revenue based contributions from owned and sub-franchised
restaurants and spends them on marketing activities, any unspent amount is to be paid to YUM and YUM spends it
on national campaigns at its discretion). If a certain point of market development level is reached, AmRest is enabled
to receive a bonus that represents the transaction price for the service performed for the Master Franchisor. To
reflect the substance of the transaction, incomes from sub franchisees from initial and marketing fees are netted with
the initial fees paid/actual marketing expenses and bonus earned.
• AmRest’s performance obligation to sub-franchisees: to grant sub-franchisees the right to use the system, system
property etc. and other services solely in connection with the conduct of the business at the outlet (sub-licensing
from YUM). The transaction price is agreed in the form of sales based royalties paid by franchisees. Initial fees and
renewal fees paid by franchisees are part of other performance obligations (described above). Corresponding costs
of acquiring license right from YUM are presented within costs of sales of franchise activities in the line “Franchise
and other expenses”.
Loyalty points programs
The Group has various loyalty points programs where retail customers accumulate points for purchases made which
entitle them to discount on future purchases. The loyalty points give rise to a separate performance obligation as they
provide a material right to the customer. A portion of the transaction price is allocated to the loyalty points awarded to
customers based on relative stand-alone selling price and recognised as a contract liability until the points are redeemed.
Revenue from the award points is recognised when the points are redeemed or when they expire or are likely to expire.
When estimating the stand-alone selling price of the loyalty points, the Group considers the likelihood that the customer
will redeem the points.
Gift cards
Gift cards may be issued to the guests in some brands and redeemed as a payment form in subsequent transactions.
The Group records a contract liability in the period in which gift cards are issued and proceeds are received. This liability
is calculated taking into account the probability of the gift cards’ redemption. The redemption rate is calculated based on
own and industry experience, historical and legal analysis. Revenue is recognised when a performance obligation is
fulfilled and a guest redeems the gift cards.
e. Government grants
Government grants that compensate the Group for expenses incurred are recognised in profit or loss as other operating
income on a systematic basis in the periods in which the expenses are recognised, unless the conditions for receiving the
grant are met after the related expenses have been recognised. In this case, the grant is recognised when it becomes
receivable.
f. Income tax
Income tax expense comprises current and deferred tax. It is recognised in profit or loss except to the extent that it
relates to a business combination, or items recognised directly in equity or in OCI.
Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any
adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payable or receivable
is the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if
any. It is measured using tax rates enacted or substantively enacted at the reporting date.
Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities
and their carrying amounts for financial reporting purposes at the reporting date.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no
longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised.
Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has
become probable that future taxable profits will allow the deferred tax asset to be recovered. Depending on the tax
jurisdiction where the Group’s subsidiaries operate recoverability of deferred taxes is assessed taking into account
potential time expiry of availability of deferred tax utilisation (e.g. in case of tax losses).
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is
realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the
reporting date.
Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items are
recognised in correlation to the underlying transaction either in OCI or directly in equity.
Tax benefits acquired as part of a business combination, but not satisfying the criteria for separate recognition at that
date, are recognised subsequently if new information about facts and circumstances change. The adjustment is either
treated as a reduction in goodwill (as long as it does not exceed goodwill) if it was incurred during the measurement
period or recognised in profit or loss.
48

AMREST GROUP Consolidated Financial Statements |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
The Group offsets deferred tax assets and deferred tax liabilities if and only if it has a legally enforceable right to set off
current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes
levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to
settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in
each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or
recovered.
g. Leases
At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a
lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for
consideration.
The Group as a lessee
At commencement or on modification of a contract that contains a lease component, the Group allocates the
consideration in the contract to each lease component on the basis of its relative stand-alone prices. However, for the
leases of property the Group has elected not to separate non-lease components and account for the lease and non-lease
components as a single lease component.
The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is
initially measured at cost, and subsequently at cost less any accumulated depreciation and impairment losses, and
adjusted for certain remeasurements of the lease liability.
Right-of-use assets are generally depreciated over the shorter of the asset's useful life and the lease term on a straight-
line basis. If the group is reasonably certain to exercise a purchase option, the right of-use asset is depreciated over the
underlying asset’s useful life.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement
date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the incremental
borrowing rate. Generally, the Group uses the incremental borrowing rates as the discount rates.
The Group determines its incremental borrowing rate by obtaining interest rates from various external financing sources
(differentiated by currency of the debt) and makes certain adjustments to reflect the terms of the lease, based on long-
term IRS quotation.
The lease liability is subsequently increased by the interest cost on the lease liability and decreased by lease payment
made (amortised cost using the effective interest method). It is remeasured when there is:
- a change in future lease payments arising from a change in an index or rate,
- a change in the estimate of the amount expected to be payable under a residual value guarantee, or
- changes in the assessment of whether a purchase or extension option is reasonably certain to be exercised or a
termination option is reasonably certain not to be exercised.
When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the
right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
The Group incurs expenses on maintenance, security and promotion in the shopping malls (so called “common area
charges”). These items are separate services (non-lease components) and are recognised as an operating expenses.
The Group has elected not to recognise right-of-use assets and lease liabilities for leases of low-value assets and short-
term leases. The Group recognises the lease payments associated with these leases as an expenses on a straight-line
basis over the lease term.
The Group as a lessor
At inception or on modification of a contract that contains a lease component, the Group allocates the consideration in the
contract to each lease component on the basis of their relative stand-alone prices. When the Group acts as a lessor, it
determines at lease inception whether each lease is a finance lease or an operating lease.
When the Group is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It
assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease, not
with reference to the underlying asset. If a head lease is a short-term lease to which the Group applies the exemption
described above, then it classifies the sub-lease as an operating lease.
Rental income arising from operating lease is accounted for on a straight-line basis over the lease terms and included in
other income in the income statement.
h. Property, plant and equipment
Items of property, plant and equipment (PPE) are measured at cost less accumulated depreciation and any accumulated
impairment losses.
The initial value of the property, plant and equipment of new restaurants built internally (such as construction sites and
leasehold improvements in restaurants) include the cost of materials, direct labour, costs of architecture design, legal
assistance, the present value of the expected cost for the decommissioning of an asset after its use, wages and salaries
and benefits of employees directly involved in launching a given location.
The Group capitalizes the restaurants costs mentioned above incurred from the moment when the completion of the
project is considered likely. In the event of a later drop in the probability of launching the project at a given location, all the
previously capitalised costs are transferred to the income statement.
If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as
separate items (major components) of property, plant and equipment.
Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the
expenditure will flow to the Group. All other repairs and maintenance are charged to the income statement during the
financial period in which they are incurred.
49

AMREST GROUP Consolidated Financial Statements |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
Gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss, under „other operating
gains and losses”.
Amortisation and depreciation
Property, plant and equipment, including their material components, are depreciated on a straight-line basis over the
expected useful life of the assets/components. Land is not depreciated. Construction in progress is stated at cost, net of
accumulated impairment losses, if any.
The estimated useful lives of property, plant and equipment are as follows:

Buildings, mainly drive- through restaurants | 30 - 40 years
Costs incurred on the development of restaurants (including leasehold improvements and costs of development of the restaurants) | 10 - 20 years*
Kitchen equipment assets | 3 - 14 years
Vehicles | 4 - 6 years
Other property, plant and equipment | 3 - 10 years

*over the lease term
The residual value, depreciation method and economic useful lives are reassessed at least annually.
Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a
substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the asset. All other
borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that
an entity incurs in connection with the borrowing of funds.
i. Franchise, license agreements and other fees
The Group operates own restaurants on the basis of franchise agreements (third party brands). In accordance with the
franchise agreements, the Group is obliged to pay a non-reimbursable initial fee upon opening each new restaurant and
further fees over the period of the agreement (in the amount of a % of sales revenues, usually 5-6%), and to allocate a %
of revenues (usually 5%) to advertising activities specified in the respective agreements. Moreover, after the end of the
initial period of the franchise agreement, the Group may renew the franchise agreement after paying a renewal fee.
Non-reimbursable initial fees are in fact fees for the right to use the trademark and are included in intangible assets and
amortised over the period of the franchise (usually 10 years). Further payments made in the period of the agreement are
disclosed in the income statement upon being made. Fees for extending the validity of the agreements are amortised as
of the date of a given extension agreement coming into force.
The local marketing fee is recognised in the income statement as incurred in category direct marketing costs.
j. Intangible assets
Intangible assets acquired separately are measured on initial recognition at cost. Acquired licenses for computer software
are capitalised on the basis of costs incurred to acquire and prepare specific software for use.
Franchise right-of-use for Pizza Hut, KFC, Burger King and Starbucks trademarks are recognised at the acquisition price.
The cost of intangible assets acquired in a business combination is their fair value at the date of acquisition.
Internally generated intangibles, excluding capitalised development costs, are not capitalised and the related expenditure
is reflected in profit or loss in the period in which the expenditure is incurred. Following initial recognition, intangible
assets are carried at cost less any accumulated amortisation and accumulated impairment losses.
Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset
to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognised
in profit or loss as incurred.
Amortisation
The useful lives of intangible assets are assessed as either finite or indefinite.
Intangible assets with finite lives are amortised over the useful economic life and assessed for impairment whenever
there is an indication that the intangible asset may be impaired.
Intangible assets with indefinite useful lives are not amortised, but are tested for impairment annually, either individually or
at the cash-generating unit level. The assessment of indefinite life is reviewed annually to determine whether the
indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective
basis.
Amortisation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the
asset are considered to modify the amortisation period or method, as appropriate, and are treated as changes in
accounting estimates. The estimated useful lives of assets are as follows:

Intangible asset |  |
Acquired routinely |  |
Computer software |  | 3-5 years
Franchise rights |  | 5-10 years
Other intangible assets |  | 5-10 years
Acquired in business combinations | Intangible asset category |
La Tagliatella brand | Marketing related | indefinite
Sushi Shop brand | Marketing related | indefinite

50

AMREST GROUP Consolidated Financial Statements |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)

Intangible asset |  |
Blue Frog brand | Marketing related | 20 years
Sushi Shop loyalty program | Customer related | 10 years
La Tagliatella franchisee relations | Customer related | 24 years
Favourable lease agreements | Contract based | 2-10 years over the period to the end of the agreement
Clients’/vendors’/ Franchise databases | Customer related | 2-5 years
Exclusivity rights brand operator | Customer related | 6-12 years

k. Goodwill
Goodwill on acquisition of a business is initially measured at acquisition cost which is an excess of:
• the sum total of:
o the consideration paid,
o the amount of all non-controlling interest in the acquiree, and
o in the case of a business combination achieved in stages, the fair value, at the acquisition-date, of an
interest in the acquiree,
• over the net fair value of the identifiable assets and liabilities at the acquisition date.
Goodwill on consolidation is disclosed in a separate line in the statement of financial position and measured at cost net of
accumulated impairment write-downs. Goodwill is tested for impairment annually or more frequently if events or changes
in circumstances indicate that the carrying amount may be impaired.
Goodwill of foreign operations is translated into euro at the exchange rates at the reporting date. Gains and losses on the
disposal of an entity include the carrying amount of goodwill allocated to the entity sold.
l. Impairment of non-financial assets
The Group periodically reviews the carrying amounts of its non‑financial assets (other than investment property,
inventories and deferred tax assets) to determine whether there is any indication of impairment. If any such indication
exists, then the asset’s recoverable amount is estimated for the purpose of impairment test.
A cash-generating unit (CGU) is the smallest identifiable group of assets that generates cash inflows that are largely
independent of the cash inflows from other assets or groups of assets.
Recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are
largely independent of those from other assets or groups of assets. If this is the case, recoverable amount is determined
for the cash-generating unit to which the asset belongs. The recoverable amount of an asset or CGU is the greater of its
value in use and its fair value less costs to sell.
Goodwill arising from a business combination is allocated groups of CGUs that are expected to benefit from the synergies
of the combination.
An impairment loss is recognised if the carrying amount of an asset or CGU exceeds its recoverable amount.
Impairment losses are recognised in profit or loss in line “Net impairment losses on other assets” They are allocated first
to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other
assets in the CGU.
An assessment is made at each reporting date as to whether there is any indication that previously recognised
impairment losses may no longer exist or may have decreased.
An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the
extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of
depreciation or amortisation, if no impairment loss had been recognised. The reversal of impairment losses in recognised
in line “ Net impairment losses on other assets”.
Group performs in general two types of impairment tests: on restaurant levels, when impairment indicators exists and for
businesses were goodwill is assigned or impairment indicators identified.
Restaurants tests - procedure performed twice a year
Usually individual restaurants are considered separate CGUs in Group.
Impairment indicators are checked twice a year for of all Group’s own restaurants that are operating over 24 months in
AmRest structures. The impairment test is performed in following cases:
• Store was already fully or partially impaired during previous impairment processes.
• Restaurant EBITDA for last 12 months is negative.
• Store is planned to be closed.
If at least one of the above indicators is identified for the store then the restaurant is tested for impairment. Value in use is
usually determined for the remaining estimated period of operation, as well analysis of potential onerous liabilities (mainly
for rental agreement costs) is performed for planned closures.
The recoverable amount of an asset is determined at the level of a single restaurant as the smallest unit (or set of assets)
generating cash flows that are largely independent of the cash inflows generated by other assets or groups of assets.
Restaurant assets include amongst others property, plant and equipment, intangible assets and right-of-use assets.
The recoverable amount of the cash-generating unit (CGU) is determined based on a value in use calculation for the
remaining useful life, determined by lease expiry date or restaurant closure date (if confirmed), using the discount rate for
each individual country.
51

AMREST GROUP Consolidated Financial Statements |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
For recoverable value calculations of value in use, the Group uses cash flow projections based on financial budgets that
require relevant judgments and estimates. Cash flow projections are prepared for individual restaurants. As a starting
point, the Group uses the most recent budgets and forecasts prepared on the level of brands in certain countries. Next,
those assumptions are enhanced or worsen, to reflect the best estimate for expected cash projections of the analysed
restaurants, if needed. Individual projections for sales and costs may depend on restaurant’s main streams of revenues
(different for take-away business, dine-in, food courts), cost pressure in various markets, supply chain related elements or
marketing actions.
Discounted cash flows do not include outflows relates to rental agreements as those are considered an element of
financing and reflected in discount rate applicable for test.
Goodwill tests - unless impairment indicators exist, procedure performed once a year
For businesses where goodwill is allocated impairment tests are performed at least once a year. Goodwill is testes
together with intangibles (including those with indefinite useful lives), property plant and equipment, right-of-uses assets
as well other non-current assets allocated to groups of CGUs where goodwill is monitored. If impairment indicators exist
additional tests are performed. Following indicators are analysed:
Arising from external sources of information such as:
• Significant adverse changes that have taken place (or are expected in the near future) in the technological, market,
economic or legal environment in which the entity operates or in its markets,
• Increases in interest rates, or other market rates of return, that might materially affect the discount rate used in
calculating the asset’s recoverable amount.
Arising from internal sources of information, including:
• Plans to discontinue or restructure the operation to which the asset belongs, as well as reassessing the asset’s
useful life from indefinite to finite,
• Deterioration in the expected level of the asset’s performance i.e. when the actual net cash outflows or operating
profit or loss are significantly worse than budgeted,
• Where management’s own forecasts of future net cash inflows or operating profits show a significant decline from
previous budgets and forecasts.
Materiality applies in determining whether an impairment review is required. If previous impairment reviews have shown a
significant excess of recoverable amount over carrying amount, no review would be necessary in the absence of an event
that would eliminate the excess. Previous reviews might also have shown that an asset’s recoverable amount is not
sensitive to one or more of the impairment indicators.
Annual mandatory impairment tests for goodwill are made in 4th quarter.
The recoverable amount is assessed using the discounted cash flows method, assuming organic growth of the business.
Cash flow projections are based on financial budgets that require judgment and other estimates that include, among
others, sales levels, EBITDA margin levels, and the discount and growth rates at long term.
Present value technique model (discounted cash flow) is used to determining recoverable amount. The cash flows are
derived from the most recent budgets, plans for next year and forecasts for the following years. The 5th year normalized
projections are used to extrapolate cash flows into the future if the 5th year represents a steady state in the development
of the business. The adjustments may be necessary to reflect the expected development of the business (normalization
of cash flows). Growth rates do not exceed the long-term average growth rate for the products, industries, or country or
market in which the asset is used.
Post tax rate is applied, and implied pre-tax rate subsequently determined.
Discounted cash flows do not include outflows relates to rental agreements as those are considered an element of
financing and reflected in discount rate applicable for test.
Sensitivity analysis is performed as an element of impairment tests procedures.
m. Investment properties
Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition,
investment properties are stated at fair value.
Gains or losses arising from changes in the fair values of investment properties are included in profit or loss in the period
in which they arise, including the corresponding tax effect, when applicable.
n. Inventories
Inventories are stated at the lower of cost and net realizable value. Net realizable value is the estimated selling price in
the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the
sale.
o. Cash and cash equivalents
Cash reported in the statement of financial position comprises cash at banks and on hand, short-term deposits with a
maturity of three months or less, which are subject to an insignificant risk of changes in value.
For the purpose of the consolidated cash flow statement, cash and cash equivalents consist of cash and short-term
deposits, as defined above, net of outstanding bank overdrafts if they are considered an integral part of the Group’s cash
management.
52

AMREST GROUP Consolidated Financial Statements |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
p. Financial assets
The Group classifies its financial assets in the following measurement categories:
• Those to be measured subsequently at fair value through other comprehensive income (FVOCI),
• Those to be measured subsequently at fair value through profit or loss (FVTPL),
• Those to be measured at amortised cost.
The classification depends on the entity’s business model for managing the financial assets and the contractual terms of
the cash flows.
For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For investments in
equity instruments that are not held for trading, this will depend on whether the group has made an irrevocable election at
the time of initial recognition to account for the equity investment at fair value through other comprehensive income
(FVOCI). The Group reclassifies debt investments when and only when its business model for managing those assets
changes.
Recognition and derecognition
Regular way purchases and sales of financial assets are recognised on trade-date, the date on which the group commits
to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial
assets have expired or have been transferred and the group has transferred substantially all the risks and rewards of
ownership.
Measurement
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair
value through profit or loss (FVTPL), transaction costs that are directly attributable to the acquisition of the financial asset.
Transaction costs of financial assets carried at FVTPL are expensed in profit or loss. Financial assets with embedded
derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and
interest. A trade receivable without a significant financing component is initially measured at the transaction price.
Debt instruments
Subsequent measurement of debt instruments depends on the Group’s business model for managing the asset and the
cash flow characteristics of the asset. There are three measurement categories into which the Group classifies its debt
instruments:
- Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely
payments of principal and interest are measured at amortised cost. Interest income from these financial assets is
included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is
recognised directly in profit or loss and presented in other gains/(losses), together with foreign exchange gains and
losses. Impairment losses are presented as a separate line item in the statement of profit or loss,
- FVOCI: Assets that are held for collection of contractual cash flows and for selling the financial assets, where the
assets’ cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the
carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest revenue
and foreign exchange gains and losses which are recognised in profit or loss. When the financial asset is
derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to profit or loss and
recognised in other gains/ (losses). Interest income from these financial assets is included in finance income using
the effective interest rate method. Foreign exchange gains and losses are presented in other gains/(losses) and
impairment expenses are presented as separate line item in the statement of profit or loss,
- FVTPL: Assets that do not meet the criteria for amortised cost or FVOCI are measured at FVTPL. A gain or loss on a
debt investment that is subsequently measured at FVTPL is recognised in profit or loss and presented net within
other gains/(losses) in the period in which it arises.
Equity instruments
The Group subsequently measures all equity investments at fair value. Where the Group’s management has elected to
present fair value gains and losses on equity investments in OCI, there is no subsequent reclassification of fair value
gains and losses to profit or loss following the derecognition of the investment.
Dividends from such investments continue to be recognised in profit or loss as other income when the Group’s right to
receive payments is established.
Changes in the fair value of financial assets at FVTPL are recognised in other operating gains/(losses) in the statement of
profit or loss as applicable. Impairment losses (and reversal of impairment losses) on equity investments measured at
FVOCI are not reported separately from other changes in fair value.
Impairment
The group assesses on a forward looking basis the expected credit losses associated with its debt instruments carried at
amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit
risk. For trade receivables, the group applies the simplified approach permitted by IFRS 9, which requires expected
lifetime losses to be recognised from initial recognition of the receivables.
The Group recognises loss allowance for expected credit losses (ECLs) on:
• Financial assets that are debt instruments such as loans, debt securities, bank balances and deposits and trade
receivables that are measured at amortised cost,
• Financial assets that are debt instruments measured at fair value through other comprehensive income,
• Finance lease receivables and operating lease receivables,
• Contract assets under IFRS 15.
ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk
since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the
53

AMREST GROUP Consolidated Financial Statements |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
next 12 months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit
risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the
exposure, irrespective of the timing of the default (a lifetime ECL). The changes in the loss allowance balance are
recognised in profit or loss as an impairment gain or loss.
A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash
flows of that financial asset have occurred. Evidence that a financial asset is impaired includes observable data about
such events.
The Group applied the simplified approach for:
• all trade receivables or contract assets that result from transactions within the scope of IFRS 15, and that contain a
significant financing component in accordance with IFRS 15,
• all lease receivables that result from transactions that are within the scope of IAS 17 and IFRS 16 (when applied).
Therefore, the Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime
ECLs at each reporting date. The Group has established a provision matrix that is based on its historical credit loss
experience, adjusted for forward-looking factors specific to the debtors and the economic environment.
A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.
q. Financial liabilities
Financial liabilities are classified as measured at amortised cost or FVTPL.
A financial liability is classified as of FVTPL if it is classified as held‑for‑trading, it is a derivative or it is designated as such
on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any
interest expense, are recognised in profit or loss. The Group has not designated any financial liability as of fair value
through profit or loss.
Other financial liabilities are subsequently measured at amortised cost using the effective interest method. Interest
expense and foreign exchange gains and losses are recognised in profit or loss. Any gain or loss on derecognition is also
recognised in profit or loss. This category generally applies to interest-bearing loans and borrowings.
Initially, borrowings are recognised in the books of account at the fair value net of transaction costs associated with the
borrowing. Subsequently, borrowings are recognised in the books of account at amortised cost using the effective interest
rate.
The liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing
financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing
liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability
and the recognition of a new liability.
The difference in the respective carrying amounts is recognised in the statement of profit or loss. Borrowings are
classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12
months after the balance sheet date.
Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the consolidated statement of financial
position if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on
a net basis, to realise the assets and settle the liabilities simultaneously.
r. Derivative financial instruments and hedge accounting
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-
measured at their fair value. The method of recognising the resulting gain or loss depends on whether the derivative is
designated as a hedging instrument, and if so, the nature of the item being hedged.
Any gains or losses arising from changes in the fair value of derivatives that do not qualify for hedge accounting are taken
directly to profit or loss for the period.
The Group designates certain derivatives as either:
• Hedges of a particular risk associated with a recognised asset or liability or a highly probable forecast transaction
(cash flow hedge), or
• Hedges of a net investment in a foreign operation (net investment hedge).
At inception of the hedge relationship, the Group documents the economic relationship between hedging instruments and
hedged items including whether changes in the cash flows of the hedging instruments are expected to offset changes in
the cash flows of hedged items. The Group documents its risk management objective and strategy for undertaking its
hedge transactions.
Cash flow hedge
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is
recognised in other comprehensive income and accumulated in the hedging reserve. The gain or loss relating to the
ineffective portion is recognised immediately in the income statement under ‘other financial income or costs – net’.
When forward contracts are used to hedge forecast transactions, the Group generally designates only the change in fair
value of the forward contract related to the spot component as the hedging instrument. Gains or losses relating to the
effective portion of the change in the spot component of the forward contracts are recognised in the cash flow hedge
reserve within equity. The change in the forward element of the contract that relates to the hedged item (‘aligned forward
element’) is recognised within OCI in the costs of hedging reserve within equity. In some cases, the entity may designate
the full change in fair value of the forward contract (including forward points) as the hedging instrument. In such cases,
the gains or losses relating to the effective portion of the change in fair value of the entire forward contract are recognised
in the cash flow hedge reserve within equity.
Amounts accumulated in equity are reclassified to profit or loss in the periods when the hedged item affects profit or loss.
54

AMREST GROUP Consolidated Financial Statements |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
If the hedge no longer meets the criteria for hedge accounting or the hedging instrument is sold, expires, is terminated or
is exercised, then hedge accounting is discontinued prospectively. When hedge accounting for cash flow hedges is
discontinued, the amount that has been accumulated in the hedging reserve remains in equity until, for a hedge of a
transaction resulting in the recognition of a non-financial item, it is included in the non-financial item’s cost on its initial
recognition or, for other cash flow hedges, it is reclassified to profit or loss in the same period or periods as the hedged
expected future cash flows affect profit or loss. If the hedged future cash flows are no longer expected to occur, then the
amounts that have been accumulated in the hedging reserve and the cost of hedging reserve are immediately reclassified
to the income statement under ‘other financial income or costs – net’.
Net investment hedge
Hedges of net investments in foreign operations are accounted for similarly to cash flow hedges.
Any gain or loss on the hedging instrument relating to the effective portion of the hedge is recognised in other
comprehensive income and accumulated in reserves in equity. The gain or loss relating to the ineffective portion is
recognised immediately in the income statement. Gains and losses accumulated in equity are included in the income
statement when the foreign operation is partially disposed of or sold.
Hedge is effective if:
• There is economic relationship between hedged item and hedging instrument,
• The effect of credit risk does not dominate the value changes,
• The actual hedge ratio (designated amount of hedged item/designated of hedged instrument) is based on the
amounts the Group is us using for risk management.
The Group uses loans as a hedge of its exposure to foreign exchange risk on its investments in foreign subsidiaries.
s. Share-based payments and employee benefits
Share-based payments
There are several share-based payments plans in AmRest Group: Long Term Incentive plans (LTI), Stock Option Plans
(SOP) and Management Incentive Plans (MIP). The only cash-settled Stock Option plan has been fully settled in 2024.
Equity-settled transactions
The cost of equity-settled transactions with employees is measured by reference to awarding fair value at the grant date.
The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in
which the performance conditions are fulfilled, ending on the date on which the relevant employees become fully entitled
to the award (“vesting date”). The cumulative expense is recognised for equity-settled transactions at each reporting date
until the vesting date reflects the extent to which the vesting period has expired and the number of awards that, in the
opinion of the parent’s Management Board at that date, based on the best available estimate of the number of equity
instruments, will ultimately vest.
Cash-settled transactions
Cash-settled transactions have been accounted since 2014 as a result of a modification introduced to existing share-
based programs. Some programs were modified so that they may be settled in cash or in shares upon decision of a
participant. As a result, the Group re-measures the liability related to cash-settled transaction.
The liability is subsequently measured at its fair value at every balance sheet date and recognised to the extent that the
service vesting period has elapsed, with changes in liability valuation recognised in income statement. Cumulatively, at
least at the original grant date, the fair value of the equity instruments is recognised as an expense (share-based
payment expense).
At the date of settlement, the Group remeasures the liability to its fair value. The actual settlement method selected by the
employees, will dictate the accounting treatment:
• If cash settlement is chosen, the payment reduces the fully recognised liability,
• If the settlement is in shares, the balance of the liability is transferred to equity, being consideration for the shares
granted. Any previously recognised equity component shall remain within equity.
Long-term employee benefits based on years in service
The net value of liabilities related to long-term employee benefits is the amount of future benefits which were vested in
the employees in connection with the work they have carried out them in the current and past periods. The liability was
accounted for based on the estimated future cash outflows, and at the balance sheet date, the amounts take into
consideration the rights vested in the employees relating to past years and to the current year.
Retirement benefit contributions
During the financial period, the Group pays mandatory pension plan contributions dependent on the amount of gross
wages and salaries payable, in accordance with legally binding regulations. The public pension plan is based on the pay-
as-you-go principle, i.e. the Group has to pay contributions in an amount comprising a percentage of the remuneration
when they mature, and no additional contributions will be due if the Company ceases to employ the respective staff. The
public plan is a defined contribution pension plan. The contributions to the public plan are disclosed in the income
statement in the same period as the related remuneration, under “Payroll and employee benefits”.
t. Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is
probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable
estimate can be made of the amount of the obligation. When the Group expects some or all of a provision to be
reimbursed, for example, under an insurance contract, the reimbursement is recognised as a separate asset, but only
when the reimbursement is virtually certain. The expense relating to a provision is presented in the statement of profit or
loss net of any reimbursement.
55

AMREST GROUP Consolidated Financial Statements |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects,
when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the
passage of time is recognised as a finance cost.
Costs of bringing the location to the condition it had been in before the lease agreement was signed
Depending on particular contracts the Group may be obliged to bring the location to the condition it had been in before
the lease agreement was signed. Asset retirement provision costs are provided for at the present value of expected costs
to settle the obligation using estimated cash flows and are recognised as part of the cost of the relevant asset.
The unwinding of the discount is expensed as incurred and recognised in the statement of profit or loss as a finance
cost. The estimated future costs of decommissioning are reviewed periodically and adjusted if needed.
Development commitments unattained
Group restaurants are operated under franchise and development agreements with YUM! and subsidiaries of YUM!,
Burger King Europe GmbH, Starbucks Coffee International, Inc. In accordance with these agreements, the Group is
obliged to meet certain development commitments as well as maintain the identity, reputation and high operating
standards of each brand.
Certain development commitments may be determined on annual basis and may result in recognition of agreed bonuses
if case the development commitments are satisfied or exceeded. Alternatively if the Group believes the commitments will
not be attained the respective provision are recognised. The Group considers all available fact and circumstances to
determine the risks related to future liabilities including planned openings as included in the annual operating plan for next
reporting year.
The provisions are periodically reviewed. The net expenses/gains relating to a provision are presented in the statement of
profit or loss in other operating incomes/expenses section.
Contingent liabilities and assets
A contingent liability is disclosed unless the possibility of an outflow of resources embodying economic benefits is remote.
Contingent assets usually arise from unplanned or other unexpected events that give rise to the possibility of an inflow of
economic benefits to the entity. Contingent assets are not recognised in financial statements since this may result in the
recognition of income that may never be realised. A contingent asset is disclosed, where an inflow of economic benefits is
probable.
u. Equity
Equity includes equity attributable to shareholders of the parent and non-controlling interests.
Equity attributable to shareholders of the parent is grouped into the following:
• Share capital,
• Reserves,
• Retained earnings,
• Translation reserve.
The effect of the following transactions is presented under reserves:
• Share premium (surplus over nominal amount) and additional contributions to capital without the issue of shares
made by the shareholders prior to becoming public entity,
• Effect of accounting for put options over non-controlling interests,
• Effect of accounting for share-based payments,
• Treasury shares,
• Effect of hedges valuation,
• Effect of accounting for transactions with non-controlling interests.
Share capital
Ordinary shares are classified as share capital. Incremental costs directly attributable to the issue of new shares are
shown in equity as a deduction from the proceeds. The income tax effect relating to transaction costs of an equity
transaction is also accounted for in equity.
Treasury shares
When shares recognised as equity are repurchased, the amount of the consideration paid, which includes directly
attributable costs, is recognised as a deduction from equity. Repurchased shares are classified as treasury shares and
are presented in “Reserves”.
Dividends
Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion
of the entity, on or before the end of the reporting period but not distributed at the end of the reporting period.
35. Changes in accounting policies, reclassification and restatement of
comparatives summary
Newly applied standards, amendments and interpretations
The accounting policies adopted in the preparation of these consolidated financial statements are consistent with those
followed in the preparation of the Group’s consolidated financial statements for the year ended 31 December 2023,
except for the adoption of new standards, interpretations, and amendments to standards effective as of 1 January 2024.
56

AMREST GROUP Consolidated Financial Statements |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
The amendments and interpretations listed below were applied in 2024 and had no material impact on the accounting
policies applied by the Group.
Amendments to IAS 1: Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants
The amendments clarify that liabilities are classified as either current or non-current, depending on the rights that exist at
the end of the reporting period. Classification is unaffected by the entity’s expectations or events after the reporting date
(e.g. the receipt of a waiver or a breach of covenant).
Amendments to IFRS 16 – Lease Liability in a Sale and Leaseback
These amendments include requirements for sale and leaseback transactions in IFRS 16 to explain how an entity
accounts for a sale and leaseback after the date of the transaction. Sale and leaseback transactions where some or all of
the lease payments are variable lease payments that do not depend on an index or rate are most likely to be impacted.
Amendments to IAS 7 and IFRS 7- Supplier Finance Arrangements
The amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures clarify the
characteristics of supplier finance arrangements and require additional disclosure of such arrangements. The disclosure
requirements in the amendments are intended to assist users of financial statements in understanding the effects of
supplier finance arrangements on an entity’s liabilities, cash flows and exposure to liquidity risk.
36. Standards issued but not yet effective
Below amendments to standards are effective for annual periods beginning after 1 January 2025. The Group has not
early adopted the new or amended standards in these consolidated financial statements.
Amendments to IAS 21 - Lack of Exchangeability
In August 2023, the IASB amended IAS 21 to help entities to determine whether a currency is exchangeable into another
currency, and which spot exchange rate to use when it is not. The amendments are effective for annual periods beginning
on or after 1 January 2025. The Group does not expect these amendments to have a material impact on its operations or
financial statements.
Amendments to the Classification and Measurement of Financial Instruments – Amendments to IFRS 9 and IFRS 7
On 30 May 2024, the IASB issued targeted amendments to IFRS 9 and IFRS 7 to respond to questions arising in
practice, and to include new requirements not only for financial institutions but also for corporate entities. These
amendments: clarify the date of recognition and derecognition of some financial assets and liabilities, with a new
exception for some financial liabilities settled through an electronic cash transfer system; clarify and add further guidance
for assessing whether a financial asset meets the solely payments of principal and interest (SPPI) criterion; add new
disclosures for certain instruments with contractual terms that can change cash flows (such as some financial instruments
with features linked to the achievement of environment, social and governance targets); and update the disclosures for
equity instruments designated at fair value through other comprehensive income (FVOCI).
The amendments are effective for annual periods beginning on or after 1 January 2026. The Group does not expect these
amendments to have a material impact on its operations or financial statements.
IFRS 19 Subsidiaries without Public Accountability: Disclosures
Issued in May 2024, IFRS 19 allows for certain eligible subsidiaries of parent entities that report under IFRS Accounting
Standards to apply reduced disclosure requirements. The standard is effective for annual periods beginning on or after 1
January 2027. The s tandards will not have impact on Group's consolidated financial statements.
IFRS 18 Presentation and Disclosure in Financial Statements
IFRS 18 will replace IAS 1 Presentation of financial statements, introducing new requirements that will help to achieve
comparability of the financial performance of similar entities and provide more relevant information and transparency to
users. Even though IFRS 18 will not impact the recognition or measurement of items in the financial statements, its
impacts on presentation and disclosure are expected to be pervasive, in particular those related to the statement of
financial performance and providing management-defined performance measures within the financial statements.
The Group is currently assessing the implications of applying the new standard on the G roup’s consolidated financial
statements. It is expected that although the adoption of IFRS 18 will have no impact on the G roup’s net profit, the
grouping items of income and expenses in the statement of profit or loss into the new categories may impact how
operating profit is calculated and reported. The line items presented on the primary financial statements might change as
a result of the application of the concept of ‘useful structured summary’ and the enhanced principles on aggregation and
disaggregation.
The Group will apply the new standard from its mandatory effective date of 1 January 2027. Retrospective application is
required.
Amendments to IFRS 9 and IFRS 7 - Contracts Referencing Nature-dependent Electricity
These amendments include: clarifying the application of the ‘own-use’ requirements; permitting hedge accounting if these
contracts are used as hedging instruments; and adding new disclosure requirements to enable investors to understand
the effect of these contracts on a company’s financial performance and cash flows.
The amendments are effective for annual periods beginning on or after 1 January 2026. The Group is analysing the
potential impact of those amendments.
Annual Improvements to IFRS Accounting Standards—Volume 11
Annual improvements provide a mechanism to issue a collection of minor amendments to the accounting standards That
cycle covers minor amendments to: IFRS 1 First-time Adoption of International Financial Reporting Standards; IFRS 7
Financial Instruments: Disclosures and its accompanying Guidance on implementing IFRS 7; IFRS 9 Financial
Instruments; IFRS 10 Consolidated Financial Statements; and IAS 7 Statement of Cash Flows.
The amendments are effective for annual periods beginning on or after 1 January 2026. The Group does not expect these
amendments to have a material impact on its operations or financial statements.

AMREST GROUP Consolidated Financial Statements |  |
for the year ended 31 December 2024 |  |

Signatures of the Board of Directors

José Parés Gutiérrez Chairman of the Board |  | Luis Miguel Álvarez Pérez Vice-Chairman of the Board
Begoña Orgambide García Member of the Board |  | Romana Sadurska Member of the Board
Pablo Castilla Reparaz Member of the Board |  | Mónica Cueva Díaz Member of the Board
Emilio Fullaondo Botella Member of the Board |  |

Madrid, 26 February 2025
AmRest Holdings SE
28046 Madrid, Spain
CIF A88063979 | +34 91 799 16 50 | amrest.eu
Directors’ Report
for the year ended 31 December 2024
AmRest Group
26 February 2025
AmRest Group
Directors’ Report
for the year ended 31 December 2024
Contents

Financial highlights (consolidated data) ............................................................................................................................................. | 6
Group Business Overview .................................................................................................................................................................... | 7
Financial and asset position of the Group .......................................................................................................................................... | 8
Brands operated by the Group ............................................................................................................................................................. | 18
Key investments ..................................................................................................................................................................................... | 19
Planned investment activities ............................................................................................................................................................... | 21
Significant events and transactions in 2024 ...................................................................................................................................... | 21
External Debt .......................................................................................................................................................................................... | 22
Shareholders of AmRest Holdings SE ................................................................................................................................................ | 23
Changes in the Parent Company’s Governing Bodies ..................................................................................................................... | 23
Remuneration of the Board of Directors and Senior Management Personnel ............................................................................. | 24
Changes in the number of shares held by members of the Board of Directors ........................................................................... | 24
Transactions on own shares concluded by AmRest ......................................................................................................................... | 25
Dividends paid and received ............................................................................................................................................................... | 25
Average period of payment to suppliers ............................................................................................................................................. | 25
Activity in Research and Development area ...................................................................................................................................... | 26
Subsequent events ................................................................................................................................................................................ | 26
Factors impacting the Group’s development ..................................................................................................................................... | 26
Basic risks and threats the Group is exposed to ............................................................................................................................... | 27

NON-FINANCIAL INFORMATION STATEMENT .............................................................................................................................. | 32
ANNUAL CORPORATE GOVERNANCE REPORT OF LISTED COMPANIES ........................................................................... | 174
ANNUAL REPORT ON DIRECTORS' REMUNERATION OF LISTED COMPANIES ................................................................. | 245
Signatures of the Board of Directors ................................................................................................................................................... | 265

4

AMREST GROUP Director’s Report |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
Dear Shareholders,
Dear shareholder,
I am honoured to present the financial report and non-financial information statement of AmRest Holdings SE for the full
year 2024.
The strength of AmRest's business model, the excellent lead of its management team and the intense dedication of the
more than 45,000 people who make up our team have once again led us to bring you remarkable growth that translates
into a record level of revenue, 2,556 million euros, and EBITDA generation, 430 million euros.
I have to point out that these results mean that we have fulfilled the commitments made by the AmRest management
team. Justifying once again the trust that our shareholders and partners have placed in AmRest.
Likewise, these results have allowed us to announce the first dividend payment in the history of the Group. This endorses
the success of the strategy implemented in recent years, focused on the generation of value through profitable and
sustainable growth.
This approach has led us to redefine the perimeter and portfolio of managed restaurants with the closure or sale of non-
strategic businesses. As a result, in 2024, the 121 Pizza Hut restaurants that AmRest managed in France were
transferred, 120 of them under a sub-franchise model. However, AmRest has continued to focus on organic growth with
the opening of 109 units which, together with the closure of 52, has led to the end of the 2024 financial year with a
portfolio of 2,099 restaurants.
In addition, technological innovation, digitalisation and process optimisation have been key pillars in efficiently adapting to
customer needs and maintaining competitiveness in a global environment greatly affected by the cumulative effect of high
inflation rates in recent years. Despite this, our capacity to adapt has led to a 5.1% increase in sales compared to 2023,
and the EBITDA margin expanding by 1.2 percentage points to reach 16.8%.
Finally, our vision of a sustainable business model is based on generating value for society, for our shareholders, as well
as on the optimal management of the resources obtained. At AmRest restaurants we sell products, but more importantly,
we provide a service that brings us closer to our customers. Furthermore, the rigorous management of the resources
generated has allowed us to combine the opening of a significant number of restaurants with the payment of dividends
and a further reduction in the Group's leverage, which continues to decrease from 1.84x in 2023 to 1.82x at the end of the
2024.
The achievements we have made are the result of the tireless effort and dedication of the entire AmRest team, as well as
the constant and firm support of our management. To each of them, I express my deepest gratitude for their
professionalism and perseverance over the years. I would also like to extend my gratitude to the more than 30 million
customers who choose us every month, as without their trust, none of this would be possible. Finally, I would like to thank
the Board of Directors and our shareholders for their guidance and continued trust.
I am proud to say that the future of AmRest remains promising and full of opportunities.
José Parés Gutiérrez
Chairman of the Board of Directors
6

AMREST GROUP Director’s Report |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
Financial highlights (consolidated data)

| YEAR ENDED | 3 MONTHS ENDED
| 31 December 2024 | 31 December 2023 | 31 December 2024 | 31 December 2023
Revenue | 2,556.3 | 2,431.6 | 665.3 | 628.9
EBITDA* | 430.4 | 379.2 | 111.1 | 96.2
EBITDA margin | 16.8% | 15.6% | 16.7% | 15.3%
Adjusted EBITDA** | 437.0 | 386.0 | 113.8 | 99.5
Adjusted EBITDA margin | 17.1% | 15.9% | 17.1% | 15.8%
Profit from operations (EBIT) | 118.2 | 103.5 | 34.3 | (0.5)
EBIT margin | 4.6% | 4.3% | 5.2% | (0.1)%
Profit before tax | 34.4 | 49.0 | 12.5 | (11.3)
Profit/loss for the period from continuing operations | 13.5 | 44.4 | 10.5 | (4.8)
Profit/loss for the period from discontinued operation | - | 6.5 | - | -

* EBITDA – Operating profit before depreciation, amortisation and impairment losses.
**Adjusted EBITDA – EBITDA adjusted for new openings expenses (Start-up costs), M&A expenses; all material expenses connected with
successful acquisition covering professional services (legal, financial, other) directly connected with a transaction or profit/loss on sale of shares/
entities and effect of SOP exercise method modification (difference in accounting cost of employee benefits accounted under cash settled
versus equity settled option plan).

| YEAR ENDED | 3 MONTHS ENDED
| 31 December 2024 | 31 December 2023 | 31 December 2024 | 31 December 2023
Net profit | 13.5 | 50.9 | 10.5 | (4.8)
Net margin | 0.5% | 2.1% | 1.6% | (0.8)%
Net profit attributable to non-controlling interests | 5.0 | 6.0 | 0.9 | 1.0
Net profit attributable to equity holders of the parent | 8.5 | 44.9 | 9.6 | (5.8)
Cash flows from operating activities | 408.5 | 370.5 | 127.5 | 108.2
Cash flows from investing activities | (214.5) | (133.0) | (61.6) | (79.9)
Cash flows from financing activities | (268.5) | (233.5) | (71.1) | 15.7
Total cash flows, net | (74.5) | 4.0 | (5.2) | 44.0
Average weighted number of ordinary shares for basic earnings per shares (in thousands) | 217,229 | 218,875 | 217,500 | 219,052
Average weighted number of ordinary shares for diluted earnings per shares (in thousands) | 217,841 | 219,097 | 218,305 | 219,843
Basic earnings per share (EUR) | 0.04 | 0.21 | 0.04 | (0.03)
Diluted earnings per share (EUR) | 0.04 | 0.21 | 0.04 | (0.03)
Declared or paid dividend per share | 0.07 | - | 0.07 | -

| YEAR ENDED
| 31 December 2024 | 31 December 2023
Total assets | 2,368.4 | 2,351.7
Total liabilities | 1,980.0 | 1,951.0
Non-current liabilities | 1,422.2 | 1,346.5
Current liabilities | 557.8 | 604.5
Equity attributable to shareholders of the parent | 372.6 | 385.4
Non-controlling interests | 15.8 | 15.3
Total equity | 388.4 | 400.7
Share capital | 22.0 | 22.0
Number of restaurants* | 2,099 | 2,163

*AmRest closes 2024 with a portfolio of 2,099 restaurants after opening 109 units, closing 52 and transferring the 121 Pizza Hut restaurants in
France.
7

AMREST GROUP Director’s Report |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
Group Business Overview
Basic services provided by the Group
AmRest Holdings SE (“AmRest”, “Company”) with its subsidiaries (the “Group”) is Europe's leading publicly listed
restaurant operator with a portfolio of renowned brands in 22 countries. The Group operates 2,099 restaurants under
franchised brands such as KFC, Starbucks, Pizza Hut and Burger King, as well as through its own brands such as La
Tagliatella, Sushi Shop, Blue Frog and Bacoa. In addition, within the concepts of Pizza Hut Delivery and Pizza Hut
Express the Company acts as a master-franchisee, having the rights to sub-license these brands to third parties.
As of 31 December 2024, AmRest managed a network of 2,099 restaurants. Given the current scale of the business,
every day more than 45 thousand of AmRest employees deliver, on a daily basis, delicious taste and exceptional service
at affordable prices, in accordance with the Company’s unique culture.
Nowadays, the Group manages the network of restaurants across three main segments, which are aligned with the
geographical regions of its operations:
■ Central and Eastern Europe (“CEE”), where historically the Company was founded and opened its first restaurant
under the name of Pizza Hut; today CEE division covers the region of 10 countries (Poland, Czech Republic,
Hungary, Bulgaria, Serbia, Croatia, Romania, Austria, Slovenia and Slovakia) and with 1,228 restaurants,
accounting for 58.1% of Group´s revenue.
■ Western Europe (“WE”), is a segment which primarily consists of Spain, France and Germany, where both
franchised and proprietary brands are operated. As a result of dynamic organic expansion supported by previous
acquisitions, Western Europe has become a significant operating segment of the Group consisting of 11
countries, 784 restaurants and generating 35.2% of AmRest’s revenues.
■ China, where the 87 restaurants of Blue Frog proprietary brand are operated.
And one additional segment “Other” which covers among others corporate office expenses. It accounts for the results of
SCM Sp. z o.o. along with its subsidiaries and other support costs and functions rendered for the Group or not allocated
to applicable segments such as, for instance, Executive Team, Controlling, Treasury, Investor Relations, Mergers &
Acquisitions. The detailed description of the segments is included in Note 5 (‘Segment reporting’) of the Consolidated
Financial Statements.
The brands of AmRest are well-diversified across four main categories of restaurant services:
1) Quick Service Restaurants (“QSR”), represented by KFC and Burger King,
2) Fast Casual Restaurants (“FCR”), represented by Pizza Hut Delivery and Express, Bacoa and Sushi Shop,
3) Casual Dining Restaurants (“CDR”), represented by Pizza Hut Dine-in, La Tagliatella and Blue Frog,
4) Coffee category, represented by Starbucks.
AmRest restaurants provide on-site catering, take-away and drive-through services at special sales points (“Drive Thru”),
as well as deliveries of orders placed online or by telephone. The diversification of channels and the continuous
enhancement of take away and delivery capabilities has been key to adapting quickly to the evolving consumer habits. In
addition, these channels show a high complementarity with in-store consumption.
Number of AmRest restaurants broken down by brands as at 31 December 2024

Brand | Restaurants* | Equity share | Franchise share | Share in total
Franchised | 1,600 | 99% | 1% | 76%
KFC | 878 | 100% | - | 42%
PH | 193 | 91% | 9% | 9%
Starbucks* | 431 | 100% | - | 21%
Burger King | 98 | 100% | - | 5%
Own | 499 | 54% | 46% | 24%
La Tagliatella | 229 | 31% | 69% | 11%
Sushi Shop | 181 | 65% | 35% | 9%
Blue Frog | 87 | 89% | 11% | 4%
Bacoa | 2 | - | 100% | <1%

*Data doesn't include Starbucks licensed stores for which AmRest offers supply service.
8

AMREST GROUP Director’s Report |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
Number of AmRest restaurants broken down by countries as at 31 December 2024

Region | Restaurants* | Equity share | Franchise share | Share in total
Total | 2,099 | 88% | 12% | 100%
CEE | 1,228 | 99% | 1% | 59%
Poland | 660 | 98% | 2% | 31%
Czech | 240 | 67% | - | 11%
Hungary | 164 | 98% | 2% | 8%
Romania | 73 | 100% | - | 3%
Other CEE* | 91 | 100% | - | 4%
WE | 784 | 72% | 28% | 37%
Spain | 356 | 56% | 44% | 17%
France | 205 | 82% | 18% | 10%
Germany** | 173 | 100% | - | 8%
Other WE* | 50 | 44% | 56% | 2%
China | 87 | 89% | 11% | 4%

*Other CEE includes Bulgaria, Serbia, Slovakia, Croatia, Austria and Slovenia. Other WE includes Belgium, UAE, Switzerland, Portugal, UK,
Luxembourg and Saudi Arabia.
** Germany franchise share excludes Starbucks licensed stores for which AmRest offers supply service.
Financial and asset position of the Group
External Environment
During 2024, the economic growth of the countries where AmRest operates has shown significant divergences. In the
Central and Eastern European (CEE) markets, economic growth was robust, driven by private consumption, rising real
wages and lower interest rates. In contrast, in Western Europe (WE) growth has been much more modest, with some
countries, such as Germany, facing negative growth rates or virtual stagnation, as in the case of France. However, the
economic evolution registered in the main markets for AmRest, Poland and Spain, stands out positively, where the
company has been able to capitalize on this economic growth in a solid increase in income and profitability.
Consumers have remained relatively resilient in most of the countries in which AmRest operates, supported by lower cost
pressures and strong labour markets. However, their purchasing power has been affected by the cumulative effect of high
inflation in recent years. Although price increases have moderated markedly, they continue to put pressure on consumer
budgets, leading them to be cautious with discretionary spending decisions.
This context has led to consumers being much more sensitive to the perception of price and value, and has also resulted
in a highly competitive environment in most regions. This situation has not prevented AmRest from setting new historical
records for revenue, EUR 2,556.3 million, and EBITDA generation, EUR 430.4 million, by increasing sales by 5.1%
compared to 2023, and EBITDA by 13.5%, thanks to strict cost control and efficiency gains, maintaining a balance with
attractive and competitive promotions for all customers.
Once again, China deserves a separate chapter. Although China's Gross Domestic Product (GDP) grew by 5.0% during
the year, this growth had to be boosted by a series of stimulus measures launched by the government as consumer
confidence fell sharply. However, consumer spending declined despite government subsidies. This situation has led to a
very competitive environment where companies had to work even harder to attract consumers.
Revenues
AmRest's annual revenue in 2024 increased by 5.1% to EUR 2,556.3 million. The same-store sales index (SSS)
stood at 100.9, while the total number of transactions increased by 3.0%.
During the fourth quarter of the year, revenues stood at EUR 665.3 million, an increase of 5.8% compared to the same
period in 2023. This sale figure also marks a quarterly record high for AmRest and shows an acceleration in the pace of
growth compared to previous quarters, driven by a significant increase of 4.9% in the number of transactions.
On the key levers in the success of AmRest's business model has been the efficient adaptation to a consumer who is
more price-conscious and looking for value options, as well as on a commitment to technological innovation as a key
factor in maintaining competitiveness in a constantly changing global environment. This is particularly relevant in a world
dominated by omnichannel retailing where data appears everywhere. This positioning is what has allowed AmRest to be
prepared to guarantee price competitiveness and continue to strengthen the market position of its different brands.
The successful execution of this project has been carried out by a team of more than 45,000 people focused on providing
excellence in service as a recipe for gaining the trust of the more than 30 million customers who eat at one of AmRest's
restaurants every month of the year.
With regard to consumer trends, the evolution of sales originated through digital channels continues to advance
incessantly and during the 2024 financial year they surpassed those originated through other channels. In terms of the
channels used for consumption, there has been stability in the distribution of consumption preferences over the last few
quarters. In this sense, dine-in consumption is the preferred form and accounts for practically half of the Group's sales.
With respect to the delivery channel, it accounted for 18% of the sales generated by the Group during the 2024,
practically the same proportion as in 2022 and 2023.
9

AMREST GROUP Director’s Report |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
AmRest Group revenue for the 12 months ended 31 December 2022-2024
The Group's EBITDA generation during 2024 reached EUR 430.4 million, after increasing by 13.5% compared to
2023. This figure represents a historical record that corroborates the Group's strategy of positioning towards
sustainable and profitable growth. This result implies that the EBITDA margin rose 1.2 percentage points to
16.8%.
From a fourth-quarter perspective, EBITDA reached EUR 111.1 million, after increasing by 15.5% compared to the same
period in 2023, which represents an expansion of 1.4 percentage points in terms of EBITDA margin, which stood at
16.7%.
The expansion of margins is the result of the work carried out in the optimization of processes, adopting technology-
driven efficiency and rethinking work models, each of which has a considerable impact on the margin and the customer
experience. Predictive management of food and labour costs has been key to offsetting the effects of higher labour costs
in many geographies. Ultimately, the results of this work translate into an improved customer experience.
The definition and execution of many of these projects have been carried out within the framework of specific programs
for the generation of added value which, through multidisciplinary teams from different brands and countries, identify,
develop, apply and share opportunities for savings in sales, personnel, semi and CAPEX costs, which give AmRest
a unique and distinctive positioning in the 22 geographical areas where it operates.
AmRest Group EBITDA for the 12 months ended 31 December 2022-2024
10

AMREST GROUP Director’s Report |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
The Group's operating profit (EBIT) in 2024 stood at EUR 118.2 million after increasing by 14.2%, which
represents an EBIT margin of 4.6%, 0.3 percentage points higher than that obtained in the 202 3. This progress has
been achieved despite having booked value corrections of EUR 52.2 million during the 2024 financial year. EUR 41.1
million of these correspond to the value correction of the goodwill associated with Sushi Shop, which was recorded at the
end of the first half of the year. With this, the value of the goodwill of this investment stands at EUR 70.7 million at the end
of the financial year, and it has not been necessary to make any further corrections during the second semester of the
year as the profitability targets set for the Group have been met.
In the fourth quarter, EBIT reached EUR 34. 3 million, compared to the losses obtained in the same period of 2023. This
represents an EBIT margin of 5.2%. During this period, the corresponding impairment tests were carried out at the
restaurant level, which are updated twice a year, and as a result, impairments of EUR 7.4 million were registered. The
number of restaurants subject to impairment was reduced to 83 from 116 in 2023 as a result of the work carried out to
optimize the quality of the restaurant portfolio.
A mRest Group EBIT for the 12 months ended 31 December 2022-2024
The annual profit for the 2024 financial year was EUR 13.5 milli on, compared to EUR 50.9 million in 2023. Despite
the improvement in operating results, the fall in profit was due to four main factors: the booking of higher impairments in
the goodwill associated with Sushi Shop, the existence of discontinued operations in 2023, the increase in financial costs
due to higher interest rates and a higher tax burden. Meanwhile, the profit attributed to the shareholders of the parent
company s tood at EUR 8.5 million.
During the fourth quarter, the profit for the period amounted to EUR 10.5 million, compared to the losses recorded in the
same period of 2023. The profit attributed to the shareholders of the parent company was EUR 9.6 million.
The Group's strong progress in generating operating cash flow has allowed it to make the first dividend payment
in AmRest's history, in the amount of EUR 15.2 million, which was made on December 23, 2024. The cash flow
ge nerated from operating activities during the year amounted to EUR 408.5 million, which represents an increase of EUR
38.0 million compared to 2023. CAPEX incurred during the year amounted to EUR 193.9 million, which is a reduction of
EUR 21. 0 million compared to 2023.
The Group's leverage continues to decrease to 1.82x compared to 1.84x at the end of 2023. This level is at the
lower end of the internal management target set, which the Group's managers believe to be a prudent level to be able to
face new investments focused on accelerating growth, both organic and non-organic. The Group's gross financial debt,
according with the definition of the bank agreements, amounted to EUR 621.3 million at the end of the year, EUR -3.6
million less than at the end of 2023. In net terms, the net financial debt amounted t o EUR 468.3 million.
The financial conditions (covenants) established for AmRest in the financing agreement stipulate that the adjusted
consolidated net debt/EBITDA must be kept below 3.5x and the debt service coverage ratio must be higher than 1.5x.
Both ratios are calculated according to the definitions mentioned in the loan agreement and on a non-IFRS16 basis. In
addition, the Group is required to maintain an equity ratio of over 8%. All these conditions were adequately met by
AmRest at the end of the financial year.
The Group's liquidity amounted to EUR 153.0 million at the end of the financial year, of which EUR 13.4 million are
included under the assets available for sale line. This figure represents a decrease of EUR 74.5 million during the current
financial year. The Group considers that this amount of liquidity, together with additional liquidity lines and credit facilities
of EUR 212.8 million, constitutes an efficient level in accordance with the Group's needs.
11

AMREST GROUP Director’s Report |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
Net financial debt evolution and cash position
*Cash including cash and cash equivalents presented as assets classified as assets held for sale.
**Net Debt non-IFRS16 including operating lease liabilities.
Additionally, during 2024, two extraordinary transactions should be highlighted:
• In October 2024, YUM, with whom the AmRest Group has been working for several years in France, took over
the operation of the Pizza Hut Master Franchise in France and the direct management of the sub-franchised
restaurants, previously operated by AmRest. This involved the transfer of 121 restaurants (120 sub-franchises
and 1 owned).
• In December 2024, the Group signed an agreement to separate the commercial operations between the AmRest
Group and SCM Sp. z o.o. (“SCM”). SCM is a majority owned subsidiary. Based on an analysis of the facts and
circumstances related to the transaction, the Group assessed that the sale transaction is highly probable and
that the assets and liabilities of the SCM business meet the criteria to be classified as held for sale.
AmRest closes 2024 with a portfolio of 2,099 restaurants after opening 109 units, closing 52 an d transferring the
121 Pizza Hut restaurants in France. It is precisely the French market that has seen the highest number of closures
with 15 units, including the closure of Pizza Hut sub-franchisees that occurred prior to YUM acquiring the management of
this business.
In addition, a significant effort has been made in terms of renovations. A total of 251 restaurants have been renovated
during the year with the aim of guaranteeing that all AmRest production units provide the best possible experience for
AmRest customers.
12

AMREST GROUP Director’s Report |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
Number of AmRest Group restaurants at 31 December 2014-2024
Our commitment to society
At AmRest we have integrated sustainability into all our processes and decisions. Aligning our growth objectives,
generating value for our shareholders and society, and meeting the demands of our customers.
AmRest's commitment to society continues to accelerate as evidenced by some of the initiatives carried out during the
year, among which the following stand out:

Cuore Felice | In 2024, La Tagliatella brand continued collaboration with Cima Universidad de Navarra donating a percentage of profits from the products’ sales to support the research of cardiovascular diseases.
Disaster relief | In 2024 AmRest made a donation to Red Cross in Spain to support the victims of the floods in Valencia.
Food Sharing Day | In November 2024, AmRest conducted its annual “Food Sharing Day”. KFC, Starbucks, Pizza Hut, Burger King, and La Tagliatella delivered meals to children in 170 locations in nine countries with the engagement of over 1000 company volunteers.
Saving food – Harvest program | AmRest donated surplus products from its restaurants, Central Kitchen and warehouses. KFC, La Tagliatella, Starbucks, Pizza Hut and Burger King cooperated with Food Banks and saved 250 tons of food in total.
Strategic partnership with SIEMACHA Association | In 2024, AmRest continued to support SIEMACHA Spot Wrocław, an educational facility for young people run by SIEMACHA Association, by providing in-kind and financial donations.

At AmRest, there is also an unwavering and ongoing commitment to advancing the nutritional quality of our food and our
gastronomic offerings.
In addition, sustainability is a crucial aspect of our industry, and technology plays a key role in this process. From energy
efficient appliances to waste reduction algorithms, technology-driven sustainability initiatives are becoming increasingly
important. In short, the role of technology has evolved from being an optional enhancement to an essential component of
business strategy, customer acquisition and sustainability advancements.
13

AMREST GROUP Director’s Report |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
Revenues and profitability by segments
Table 1. Structure of Group’s revenue

| YEAR ENDED
| 31 December 2024 | 31 December 2023
Revenue | Amount | Share | Amount | Share
Central and Eastern Europe | 1,484.5 | 58.1% | 1,342.1 | 55.2%
Western Europe | 898.5 | 35.2% | 902.8 | 37.1%
China | 92.4 | 3.6% | 99.9 | 4.1%
Other* | 80.9 | 3.2% | 86.8 | 3.6%
Total | 2,556.3 | 100.0% | 2,431.6 | 100.0%

*Other includes non restaurant businesses performed by AmRest Holdings SE, SCM Sp. z o.o. and its subsidiaries and other minor entities
performing holding and/or financing services.
Central and Eastern Europe (CEE)
In 2024, annual sales in this segment amounted to EUR 1,484.5 million, representing 58.1% of Group sales and a year-
on-year growth of 10.6%. The EBITDA generated reached EUR 305.1 million, this is EUR 38.0 million more than in 2023,
representing an EBITDA margin that surpasses the 20% threshold, standing at 20.6%. These figures represent a new
record in sales and EBITDA generation in nominal terms. The good evolution registered in Poland, the Group's main
market, has been remarkable, where sales grew by more than 15% and EBITDA by 25.5%.
In the fourth quarter, revenues amounted to EUR 389.6 million, 11.5% higher than in the same quarter of 2023. EBITDA
was EUR 78.3 million, representing an EBITDA margin of 20.1%.
The restaurant portfolio reached 1, 228 units after increasing by 51 restaurants with the opening of 65 new restaurants
and the closure of 14 restaurants during the year.
Western Europe (WE)
Revenues in this segment amounted to EUR 898.5 million for full year 2024, this implies a small drop of -0.5%. However,
the EBITDA generated amounted to EUR 135.4 million after increasing by 13.9%, that represents an EBITDA margin
expansion of 1.9 percentage points that stands at 15.1%.
During the whole year, there were significant performance differences among countries, while annual sales in Spain,
AmRest´s second biggest market, grew by almost 8%, sales in Germany and France decreased by more than 5% on
both cases. Nonetheless, the positive generation of EBITDA in the French market is noteworthy, with an EBITDA margin
of 8.2% after increasing by 4.5 percentage points, corroborating the success of the value strategies implemented in the
market.
Fourth-quarter sales stood at EUR 230.7 million, this is a decrease of -1.6% with respect to the same period of 2023.
EBITDA reached EUR 37.8 million after inc reasing by 29.2%, t his is an EBITDA margin of 16.4%, 3.9 percentage points
higher than last year.
The total number of restaurants in the region stood at 784 units. From an organic perspective, there were 36 new
openings and 29 closures, in addition to the transfer of the 121 Pizza Hut restaurants in France, of which 120 were sub-
franchisees.
China
Revenues generated during the year sto od at EUR 9 2.4 million, this is -7.6% lower than in 2023. The depreciation of the
Yuan against the Euro impacted this performance. In constant Euros, annual sales decreased by -6.1%. On the other
hand, the EBITDA generated, EUR 1 8.7 million, represents a margin of 20.2% almost repeating the 2023 margin of
20.5%.
Nonetheless, revenues in the fourth quarter, which reached EUR 23.3 million, showed a modest but promising growth of
3.0% compared to the same period in 2023. The EBITDA amounted to EUR 4.2 million, with a margin expansion of 1.4
percentage points that stands at 17.9%.
AmRest closed 2024 with 87 restaurants in the region after the opening of 8 new units and the closure of 9.
14

AMREST GROUP Director’s Report |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
Table 2. Revenues and margins generated in the particular markets for the years ended 31 December 2024 and
2023

| 12 MONTHS ENDED
| 31 December 2024 | 31 December 2023
| Amount | % of sales | Amount | % of sales
Revenue | 2,556.3 | 100.0% | 2,431.6 | 100.0%
Poland | 773.0 | 30.2% | 670.1 | 27.5%
Czechia | 334.2 | 13.1% | 324.7 | 13.4%
Hungary | 215.4 | 8.4% | 198.4 | 8.2%
Other CEE | 161.9 | 6.3% | 148.9 | 6.1%
Total CEE | 1,484.5 | 58.1% | 1,342.1 | 55.2%
Spain | 365.4 | 14.3% | 338.7 | 13.9%
Germany | 196.8 | 7.7% | 208.7 | 8.6%
France | 304.7 | 11.9% | 321.2 | 13.2%
Other WE | 31.6 | 1.2% | 34.2 | 1.4%
Western Europe (WE) | 898.5 | 35.2% | 902.8 | 37.1%
China | 92.4 | 3.6% | 99.9 | 4.1%
Other | 80.9 | 3.2% | 86.8 | 3.6%
EBITDA | 430.4 | 16.8% | 379.2 | 15.6%
Poland | 156.4 | 20.2% | 124.6 | 18.6%
Czechia | 74.8 | 22.4% | 73.7 | 22.7%
Hungary | 43.0 | 20.0% | 37.8 | 19.0%
Other CEE | 30.9 | 19.1% | 31.1 | 20.9%
Total CEE | 305.1 | 20.6% | 267.2 | 19.9%
Spain | 75.6 | 20.7% | 67.9 | 20.1%
Germany | 31.8 | 16.1% | 36.8 | 17.6%
France | 25.1 | 8.2% | 12.0 | 3.7%
Other WE | 2.9 | 9.4% | 2.2 | 6.5%
Western Europe (WE) | 135.4 | 15.1% | 118.9 | 13.2%
China | 18.7 | 20.2% | 20.5 | 20.5%
Other | (28.8) | (35.7)% | (27.4) | (31.5)%
Adjusted EBITDA | 437.0 | 17.1% | 386.0 | 15.9%
Poland | 159.2 | 20.6% | 126.8 | 18.9%
Czechia | 75.6 | 22.6% | 74.5 | 22.9%
Hungary | 43.9 | 20.4% | 38.6 | 19.5%
Other CEE | 31.6 | 19.5% | 31.5 | 21.2%
Total CEE | 310.3 | 20.9% | 271.4 | 20.2%
Spain | 75.8 | 20.7% | 69.5 | 20.5%
Germany | 32.9 | 16.7% | 37.1 | 17.8%
France | 25.1 | 8.2% | 12.0 | 3.7%
Other WE | 3.0 | 9.4% | 2.2 | 6.5%
Western Europe (WE) | 136.8 | 15.2% | 120.8 | 13.4%
China | 18.7 | 20.4% | 21.1 | 21.1%
Other | (28.8) | (35.7)% | (27.3) | (31.5)%
EBIT | 118.2 | 4.6% | 103.5 | 4.3%
Poland | 80.4 | 10.4% | 60.6 | 9.0%
Czechia | 40.4 | 12.1% | 44.1 | 13.6%
Hungary | 23.7 | 11.0% | 22.1 | 11.1%
Other CEE | 12.7 | 7.8% | 13.8 | 9.3%
Total CEE | 157.2 | 10.6% | 140.6 | 10.5%
Spain | 34.7 | 9.5% | 24.2 | 7.1%
Germany | (0.3) | (0.1)% | 14.1 | 6.8%
France | (42.7) | (14.0)% | (45.8) | (14.2)%
Other WE | (1.1) | (3.4)% | (2.5) | (7.5)%
Western Europe (WE) | (9.4) | (1.0)% | (10.0) | (1.1)%
China | 0.3 | 0.2% | 1.4 | 1.4%
Other | (29.9) | (36.9)% | (28.5) | (33.0)%

15

AMREST GROUP Director’s Report |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
Table 3. Revenues and margins generated in the particular markets for 3 months ended 31 December 2024 and
2023

| 3 MONTHS ENDED
| 31 December 2024 | 31 December 2023
| Amount | % of sales | Amount | % of sales
Revenue | 665.3 | 100.0% | 628.9 | 100.0%
Poland | 200.9 | 30.2% | 173.0 | 27.5%
Czechia | 88.8 | 13.3% | 84.4 | 13.4%
Hungary | 55.8 | 8.4% | 52.2 | 8.3%
Other CEE | 44.1 | 6.6% | 39.9 | 6.4%
Total CEE | 389.6 | 58.6% | 349.5 | 55.6%
Spain | 97.8 | 14.7% | 93.0 | 14.8%
Germany | 51.2 | 7.7% | 53.1 | 8.4%
France | 74.0 | 11.1% | 80.5 | 12.8%
Other WE | 7.7 | 1.2% | 7.9 | 1.3%
Western Europe (WE) | 230.7 | 34.7% | 234.5 | 37.3%
China | 23.3 | 3.5% | 22.7 | 3.6%
Other | 21.7 | 3.3% | 22.2 | 3.5%
EBITDA | 111.1 | 16.7% | 96.2 | 15.3%
Poland | 39.2 | 19.5% | 36.6 | 21.2%
Czechia | 19.9 | 22.5% | 18.5 | 21.9%
Hungary | 10.7 | 19.1% | 8.3 | 16.0%
Other CEE | 8.5 | 19.3% | 8.5 | 21.1%
Total CEE | 78.3 | 20.1% | 71.9 | 20.6%
Spain | 21.8 | 22.3% | 21.1 | 22.7%
Germany | 11.7 | 23.0% | 8.0 | 15.0%
France | 2.2 | 3.0% | 0.2 | 0.2%
Other WE | 2.1 | 27.1% | - | 0.6%
Western Europe (WE) | 37.8 | 16.4% | 29.3 | 12.5%
China | 4.2 | 17.9% | 3.7 | 16.5%
Other | (9.2) | (42.4)% | (8.7) | (39.2)%
Adjusted EBITDA | 113.8 | 17.1% | 99.5 | 15.8%
Poland | 40.1 | 20.0% | 37.9 | 21.9%
Czechia | 20.5 | 23.1% | 19.0 | 22.6%
Hungary | 10.9 | 19.6% | 8.8 | 16.8%
Other CEE | 8.8 | 20.0% | 8.6 | 21.5%
Total CEE | 80.3 | 20.6% | 74.3 | 21.3%
Spain | 21.8 | 22.3% | 21.5 | 23.3%
Germany | 12.3 | 24.1% | 8.2 | 15.4%
France | 2.2 | 3.0% | 0.2 | 0.2%
Other WE | 2.1 | 27.1% | 0.1 | 0.6%
Western Europe (WE) | 38.4 | 16.7% | 30.0 | 12.8%
China | 4.3 | 18.1% | 3.9 | 17.0%
Other | (9.2) | (42.4)% | (8.7) | (39.2)%
EBIT | 34.3 | 5.2% | (0.5) | (0.1)%
Poland | 17.4 | 8.7% | 18.9 | 10.9%
Czechia | 10.4 | 11.7% | 10.7 | 12.7%
Hungary | 5.2 | 9.2% | 3.9 | 7.5%
Other CEE | 3.0 | 6.9% | 4.1 | 10.4%
Total CEE | 36.0 | 9.2% | 37.6 | 10.8%
Spain | 11.0 | 11.3% | 7.9 | 8.5%
Germany | 1.0 | 1.9% | 3.3 | 6.3%
France | (5.2) | (7.0)% | (37.1) | (46.1)%
Other WE | 1.5 | 19.1% | (1.6) | (20.3)%
Western Europe (WE) | 8.3 | 3.6% | (27.5) | (11.7)%
China | (0.6) | (2.7)% | (1.6) | (7.2)%
Other | (9.4) | (43.5)% | (9.0) | (40.8)%

16

AMREST GROUP Director’s Report |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
Table 4. Reconciliation of the net profit and adjusted EBITDA for years ended 31 December 2024 and 2023

| YEAR ENDED
| 31 December 2024 | 31 December 2023
| Amount | % of sales | Amount | % of sales
Profit/(loss) for the period | 13.5 | 0.5% | 44.4 | 1.8%
+ Finance costs | 87.5 | 3.4% | 63.5 | 2.6%
– Finance income | (3.7) | (0.1)% | (9.0) | (0.4)%
+/– Income tax expense | 20.9 | 0.8% | 4.6 | 0.2%
+ Depreciation and Amortisation | 260.0 | 10.2% | 234.5 | 9.6%
+ Impairment losses | 52.2 | 2.0% | 41.2 | 1.7%
EBITDA | 430.4 | 16.8% | 379.2 | 15.6%
+ Start-up expenses* | 6.6 | 0.3% | 6.8 | 0.3%
Adjusted EBITDA | 437.0 | 17.1% | 386.0 | 15.9%

* operating costs incurred by the company to open a restaurant but before a restaurant starts generating revenue.
Table 5. Reconciliation of the net profit and adjusted EBITDA for 3 months ended 31 December 2024 and 2023

| 3 MONTHS ENDED
| 31 December 2024 | 31 December 2023
| Amount | % of sales | Amount | % of sales
Profit/(loss) for the period | 10.5 | 1.6% | (4.8) | (0.8)%
+ Finance costs | 22.6 | 3.4% | 14.3 | 2.3%
– Finance income | (0.7) | (0.1)% | (3.5) | (0.6)%
+/– Income tax expense | 2.0 | 0.3% | (6.5) | (1.0)%
+ Depreciation and Amortisation | 68.8 | 10.3% | 61.5 | 9.8%
+ Impairment losses | 7.9 | 1.2% | 35.2 | 5.6%
EBITDA | 111.1 | 16.7% | 96.2 | 15.3%
+ Start-up expenses* | 2.7 | 0.4% | 3.3 | 0.5%
Adjusted EBITDA | 113.8 | 17.1% | 99.5 | 15.8%

* operating costs incurred by the company to open a restaurant but before a restaurant starts generating revenue.
Table 6. Liquidity analysis

| YEAR ENDED
| 31 December 2024 | 31 December 2023
Current assets | 288.7 | 376.5
Inventory | 33.1 | 34.9
Current liabilities | 557.8 | 604.5
Cash and cash equivalents* | 153.0 | 227.5
Trade and other receivables | 76.1 | 102.4
Trade and other accounts payable | 308.8 | 362.9

*including cash and cash equivalents presented as assets classified as assets held for sale.
17

AMREST GROUP Director’s Report |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
Table 7. Balance sheet leverage analysis

| YEAR ENDED
| 31 December 2024 | 31 December 2023
Non-current assets | 2,079.7 | 1,975.2
Liabilities | 1,980.0 | 1,951.0
Non-current liabilities | 1,422.2 | 1,346.5
Debt | 1,587.3 | 1,510.9
Share of inventories in current assets (%) | 11.5% | 9.3%
Share of trade receivables in current assets (%) | 26.4% | 27.2%
Share of cash and cash equivalents* in current assets (%) | 53.0% | 60.4%
Equity to non-current assets ratio | 0.19 | 0.20
Long-term liabilities to equity ratio | 3.66 | 3.36
Liabilities to equity ratio | 5.10 | 4.87
Debt/equity | 4.09 | 3.77

*including cash and cash equivalents presented as assets classified as assets held for sale.
Definitions:
- Share of inventories, trade and other receivables, cash and cash equivalents in current assets – ratio of, respectively, inventories, trade
receivables and cash and cash equivalents to current assets;
- Equity to non-current assets ratio – equity to non-current assets;
- Non-current liabilities to equity – non-current liabilities to equity;
- Liabilities to equity – liabilities and provisions to equity;
- Debt/equity – total non-current and current interest bearing loans and borrowings.
Alternative Performance Measures (APM) description
APM are metrics used by the company to describe operational or financial performance taking into account some key
information or constituent and adjusting them based on the purpose of such measure. AmRest identifies the following
Alternative Performance Measures in the Director’s Report:
1. Like-for-like or Same Store Sales (“LFL” or “SSS”) – represents revenue growth from comparable restaurants
(restaurants that have been operating for a period of longer than 12 months). The measure shows the ability of a
restaurant or a brand to increase its sales organically, It can be totalled the most accurately by taking the last
twelve months core revenue growth minus the last twelve months net equity openings growth.
2. EBITDA – One of Key Performance Indicators for the Group. It is a close indicator of the cash profitability on
operations and consists of profit from operations excluding amortisation and depreciation costs as well as
impairments. Reconciliation of the measure is provided in tables 4 or 5.
3. Adjusted EBITDA – Measures profitability performance without startup costs (operating costs incurred by the
Group to open a restaurant but before a restaurant starts generating revenue), indirect tax adjustments, M&A
related expenses (all material expenses connected with successful acquisitions, covering all professional
services, legal, financial, and other directly connected with a transaction) and effect of Stock Option Plan (SOP)
exercise method modification (difference in the accounting costs of employee benefits accounted for under the
cash settled versus equity settled option plan). It allows to present profitability for restaurants that already
generate revenue and without some unusual costs related to M&A, tax adjustments or accounting adjustments
related to SOP, Reconciliation of this APM is provided in tables 4 or 5.
4. EBITDA margin – EBITDA divided by Total Revenue.
5. EBIT margin – EBIT divided by Total Revenue.
6. CAPEX – investments capitalized during the period on Property, Plant and Equipment, and on intangible assets.
7. Net financial debt: this is the main metric used by management to measure the Company's level of indebtedness. It is
composed of interest-bearing loans and borrowings minus cash and cash equivalents.
8. Net debt – measures the level of external financing provided for the business as a sum of balance sheet
positions of loans and borrowings, including financial lease liabilities pre-IFRS 16, net of available cash and cash
equivalents, and guarantees.
9. Leverage ratio - measures the level of EBITDA calculated according to the financing agreements with the banks
to net debt. It is a generally accepted level that shows indebtedness of a company relative to its ability to
generate cash and profits from operations.
18

AMREST GROUP Director’s Report |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
Brands operated by the Group
At year end 2024, the portfolio of AmRest comprises 2,099 restaurants under franchised brands such as KFC, Starbucks,
Pizza Hut and Burger King, as well as its own brands such as La Tagliatella, Sushi Shop, Blue Frog and Bacoa.
AmRest is a franchisee of Yum! Brands Inc. for the KFC and Pizza Hut brands. Starting from 1 October 2016 the Group
as a master-franchisee has the right to grant a license to third parties to operate Pizza Hut Express and Pizza Hut
Delivery restaurants (sub-franchise) in countries of Central and Eastern Europe, while ensuring a certain share of
restaurants operated directly by AmRest.
Burger King restaurants are operated on a franchise basis. With effect 1st of February 2022, Burger King Europe GMBH
notified the termination of AmRest´s development agreements of the Burger King brand in Poland, the Czech Republic,
Slovakia, Bulgaria and Romania. Nonetheless, AmRest continues to operate Burger King restaurants that it owns in these
countries under the best standards of service and quality, in compliance with the franchise agreements that continue to
be in force.
Starbucks restaurants in Poland, the Czech Republic and Hungary are opened by the companies AmRest Coffee (owned
in 82% by AmRest and 18% by Starbucks). These companies have the rights and licenses to develop and manage
Starbucks restaurants in their respective countries. Starbucks restaurants in Romania, Bulgaria, Germany, Serbia and
Slovakia are operated by the Group on a franchise basis.
La Tagliatella is one the proprietary brands of AmRest and became a part of its portfolio in April 2011. La Tagliatella
restaurants are operated directly by AmRest as well as by third party entities which operate restaurants on a franchise
basis.
Blue Frog brand became the property of AmRest in December 2012 as a result of acquisition of majority stake in Blue
Horizon Hospitality Group LTD.
Bacoa brand was acquired by AmRest on 31 July 2018. It is a primarily burger restaurants concept operated in Spain.
Sushi Shop, a leading European sushi concept, is a proprietary brand of AmRest and became a part of its portfolio
through the acquisition of Sushi Shop Group SAS on 31 October 2018. Sushi Shop restaurants are operated by both
AmRest (equity stores) and AmRest’s franchisees. Sushi Shop network is present in 8 countries and reported within the
Western Europe segment.
Quick Service Restaurants (QSR)

| Established in 1952, the KFC brand is one of the biggest and most popular chain of quick service restaurants serving chicken meals. They are the original experts in fried chicken, and everything they do celebrates a passion for serving finger lickin’ good food. There are currently about 30,000 KFC restaurants in over 145 countries worldwide. On 31 December 2024 the Group operated 878 KFC restaurants: 383 in Poland, 134 in the Czech Republic, 100 in Hungary, 127 in Spain, 24 in Germany, 72 in France, 17 in Serbia, 8 in Bulgaria, 10 in Croatia, 2 in Austria and 1 in Slovenia.
| The beginnings of Burger King date back to 1954. Today, Burger King (“Home of the Whopper”) operates approximately 19,000 restaurants, serving about 15 million customers in over 100 countries every day. Burger King brand is owned by Restaurant Brand International (RBI). On 31 December 2024 AmRest operated 98 Burger King restaurants: 45 in Poland, 33 in the Czech Republic, 10 in Romania, 2 in Bulgaria and 8 in Slovakia.

Casual Dining and Fast Casual Restaurants (CDR, FCR)

| La Tagliatella arose from the experience of 20 years of specialization in the tradition of the Italian cuisine and the innovation in its recipes. Over all these years the brand has always focused on the Italian origin of raw materials, the quality of service and the satisfaction of its more than 12 million yearly customers in all of our restaurant types (La Tagliatella, La Tagliatella Piccola, La Tagliatella Senza Glutine and La Tagliatella Espresso). On 31 December 2024 AmRest operated 229 La Tagliatella restaurants: 223 in Spain 4 in Portugal and 2 in Andorra.

19

AMREST GROUP Director’s Report |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)

| The activity of Pizza Hut has its beginnings in 1958. The brand’s famous menu includes pizza based on iconic PAN dough – fluffy inside, crunchy on the outside. The most popular pizza flavour is pepperoni. In addition to pizza, the offer includes also pasta and numerous appetizers. AmRest has pioneered the brand's growth since 1993 - first restaurant was opened in Poland. On 31 December 2024 AmRest operated 193 Pizza Hut restaurants: 150 in Poland, 15 in the Czech Republic, 25 in Hungary and 3 in Slovakia.
| Inclusion of the Blue Horizon Hospitality Group to AmRest structure in 2012 enriched the CDR segment brand portfolio with a new position operating in the Chinese market: Blue Frog Bar & Grill. Blue Frog Bar & Grill restaurants are serving grilled dishes from the American cuisine and a wide selection of wines and drinks in a nice atmosphere. On 31 December 2024 AmRest operated 87 Blue Frog restaurants in China.
| Bacoa is a primarily premium burger concept in Spain. Since 2010, it has been bringing high quality, freshly cooked burgers and chips to their loyal fans. Bacoa is passionate about using premium ingredients, proving every day that fast food can also be good food with the right approach. On 31 December 2024 there were 2 licensed Bacoa restaurants in Spain.
| Founded in 1998 Sushi Shop is the leading European chain of restaurants for sushi, sashimi and other Japanese specialties. It is positioned as a premium brand offering freshly prepared food with highest quality ingredients. Sushi Shop has successfully established an international network of company-operated and franchises stores across 8 countries. On 31 December 2024, AmRest operated 181 Sushi Shop restaurants: 133 in France, 4 in Spain, 8 in Belgium, 11 in Switzerland, 3 in Luxembourg, 5 in UK, 12 in UAE and 5 in Saudi Arabia.

Coffee category

| Starbucks is the world leader in the coffee sector with more than 40,000 stores in about 85 countries. Since 1971, Starbucks® Coffee Company has been committed to ethically sourcing and roasting high-quality arabica coffee. Today, with stores around the globe, Starbucks® is the premier roaster and retailer of speciality coffee in the world. As at 31 December 2024 AmRest operated 431 Starbucks restaurants: 82 in Poland, 58 in the Czech Republic, 39 in Hungary, 63 in Romania, 149 in Germany, 14 in Slovakia, 9 in Serbia and 17 in Bulgaria.

Key investments
In the overall strategy of AmRest, capital expenditure are mainly related to the development of the restaurant network.
The Group increased the scale of the business through the construction of new restaurants, the acquisition of restaurant
chains from third parties as well as reconstruction and replacement of assets in the existing stores. Each year, the
Group’s capital expenditure depend mainly on the number and type of restaurants opened, IT investments, as well as the
scale and profile of M&A activities.
In 2024 AmRest’s capital expenditure stood at EUR 193.9 million with a decrease of E UR 21.0 mill ion with respect to
2023. The strategic commitment of the company is to look for formulas to accelerate growth but always aiming for a
sustainable and profitable growth opportunities.
The table below presents purchases of property, plant and equipment and intangible assets in 12 months ended 31
December 2024 and 31 December 2023.
20

AMREST GROUP Director’s Report |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
Acquisition of property, plant and equipment and intangible assets

| YEAR ENDED
| 31 December 2024 | 31 December 2023
Intangible assets: | 8.7 | 11.1
Licenses for use of Pizza Hut, KFC, Burger King, Starbucks trademarks | 5.9 | 3.8
Other intangible assets | 2.8 | 7.3
Property, plant and equipment: | 185.2 | 203.8
Buildings and expenditure on development of restaurants | 4.6 | 5.1
Machinery & equipment | 7.1 | 14.1
Other tangible assets (including assets under construction) | 173.5 | 184.6
Total | 193.9 | 214.9

AmRest’s New Restaurants

| AmRest equity restaurants | AmRest franchisee restaurants | Total
31/12/2023 | 1,791 | 372 | 2,163
New Openings | 91 | 12 | 103
Acquisitions / Disinvestments | -1 | -120 | -121
Closings | -30 | -15 | -45
Relocation closings | -7 | 0 | -7
Relocation openings | 6 | 0 | 6
Conversions | -1 | 1 | 0
31/12/2024 | 1,849 | 250 | 2,099

On 31 December 2024, AmRest operated 2,099 restaurants, including 250 restaurants which were managed by
franchisees. During 2024, 109 new restaurants were opened and 52 closed. In addition, in October 2024 the 121 Pizza
Hut restaurants in France were transferred.
Number of AmRest restaurants (as at 31 December 2024)

Countries | Brands | 31.12.2023 | 31.03.2024 | 30.06.2024 | 30.09.2024 | 31.12.2024
Poland | Total | 636 | 644 | 646 | 650 | 660
| KFC | 360 | 369 | 369 | 374 | 383
| BK | 46 | 46 | 46 | 46 | 45
| SBX | 74 | 74 | 76 | 77 | 82
| PH equity | 141 | 140 | 140 | 138 | 135
| PH franchised | 15 | 15 | 15 | 15 | 15
Czechia | Total | 232 | 232 | 232 | 234 | 240
| KFC | 128 | 127 | 127 | 127 | 134
| BK | 33 | 33 | 33 | 33 | 33
| SBX | 55 | 56 | 56 | 58 | 58
| PH equity | 16 | 16 | 16 | 16 | 15
Hungary | Total | 158 | 158 | 159 | 163 | 164
| KFC | 95 | 96 | 96 | 99 | 100
| SBX | 38 | 38 | 39 | 39 | 39
| PH equity | 24 | 23 | 23 | 23 | 22
| PH franchised | 1 | 1 | 1 | 2 | 3
Bulgaria | Total | 26 | 26 | 26 | 26 | 27
| KFC | 8 | 8 | 8 | 8 | 8
| BK | 2 | 2 | 2 | 2 | 2
| SBX | 16 | 16 | 16 | 16 | 17
Serbia | Total | 22 | 22 | 22 | 24 | 26
| KFC | 15 | 15 | 15 | 16 | 17
| SBX | 7 | 7 | 7 | 8 | 9
Croatia | KFC | 8 | 8 | 8 | 8 | 10
Romania | Total | 69 | 69 | 70 | 70 | 73
| SBX | 59 | 59 | 60 | 60 | 63
| BK | 10 | 10 | 10 | 10 | 10

21

AMREST GROUP Director’s Report |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)

Countries | Brands | 31.12.2023 | 31.03.2024 | 30.06.2024 | 30.09.2024 | 31.12.2024
Slovakia | Total | 23 | 23 | 23 | 24 | 25
| SBX | 12 | 12 | 12 | 13 | 14
| PH equity | 3 | 3 | 3 | 3 | 3
| BK | 8 | 8 | 8 | 8 | 8
Spain | Total | 357 | 356 | 359 | 358 | 356
| TAG equity | 70 | 70 | 68 | 68 | 68
| TAG franchised | 154 | 154 | 156 | 157 | 155
| KFC | 125 | 125 | 128 | 127 | 127
| BCA franchised | 2 | 2 | 2 | 2 | 2
| SSG equity | 6 | 5 | 5 | 4 | 4
France | Total | 338 | 336 | 333 | 327 | 205
| KFC | 73 | 73 | 73 | 72 | 72
| SSG equity | 101 | 99 | 98 | 96 | 96
| SSG franchised | 37 | 37 | 38 | 38 | 37
Germany | Total | 153 | 155 | 160 | 161 | 173
| SBX | 128 | 130 | 135 | 136 | 149
| KFC | 25 | 25 | 25 | 25 | 24
Austria | KFC | 2 | 2 | 2 | 2 | 2
Slovenia | KFC | 1 | 1 | 1 | 1 | 1
Portugal | Total | 4 | 4 | 4 | 4 | 4
| TAG equity | 4 | 4 | 4 | 4 | 4
Andorra | TAG franchised | 1 | 2 | 2 | 2 | 2
China | Total | 88 | 88 | 86 | 87 | 87
| BF equity | 78 | 78 | 75 | 77 | 77
| BF franchised | 10 | 10 | 11 | 10 | 10
Belgium | Total | 9 | 9 | 9 | 9 | 8
| SSG franchised | 9 | 9 | 9 | 9 | 8
Switzerland | SSG equity | 11 | 11 | 11 | 11 | 11
Luxembourg | SSG equity | 3 | 3 | 3 | 3 | 3
UK | Total | 7 | 5 | 5 | 5 | 5
| SSG equity | 5 | 4 | 4 | 4 | 4
| SSG franchised | 2 | 1 | 1 | 1 | 1
UAE | SSG franchised | 11 | 11 | 12 | 12 | 12
Saudi Arabia | SSG franchised | 4 | 4 | 4 | 4 | 5
Total AmRest |  | 2,163 | 2,169 | 2,177 | 2,185 | 2,099

Planned investment activities
AmRest’s investment priorities comprise increasing the number of restaurants in the portfolio, enhance commercial and
operational capabilities, including digitalization and IT projects, and maintain restaurants and systems in optimal
conditions.
From a business model perspective the development of a robust franchising activity is a key pillar of growth in the short
term. In addition, the Group intends to continue to pursue its development objectives, increase scale in supply chain
management and lead in digitalisation processes.
Finally, potential acquisitions remain an important factor for AmRest’s growth. The Group is well positioned for any
consolidation or acquisition in the sector that might be identified and would generate long term value for AmRest
shareholders.
Significant events and transactions in 2024
Agreement to separate the business operations between the AmRest Group and SCM Sp. z o.o.
In December 2024, the Group signed an agreement that is subject to the fulfilment of certain conditions, which are
expected to be met on or before 31 March 2025, and by means of which 51% of the shares which AmRest sp. z o.o.
holds in SCM Sp.z o.o. ("SCM") will be sold to R&D sp. z o.o. Additionally, the supply chain management services and
quality assurance (QA) provided to date by SCM to the AmRest Group, together with the team providing such services,
will be transferred over to AmRest Group. SCM is a Polish, 51% owned subsidiary and a parent entity of SCM s.r.o.,
Czechia subsidiary.
22

AMREST GROUP Director’s Report |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
Share Buy-back Program
On 1 December 2023 AmRest informed that the Company’s Board of Directors had resolved unanimously to set-up a
buy-back program for the repurchase of its own shares (the "Buy-back Program"), pursuant to the authorisation granted
by resolution of the AmRest General Meeting of Shareholders held on 12 May 2022 under item nine of the agenda,
relating to the authorisation to the Board of Directors for the derivative acquisition of AmRest shares.
The Buy-back Program had been conducted in accordance with the transparency and operational requirements under
Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (Market
Abuse Regulation) and Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016 (the "Delegated Regulation
2016/1052") and had the following features:
- Purpose of the Buy-back Program: to cover the settlements of the remuneration plans currently in force for AmRest
Group executives and employees.
- Maximum investment: the Buy-back Program was to have a maximum monetary amount of EUR 12 million. The
maximum monetary amount of the Buy-back Program could be reduced by the amount applied by the Company,
during its term, to the acquisition of its own shares in the block market or outside the market for the same purpose,
which would be notified to the market in the periodic communications of other relevant information informing of the
transactions carried out under the Buy-back Program or separately.
- Maximum number of shares: the maximum number of shares to be acquired in the execution of the Buy-back
Program was to be dependent on the average price at which purchases took place but could not exceed 10% of the
Company's share capital.
- Price and volume: the acquisition of the shares was to be carried out in accordance with the price and volume
conditions set out in article 3 of Delegated Regulation 2016/1052. Specifically:
• AmRest could not acquire shares at a price higher than the higher of (a) the price of the last independent
transaction, or (b) the highest independent bid at that time on the trading venue where the purchase was made,
even if the shares were traded on different trading venues. In addition, the limitations approved in the resolution
authorizing the acquisition of treasury shares granted to the Board of Directors by AmRest's General Meeting of
Shareholders held on 12 May 2022 were to be considered.
• AmRest could not purchase on any trading day more than 25% of the average daily volume of AmRest shares on
the Continuous Market of the Spanish Stock Exchanges or, as the case may be, the Warsaw Stock Exchange,
during the 20 trading days preceding the date of purchase.
- Duration of the Program: The Buy-back Program commenced on 4 December 2023 and expired on 4 December
2024.
- Execution of the Buy-Back Program: Banco Santander, S.A. was appointed as the manager of the Buy-Back
Program, which was to independently make decisions regarding the purchase of the AmRest shares without any
influence or interference from the Company. Purchases under the Buy-back Program could be made on the
Continuous Market of the Spanish Stock Exchanges or, as the case may be, the Warsaw Stock Exchange.
On 4 December 2024 the Company informed of the end of the Buy-back Program, as the last day of validity of the same.
The total number of shares acquired under the Program were 1,913,804 own shares, representing 0.8717% of the share
capital.
All acquisitions under the Buy-Back Program were carried out and duly reported on a regular basis to the Spanish
Securities Market Commission (CNMV) and the Polish Financial Supervision Authority (KNF) by means of the publication
of the corresponding communications to the market, in accordance with the provisions of Delegated Regulation
2016/1052 and the Market Abuse Regulation.
External Debt
The Group's gross financial debt, according with the definition of the bank agreements, amounted to EUR 621.3 million at
the end of the year, EUR -3.6 million less than at the end of 2023. In net terms, the net financial debt amounted to EU R
468.3 million.
The Group's leverage continues to decrease to 1.82x compared to 1.84x at the end of 2023. This level is at the lower end
of the internal management target set, which the Group's managers believe to be a prudent level to be able to face new
investments focused on accelerating growth, both organic and non-organic.
The financial conditions (covenants) established for AmRest in the financing agreement stipulate that the adjusted
consolidated net debt/EBITDA must be kept below 3.5x and the debt service coverage ratio must be higher than 1.5x.
Both ratios are calculated according to the definitions mentioned in the loan agreement and on a non-IFRS16 basis. In
addition, the Group is required to maintain an equity ratio of over 8%. All these conditions were adequately met by
AmRest at the end of the financial year.
23

AMREST GROUP Director’s Report |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
Shareholders of AmRest Holdings SE
During the period covered by this Report following changes occurred with respect to the Company’s shareholder
structure:
On April 3, 2024 Nationale-Nederlanden Powszechne Towarzystwo Emerytalne Spółka Akcyjna, which represents and
manages funds: Nationale-Nederlanden Otwarty Fundusz Emerytalny and Nationale-Nederlanden Dobrowolny Fundusz
Emerytalny ("the Funds"), informed AmRest and the National Securities Market Commission (CNMV) that as a result of
registration of a capital increase through a private placement in November 2018, the Funds together decreased their
shares and voting rights below 5% (i.e. 4.893%) of total number of votes in AmRest Holdings SE.
Pursuant to the notifications sent on December 16, 2024 and January 2, 2025, to the Spanish National Securities Market
Commission (“CNMV”), on December 6, 2024, Artal International, S.C.A. transferred its entire stake in AmRest Holdings,
SE (5.289%) to its wholly-owned subsidiary FYNVEUR, S.C.A.
To the best of AmRest’s knowledge as at 31 December 2024, in accordance with the information publicly available,
AmRest Holdings had the following shareholder structure:

Shareholder | Number of shares and votes at the Shareholders’ meeting | % of shares and votes at the Shareholders’ meeting
FCapital Dutch S.L.* | 147,203,760 | 67.05%
FYNVEUR S.C.A. | 11,612,680 | 5.29%
Nationale-Nederlanden PTE SA | 10,742,600 | 4.89%
PTE Allianz Polska SA | 9,531,792 | 4.34%
Other Shareholders | 40,463,351 | 18.43%

* Mr. Carlos Fernández González indirectly controls the majority of the shareholding and voting rights in FCapital Dutch, S.L. (direct
shareholder of the stake appearing in the above table).
Changes in the Parent Company’s Governing Bodies
During the period covered by this Report there were no changes with respect to the composition of AmRest's Board of
Directors.
As at 31 December 2024 the composition of the Board of Directors was as follows:
■ Mr. José Parés Gutiérrez
■ Mr. Luis Miguel Álvarez Pérez
■ Ms. Romana Sadurska
■ Mr. Pablo Castilla Rep a raz
■ Mr. Emilio Fullaondo Botella
■ Ms. Mónica Cueva Díaz
■ Ms. Begoña Orgambide García
■ Carlos Fernández González (Honorary chairman, non-Board member)
■ Eduardo Rodríguez-Rovira (Secretary, non-Board member)
■ Mauricio Garate Meza (Vicesecretary, non-Board member)
On the day of publication of this Report the composition of the Board of Directors remains the same.
24

AMREST GROUP Director’s Report |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
Remuneration of the Board of Directors and Senior Management Personnel
The remuneration of the Board of Directors and Senior Management Personnel (for these purposes, Senior Management
Personnel is understood to be those executives who report directly to the executive chairman or the chief executive
officer of the Company, and also for these purposes, the person responsible for Internal Audit) paid by the Group was as
follows

| 31 December 2024 | 31 December 2023
Remuneration of the members of the Board of Directors | 0.8 | 0.8
Remuneration of Senior Management Personnel: |  |
- Remuneration received by the Senior Executives* | 4.4 | 3.7
- Share-based payment plans | 0.4 | -
Remuneration of Senior Management Personnel | 4.8 | 3.7
Total compensation paid to key management personnel | 5.6 | 4.5

*includes the total amount of the variable remuneration in cash (Short-Term Incentive Program) that is recognized in the year it is paid.
The current Directors' Remuneration Policy was approved at the General Shareholders’ Meeting held on 12 May 2022
and will remain in force until 31 December 2025.
As of 31 December 2024 and 2023, the Group had no outstanding balances with the Senior Management Personnel,
except for the accrual and payment of annual bonuses to be paid in the first quarter of the following year.
As of 31 December 2024 and 31 December 2023 there were no material liabilities to former employees.
As of 31 December 2024 and 2023, the members of the Board of Directors, other than Executive Chairman, who has a
life insurance from 1 August 2023 and health insurance from 1 October 2023, had no life insurance nor pension fund at
the Company's expense. Members of the Board of Directors do not participate in Stock Option (SOP), Management
Incentive (MIP) and LTI Plans. Senior Management Personnel participate in s hare-based payments p lans (details below
and in note 23). The Group has not granted any advances, loans or credits in favour of the Board Members or the Senior
Management.
The Group has arranged a third-party liability insurance policy covering the directors and managers of the group
companies. The premium paid in 2024 under the aforementioned insurance policy amounted to EUR 0.1 million (EUR 0.1
million in 2023).
The table below presents reconciliation of the movement in the number of shares of LTI 2021 plan, for Group’s Senior
Management Personnel, in the year ended 31 December 2024.

2024 (thousands of shares) | LTI 2021
Outstanding as of 1 January | -
Converted to shares on grant date | 132
Transferred to participants | (79)
Outstanding as of 31 December | 53
Vested | -
Unvested | 53

In November 2024, a new LTI 2024 plan was approved with a fair value related to Group’s Senior Management Personnel
of EUR 1.0 million. In November 2023, the LTI 2023 was approved with a fair value EUR 1.0 million.
Total number of outstanding and exercisable options for Group’s Senior Management Personnel is presented below:

| 31 December 2024 | 31 December 2023
Number of outstanding options (in thousands) | 3,299 | 3,299
Number of exercisable options (in thousands) | 2,273 | 1,274

Changes in the number of shares held by members of the Board of Directors
During the year 2024 there were no significant changes with respect to AmRest shares and stock options held by the
members of the Board of Directors of AmRest.
25

AMREST GROUP Director’s Report |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
Transactions on own shares concluded by AmRest
As of 31 December 2023, the Company owned a total of 1,412,446 treasury shares, representing 0.6433% of its share
capital.
The Company’s Board of Directors approved during 2024 one buy-back program for the repurchase of its own shares
(the "Buy-back Programs"), pursuant to the authorization granted by resolution of the AmRest General Meeting of
Shareholders held on 12 May 2022 under item nine of the agenda, relating to the authorization to the Board of Directors
for the derivative acquisition of AmRest shares and in accordance with Article 5 of Regulation (EU) No. 596/2014 of the
European Parliament and of the Council, of 16 April 2014, on market abuse, and Articles 2.2 and 2.3 of Commission
Delegated Regulation (EU) 2016/1052, of March 8, 2016.
The Buy-back Program of treasury shares was communicated to the Spanish National Securities Market Commission and
Polish KNF by means of communication of Inside Information dated December 1, 2023, respectively.
The Buy-back Program of treasury shares ended on December 4, 2024.
In the period between 1 January 2024 and 31 December 2024, AmRest purchased 1,856,470 own shares with a total
nominal value of EUR 185,647.0, representing 0.8456% of the share capital of the Company. The aggregate
consideration for those purchases was PLN 45.3 million (EUR 10.5 million).
In the period between 1 January 2024 and 31 December 2024, the LTI 2021 program was evaluated and converted into
shares. During this period, the Company disposed of a total of 327,241 own shares with a total nominal value of EUR
32,724.1 and representing 0.1490% of the share capital to entitled participants. The shares were transferred to the
entitled participants free of charge.
Also, in the period between 1 July 2024 and 31 December 2024, 13,885 treasury shares with a nominal value of EUR
1,388.5 and representing 0.0063% of the share capital were delivered to the beneficiaries of the stock options plans in
force for the AmRest Group.
In total the Company during the period between 1 January 2024 and 31 December 2024, AmRest disposed 341,126 of
own shares with a total nominal value of EUR 34,112.6 and representing 0.1554% of the share capital.
As of 31 December 2024, AmRest held 2,927,790 own shares with a total nominal value of EUR 292,779.0 and
representing 1.3335% of the share capital.
The subsidiaries of AmRest Holdings SE do not hold any Company’s shares.
Dividends paid and received
The Company’s Board of Directors approved the payment on December 23rd of the first dividend in the history of the
Group, as an interim cash dividend against the results of fiscal year 2024, in the amount of 0.070 gross euros per share
of the Company entitled to receive such dividend. The total amount of funds distributed via dividends reached EUR 15.2
million.
In addition, in the period covered by this report the Group has paid dividends to non-controlling shareholders in the
amount of EUR 4.5 million. In 2023 the Group has paid dividends to non-controlling shareholders in the amount of EUR
2.1 million.
The Group has paid a dividend to non-controlling interest of: AmRest Coffee s.r.o. in the amount of EUR 3.6 million, to
SCM Sp. z o. o. in the amount of EUR 0.7 million and to SCM Czech s.r.o. in the amount of EUR 0.2 million. The total
dividend paid to non-controlling interest amounted EUR 4.5 million.
Average period of payment to suppliers
Pursuant to Law 18/2022 of September 28, amending Law 15/2010 of July 5, which established measures against late
payment in commercial transactions, the information on the average period of payment to suppliers of AmRest and its
Spanish subsidiaries at 31 December 2024 and 2023 is as follows:
26

AMREST GROUP Director’s Report |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)

| 2024 | 2023
Number of days: |  |
Average payment period to suppliers | 39 | 41
Ratio of payments | 40 | 40
Ratio of outstanding invoices | 35 | 54
Millions of EUR: |  |
Total payments | 250.7 | 251.5
Outstanding invoices | 23.1 | 22.2
Amount payments < 60 days | 233.5 | 220.2
Other: |  |
Number of invoices paid < 60 days | 92,984 | 86,580
% Amount of payments made < 60 days out of the total payments | 93% | 88%
% Number of invoices paid < 60 days out of the total payments | 81% | 81%

The payments to suppliers of the Spanish consolidated companies reflected in the above table are trade payables as they
relate to goods and services.
Activity in Research and Development area
The Group wants to serve to its customers the highest quality products that are balanced in terms of taste and nutritional
composition. According to the business trends and customer needs, all brands operated by the Group have set up
departments focusing on new product development, as well as the improvement of the existing products.
Activities in this area include for example: market researches, the careful selection of ingredients and packaging, the
creation and preparation of new products, tastings followed by collection of customers feedbacks and, ultimately, the
launch of the final products.
In addition, the use of data analytics is having an increasing impact on business decisions and impacts firms’ innovation
processes. Automation, technology and data analytics tools to extract insights from data, enhance efficiency, visibility, and
the overall customer experience are core areas of research and development for AmRest.
Subsequent events
There were no significant subsequent events after the reporting date.
Factors impacting the Group’s development
AmRest considers that the factors listed below may have a significant effect on the Group’s future development and
results.
External factors
■ competitors – in terms of prices,
■ demographic changes,
■ consumer habits and trends (i.e. number of people using the restaurants), changes in consumer trust,
consumers’ disposable income and individual spending patterns,
■ changes in laws and regulations which impact the functioning of the restaurants and the employees,
■ changes in real estate rental costs and related costs,
■ changes in the prices of ingredients used to prepare meals and changes in the prices of packaging materials,
■ changes in the general economic and political environment in all countries where the business is run,
■ changes in legal and tax determinants,
■ adverse changes in the financial markets.
27

AMREST GROUP Director’s Report |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
Internal factors
■ acquiring and training the human resources necessary for the development of existing and new restaurant
networks,
■ securing attractive restaurant locations,
■ effective launch of new brands and products,
■ building an integrated information system.
Basic risks and threats the Group is exposed to
The Board of Directors of AmRest is responsible for the risk management system and the internal control system as well
as for reviewing these systems for operating efficiency. These systems help to identify and manage risks which may
prevent the execution of the long-term objectives of AmRest. However, having these safeguards in place does not ensure
completely against the risk of fraud or against breaking laws. The Board of Directors of AmRest is permanently analysing
and reviewing risks to which the Group is exposed. The main current risks and threats have been summarised in this
section. AmRest reviews and improves its risk management and internal control systems on an on-going basis.
AmRest has a Global Risk Inventory, considering the following 5 risk taxonomies: Operations/Infrastructure, Compliance,
Strategy and Planning, Governance and Reporting. Under these taxonomies, the AmRest' Global risk inventory considers
different categories of the risk.
Liquidity risk
Liquidity risk is defined as the risk of incurring losses resulting from the inability to meet payment obligations in a timely
manner when they become due or from being unable to do so at a sustainable cost. The Group is exposed to the risk of a
lack of financing at the moment of the maturity of bank loans.
As of 31 December 2024, t he Group has sufficient liquidity to fulfil its liabilities over the next 12 months.
The Group analyses liquidity needs with particular focus on the maturity of debt and proactively investigates various
forms of financing that could be utilized as needed.
Dependency on the franchisor
AmRest manages KFC, Pizza Hut, Burger King and Starbucks (in Romania, Bulgaria, Serbia, Germany and Slovakia) as
a franchisee, and therefore a number of factors and decisions related to the business activities conducted by AmRest and
the possibility of renewing or extending the duration of the franchise agreements, depend on the conditions (including
limitations or specifications) imposed by the franchisors or are subject to their consent.
Therefore, in relation to the duration of those agreements, the renewal is not automatic and AmRest cannot guarantee
that after the expiry of the initial periods of duration of the franchise agreements, which are typically ten years, a given
franchise agreement will be extended.
Dependency on cooperation with minority shareholders and Starbucks' call option
AmRest operates Starbucks restaurants in Poland, the Czech Republic and Hungary based on partnership agreements
with Starbucks Coffee International, Inc. The partnerships establishes that Starbucks Coffee International, Inc. is the
minority shareholder of companies operating Starbucks stores in mentioned countries. Therefore, some decisions as part
of the joint business activities are dependent on Starbucks’ consent.
Upon occurrence of an event of default, both AmRest and Starbucks (as the case may be, acting as non-defaulting
shareholder) will have the option to purchase all of the shares of the other shareholder (the defaulting shareholder) in the
terms and conditions foreseen in the corresponding agreements. In the event of a deadlock, Starbucks will have in the
first place, the option to purchase all the shares of AmRest. In the event of a change of control AmRest Holdings,
Starbucks will have the right to increase its participation in each of the companies up to 100%.
No exclusivity rights
International Franchise Agreements per se do not typically grant exclusivity rights to the franchisee in the relevant
territories. In order to secure exclusivity rights for a certain territory, franchisees aim to have either a master franchise
agreement or a development agreement with the franchisor. Currently, AmRest does not have master franchise
agreements or development agreements in all territories and cannot secure that it will have exclusivity on certain
territories.
28

AMREST GROUP Director’s Report |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
Risks related to the consumption of food products
Changes in consumer preferences arising from concerns over the nutritious properties of chicken, which is the main
ingredient in the KFC menu, or as a result of unfavourable information being circulated by the mass media concerning the
quality of the products, could pose a threat to the Group.
Also, the result of the disclosure of unfavourable data prepared by the competent authorities or a certain market sector in
relation to products served in AmRest restaurants and the restaurants of other franchisees of KFC, Pizza Hut, Burger
King, Starbucks, La Tagliatella, Blue Frog and Sushi Shop, could also pose a threat to the Group.
Furthermore, possible diseases (i.e. food poisoning), any health-related issues as a result of eating in AmRest
restaurants and restaurants of other franchisees of KFC, Pizza Hut, Burger King, Starbucks, La Tagliatella, Blue Frog and
Sushi Shop as well as issues related to the functioning patterns of one or more restaurants run by AmRest or the
competitors, could also pose a threat to the Group.
■ Food risks can result from a microbiological, chemical (formed during preparation like acrylamide e.g., burned
meat, dark brown fried French fries) or physical factors.
■ Risks associated with new technologies - that alter the characteristics of the food, such as genetic modification or
food irradiation, may change the composition of the food, replacing an existing or traditional method of food
production can also lead to a change in the levels of a hazard, such as the levels of pathogenic microorganisms.
■ Risks associated with allergenic foods - can range from mild to severe gastrointestinal effects, headaches,
respiratory problems or skin reactions to potentially life-threatening anaphylaxis.
■ Food poisoning (e.g., by incautious storage and preparation of food, contaminated food, or water).
■ Hormones or antibiotics in meat.
Risks related to key personnel turnover in the Group and increasing labour costs
AmRest´s success depends, to some extent, on the individual effort of selected employees and key members of
management.
Excessive turnover of employees and too frequent changes in managerial positions may pose a significant risk to the
stability and quality of the business activities.
Risk related to increase in the cost of commodities, raw material and goods
Increases in the cost of commodities, raw materials and goods can have an adverse impact on Group's operating profit
margins.
AmRest´s situation is also affected by the need to ensure frequent deliveries of fresh agricultural products and foodstuffs
and anticipating and responding to changes in supplies costs. Also the increased demand for certain products
accompanied by limited supply may lead to difficulties in obtaining these by the Group or to relevant price increases. The
product price increases may have an adverse effect on the Group‘s results, operations and financial standing.
Disruption in the supply chain
Disruption to supply of goods, or to logistics suppliers, resulting in limited access to essential supplies.
The Group cannot rule out the risk related to delivery shortage or interruptions caused by factors such as unfavourable
weather conditions, changes in legal regulations, problems with delivery infrastructure, reduction in available sources
withdrawing some foodstuffs from trading, third-party breach of transport obligations, key suppliers’ bankruptcy or lack of
alternative sources of supply.
The shortages may have an adverse effect on the Group‘s results, operations and financial standing.
Risks related to the incorporation of new business and failed openings of new restaurants
Opening or taking over restaurants operating in a new geographical and political area involves the risk of varying
consumer preferences, a risk of insufficient knowledge of the market, the risk of legal restrictions arising from local
regulations, the ability to obtain the permits required by relevant bodies, the possibility of delays in opening new
restaurants, and the political risk of these countries.
Currency risk
The results of AmRest are exposed to currency risk related to transactions and exchanges into currencies other than the
currency in which business transactions are measured in the individual Capital Group companies. The Group adjusts its
currency portfolio of debt to the geographical structure of its profile of activities.
29

AMREST GROUP Director’s Report |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
Risks related to the current geopolitical situation
The Company operates in regions with dynamic political climates, which can influence the economy through factors like
currency fluctuations, interest rates, liquidity, supply chain dynamics, and consumer confidence.
In 2024, sanctions, and regional conflicts, such as the Russia-Ukraine situation, have introduced market uncertainties.
These events have impacted global financial markets and consumer confidence, contributing to inflation due to higher
energy and commodity prices.
AmRest has developed a comprehensive Enterprise Risk Management framework to identify, assess and monitor risks.
This includes geopolitical risks to ensure the company is prepared for different scenarios and can adapt quickly to
changing environments.
Risk of increased financial costs
AmRest and its subsidiaries are exposed to a certain extent to adverse impact of interest rate fluctuations in connection
with obtaining financing which bears floating interest rates and investing in assets bearing floating interest rates. The
interest rates of bank loans and borrowings are based on a combination of fixed and floating reference rates which are
updated over periods shorter than one year.
Additionally, AmRest and its subsidiaries may, as part of the interest rate hedging strategy, enter into derivative and other
financial contracts, where the valuation of which is significantly affected by the level of reference rates.
Increases in the cost of energy and utilities
Most of the European markets are exposed to the risk of energy and utilities price increases, which may result in a direct
increase in the Group's operating costs.
Tax risk
In the process of managing and executing strategic decisions, which may affect the tax settlements, AmRest could be
exposed to tax risk. In the event of irregularities occurring in tax settlements it would increase the dispute risk in the case
of a potential tax control.
Credit risk
Exposure to credit risk include cash and cash equivalents and trade and other receivables. With the development of
franchise business, AmRest is getting exposed more to credit risk. Therefore the quality of the franchisees portfolio is a
key priority.
Risks of economic slowdowns
Economic slowdown in the countries where AmRest runs its restaurants may affect the level of consumption expenditure
in these markets, which in turn may affect the results of the AmRest restaurants operating in these markets.
Risk of system breakdowns and temporary breaks in serving customers in restaurants
Risk of systems failures and communication network failures, as well as the potential partial or complete loss of data in
connection with system breakdowns or damage or loss of key tangible fixed assets of the Group might result in temporary
interruptions in serving customers in restaurants, which might have an adverse effect on the Group’s financial results.
Risk of an inadequate security protection of our data and IT systems and lack of capabilities to respond to
cybersecurity threats
The Group’s operations are supported by a wide variety of IT systems, including point-of-sale systems, electronic
ordering platforms, supply-chain management systems and finance and controlling tools. Consequently, the Group is
exposed to the risk of temporary operational disruption, data integrity risk and/or unauthorized access to confidential data,
which may be a result of cyberattacks.
Global crisis and disruption
The potential occurrence of global disasters, such as health epidemics, economic crises, energy crises, extreme weather
events, or other critical events creates a risk of disruption the Group’s business, industry and economies where the Group
operates and could impact the Group's day to day business concerns.
Likewise, a potential adverse impact on the Group's image or brands may deteriorate its perception with the different
stakeholders.
Adverse regulatory change or evolution
Failure to anticipate, identify and respond to new regulation that may result in fines, litigations and/or the loss of operating
licenses or other restrictions.
30

AMREST GROUP Director’s Report |  |
for the year ended 31 December 2024 |  |

(all figures in EUR millions unless stated otherwise)
Loss of market share due to a volatile customer trends or an increase in competition
Failure to anticipate or respond to competitors leads to a loss of market share for the Group and failure to anticipate or
address consumer's preferences in the Group's products, services, or channels.
Risk related with ESG
Inadequate management of environmental, social and governance (“ESG”) aspects in own operations and non-
compliance with the current regulatory framework can lead to reputational, financial or operational consequences.
Additionally, non-sustainable practices by suppliers may create supply chain vulnerabilities and affect brand reputation.
AmRest developed the Global Sustainability Strategy and implemented an effective governance structure of ESG matters
to mitigate these risks and ensure resilience in short and long term time perspective. The Strategy consists of three
pillars: Food, People and Environment, and applies to all AmRest employees and executives across each brand operated
by AmRest in every geography where the Company is present.
The statements contained in this Director’s Report may contain certain forward-looking statements relating to the Group
that are based on the beliefs of the Group’s management as well as assumptions made by and information currently
available to the Group’s management and are not a guarantee of future performance or developments. These forward-
looking statements are, by their nature, subject to significant risks and uncertainties. The Group does not intend to update
or otherwise revise such forward-looking statements, whether as a result of new information, future events or otherwise.
Reliance on any forward-looking statements involves known and unknown risks and uncertainties and, accordingly,
readers are strongly cautioned to not place reliance on any forward-looking information or statements.
Consolidated Statement
of Non-Financial Information
and Sustainability Information
AmRest Group
26 February 2025
Contents

General Information ............................................................................................................................................................................... | 35
Environmental Information .................................................................................................................................................................... | 77
Taxonomy disclosure ............................................................................................................................................................................. | 78
Social Information .................................................................................................................................................................................. | 112
Governance Information ........................................................................................................................................................................ | 137
ANNEX I. Law 11/2018 indicators ....................................................................................................................................................... | 153
ANNEX II. Independent verification opinion ....................................................................................................................................... | 168

General Information
* In Spain, AmRest Holdings, SE is reporting under CSRD on a voluntary basis due to the lack of transposition as of the publication of this report.
36

AMREST GROUP Consolidated Statement of Non-Financial Information and Sustainability Information |  |
for the year ended 31 December 2024 |  |

The Consolidated Statement of Non-Financial Information and Sustainability Information of AmRest Holdings SE for 2024
outlines the Company’s management, performance, and strategic planning of the key sustainability issues. The main
objective of this document is to provide a transparent description of AmRest's efforts to maintain the required standards in
its day-to-day operations concerning the industry in which it operates and towards the groups of people identified as the
Group's stakeholders.
AmRest Group has been operating in the market since 1993. It is currently one of the largest restaurant operators in
Europe and has presence in China. The growth results from a business model that includes franchised restaurants and
equity restaurants and acquisition of stores. The Group employs more than 45,000 people in 22 countries around the
world.
ESRS 2 General Disclosures
BP-1 General basis for the preparation of the sustainability statement [3, 5a, 5bi, 5c, 5d, 5e]
BP-2 Disclosures in relation to specific circumstances [9, 10, 11bii, 12, 13, 14, 16, 17]
Basis for preparation
This Statement is an independent part of the Consolidated Directors' Report for 2024 and its scope in terms of entities
covered herein is the same as the entities covered in AmRest’s consolidated financial statements for 2024. The
companies included in the sustainability reporting can be found in the financial statements for 2024, note 2.
AmRest Group, as a listed company, has been subject to a legal obligation to report annually on the results of its
management of environmental, social, and governance ("ESG") matters since 2017. While preparing the Statement, the
Group has considered the significant impacts, risks, and opportunities associated with its direct and indirect business
relationships in the upstream and downstream value chain.
This report is a Consolidated Statement of Non-financial Information and Sustainability Information prepared by AmRest
Holdings SE according to the Royal Decree-Law 11/2018 of 28 December, relating to non-financial information and
diversity, and following the Global Reporting Initiative as methodological guideline when presenting the information. It also
contains EU Taxonomy disclosures. Reporting on the EU Taxonomy is mandatory under Regulation (EU) 2020/852 of the
European Parliament and of the Council of 18 June 2020.
As of 31 December 2024, AmRest operated 2,099 equity and franchised restaurants and coffee houses in 22 countries,
and the Group's registered office was Paseo de la Castellana 163 (10th floor), 28046 Madrid, Spain.
In addition, this document provides a response to the European Sustainability Reporting Standards ("ESRS") as a way of
fulfilling the requirements of the Corporate Sustainability Reporting Directive ("CSRD"). *
About the report
AmRest’s Consolidated Statement of Non-Financial Information and Sustainability Information is a public document and
may be consulted on the following website: www.amrest.eu
The reporting scope covers the period from 1 January 2024 to 31 December 2024. Unless stated otherwise, all the data
is presented as of 31 December 2024.
For the purposes of this document, the following should be understood to mean the same: AmRest Holdings SE, AmRest,
the AmRest Group and the Group.
The qualitative and quantitative information included in the report have undergone external assurance conducted by an
independent entity, PricewaterhouseCoopers Auditores, S.L. The Independent verification opinion can be found in Annex
II.
AmRest has used various calculation methods to accurately represent the Group’s performance and impact. The
Company’s approach guarantees that the information provided is accurate, reliable, and meaningful to the stakeholders.
In instances where precise data is unavailable, AmRest employs well-founded estimates to fill the gaps. These estimates
are derived from robust methodologies and are clearly defined, allowing readers to understand the context and sources of
the information presented in this report.
Table. List of indicators that includes estimations [ESRS 2/11a, 11b]

Topic | Disclosure Requirement | Data gap | Estimation source | Page
E1 | E1-5 Energy consumption and mix | December data not available due to the extended period of submission of invoices by third-parties | Historical data, considering the change in the number of transactions and the average annual utilities consumption during the period from January to November 2024 | 97
E1 | E1-6 Gross Scopes 1, 2, 3 and Total GHG emissions | Scope 3 was calculated for the first time in AmRest history, some of the data was not available on time | Details on the estimations method are presented in the table "Emission factors used in carbon footprint calculation" | 98
E3 | E3-4 Water consumption | Data from landlords | In case where water supply is managed by the facility landlord and there is no evidence of water consumption, assumptions have been made based on historical data. | 105

37

AMREST GROUP Consolidated Statement of Non-Financial Information and Sustainability Information |  |
for the year ended 31 December 2024 |  |

Topic | Disclosure Requirement | Data gap | Estimation source | Page
E3 | E3-4 Water consumption | December data not available due to the extended period of submission of invoices by third-parties | Historical data, considering the change in the number of transactions and the average annual utilities consumption during the period from January to November 2024 | 105
E5 | E5-5 Resource outflows | December data not available due to the extended period of submission of invoices by third-parties | Historical data, considering the change in the number of transactions and the average annual utilities consumption during the period from January to November 2024 | 110-111

During this reporting period, AmRest did not exercise the option to omit any specific information pertaining to intellectual
property, know-how, or the results of innovation. All relevant information was disclosed comprehensively, ensuring full
transparency in the Company's reporting. [BP-1/5d]
AmRest adheres to the transitional provisions outlined in the ESRS for its sustainability reporting. When complete
information about the upstream and downstream value chain is not available, AmRest explains the efforts made to
acquire this information, the challenges encountered, and the plans to obtain it in the future. Currently, AmRest has used
in this report only internal information related to policies, actions, and targets.
During this reporting period, AmRest did not exercise any exemption from disclosure regarding impending developments
or matters in the course of negotiation. There were no events or circumstances that required the use of this exemption.
[BP-1/5e]
Since the financial year 2024 is the first year of application of the CSRD, AmRest has adhered to: [BP-2/10]
■ ESRS 1 10.2. Transitional provision related to Chapter 5 Value chain.
■ ESRS 1 10.3. Transitional provision related to section 7.1. presenting comparative information.
As AmRest average annual employment count exceeds 750 people, the Company decided to omit some information, in
line with Appendix C of ESRS 1.
Table. Omitted information [BP-2/17]

ESRS | Disclosure Requirement | Full name of the Disclosure Requirement | Phase-in or effective date (including the first year) | AmRest Approach
ESRS 2 | SBM-1 | Strategy, business model and value chain | The undertaking shall report the information prescribed by ESRS 2 SBM-1 paragraph 40(b) (breakdown of total revenue by significant ESRS sector) and 40(c) (list of additional significant ESRS sectors) starting from the application date specified in a Commission Delegated Act to be adopted pursuant to article 29b(1) third subparagraph, point (ii), of Directive 2013/34/EU. | The effective date is not available since the Commission Delegated Act pursuant to article 29b(1) third subparagraph, point (ii), of Directive 2013/34/EU has not been adopted.
ESRS 2 | SBM-3 | Material impacts, risks and opportunities and their interaction with strategy and business model | The undertaking may omit the information prescribed by ESRS 2 SBM-3 paragraph 48(e) (anticipated financial effects) for the first year of preparation of its sustainability statement. The undertaking may comply with ESRS 2 SBM-3 paragraph 48(e) by reporting only qualitative disclosures for the first 3 years of preparation of its sustainability statement, if it is impracticable to prepare quantitative disclosures. | The Company adheres to the available omission for the first year of preparation.
ESRS E1 | E1-9 | Anticipated financial effects from material physical and transition risks and potential climate-related opportunities | The undertaking may omit the information prescribed by ESRS E1-9 for the first year of preparation of its sustainability statement. The undertaking may comply with ESRS E1-9 by reporting only qualitative disclosures for the first 3 years of preparation of its sustainability statement, if it is impracticable to prepare quantitative disclosures. | The Company adheres to the available omission for the first year of preparation.
ESRS E3 | E3-5 | Anticipated financial effects from water and marine resources-related impacts, risks and opportunities | The undertaking may omit the information prescribed by ESRS E3-5 for the first year of preparation of its sustainability statement.The undertaking may comply with ESRS E3-5 by reporting only qualitative disclosures, for the first 3 years of preparation of its sustainability statement. | The Company adheres to the available omission for the first year of preparation.
ESRS E4 | E4-6 | Anticipated financial effects from biodiversity and ecosystem-related impacts, risks and opportunities | The undertaking may omit the information prescribed by ESRS E4-6 for the first year of preparation of its sustainability statement. | The Company adheres to the available omission for the first year of preparation.
ESRS E5 | E5-6 | Anticipated financial effects from resource use and circular economy-related impacts, risks and opportunities | The undertaking may omit the information prescribed by ESRS E5-6 for the first year of preparation of its sustainability statement. The undertaking may comply with ESRS E5-6 by reporting only qualitative disclosures, for the first 3 years of preparation of its sustainability statement. | The Company adheres to the available omission for the first year of preparation.

38

AMREST GROUP Consolidated Statement of Non-Financial Information and Sustainability Information |  |
for the year ended 31 December 2024 |  |

ESRS | Disclosure Requirement | Full name of the Disclosure Requirement | Phase-in or effective date (including the first year) | AmRest Approach
ESRS S1 | S1-7 | Characteristics of non- employee workers in the undertaking’s own workforce | The undertaking may omit reporting for all datapoints in this Disclosure Requirement for the first year of preparation of its sustainability statement. | The Company adheres to the available omission for the first year of preparation.
ESRS S1 | S1-11 | Social protection | The undertaking may omit the information prescribed by ESRS S1-11 for the first year of preparation of its sustainability statement. | The Company adheres to the available omission for the first year of preparation.
ESRS S1 | S1-14 | Health and safety | The undertaking may omit the data points on cases of work-related ill-health and on number of days lost to injuries, accidents, fatalities and work-related ill health for the first year of preparation of its sustainability statement. | The Company adheres to the available omission for the first year of preparation for those data points related to cases of work-related ill-health and on number of days lost to injuries, accidents, fatalities and work- related ill health.
ESRS S1 | S1-14 | Health and safety | The undertaking may omit reporting on non- employees for the first year of preparation of its sustainability statement. | The Company adheres to the available omission for the first year of preparation.
ESRS S1 | S1-15 | Work-life balance | The undertaking may omit the information prescribed by ESRS S1-15 for the first year of preparation of its sustainability statement. | The Company adheres to the available omission for the first year of preparation.

* More information about AmRest’s products can be found in Consolidated Financial Report 2024.
39

AMREST GROUP Consolidated Statement of Non-Financial Information and Sustainability Information |  |
for the year ended 31 December 2024 |  |

Strategy and Business model
SBM-1 Strategy, business model, and value chain [40, 40ai, 40aii, 40aiii, 40b, 40c, 40e, 40f, 40g, 42, 42a, 42b, 42c]
AmRest is a leading European listed restaurant operator and master franchisor managing some of the world’s most
popular and well-recognized restaurant brands across 22 countries including: Andorra, Austria, Belgium, Bulgaria, China,
Croatia, Czech Republic, France, Germany, Hungary, Luxembourg, Poland, Portugal, Romania, Saudi Arabia, Serbia,
Slovakia, Slovenia, Spain, Switzerland, United Arab Emirates and the United Kingdom. The key markets representing the
biggest number of equity restaurants are the Czech Republic, France, Germany, Hungary, Poland, and Spain (presented
in alphabetic order).
The Group’s portfolio consists of four franchise brands: KFC, Pizza Hut, Starbucks, and Burger King, and four proprietary
brands: La Tagliatella, Sushi Shop, Blue Frog, and Bacoa. Furthermore, the Company acts as a master franchisee for
Pizza Hut Delivery and Pizza Hut Express, in Central and Eastern Europe, holding the right to sub-license these brands
to third parties.
Table. AmRest geographical presence and types of business (self-owned/franchise) [40i,40ii]

Country | Restaurant count (total) | Self-owned restaurants | Franchise restaurants
Andorra | 2 | - | 2
Austria | 2 | 2 | -
Belgium | 8 | - | 8
Bulgaria | 27 | 27 | -
China | 87 | 77 | 10
Croatia | 10 | 10 | -
Czech Republic | 240 | 240 | -
France | 205 | 168 | 37
Germany | 173 | 173 | -
Hungary | 164 | 161 | 3
Luxembourg | 3 | 3 | -
Poland | 660 | 645 | 15
Portugal | 4 | 4 | -
Romania | 73 | 73 | -
Saudi Arabia | 5 | - | 5
Serbia | 26 | 26 | -
Slovakia | 25 | 25 | -
Slovenia | 1 | 1 | -
Spain | 356 | 199 | 157
Switzerland | 11 | 11 | -
United Arab Emirates | 12 | - | 12
United Kingdom | 5 | 4 | 1
Total | 2,099 | 1,849 | 250

The Company employs 45,259 people in total, including 42,904 restaurant employees and 2,355 office employees.
Details on the Group’s employment can be found in Social Information chapter. [ESRS 2/40aiii]
AmRest restaurants provide on-site catering, takeaway, and drive-through services at dedicated locations and deliveries
of orders placed online or by phone *. Diversifying service channels and continuously enhancing takeaway and delivery
capabilities have been crucial to the Company’s development actions to adapt quickly and meet consumers' new habits.
40

AMREST GROUP Consolidated Statement of Non-Financial Information and Sustainability Information |  |
for the year ended 31 December 2024 |  |

AmRest's strategic approach, executed by a highly experienced leadership team, integrates key operational pillars,
including not only restaurants and franchising but also other food services, sustainability, and digital capabilities. The
Company's strategy is to develop an adaptable business model focused on long-term profitable and sustainable growth.
This comprehensive framework enables the Company to effectively navigate the dynamically changing business,
environment, economies, and consumer landscapes across the markets while gaining the trust and loyalty of its
stakeholders.
As restaurants are the core of AmRest’s business model, the Company focuses on various activities related to
operational excellence and building profitability in every unit. These elements are supported by integrated supply chain
systems, which allow control over high-quality standards by implementing relevant policies and procedures. This
approach enables the Company to guarantee high-quality products with attractive value-for-money offers, making the
model more competitive. At the same time, the Company promotes sustainable practices across its value chain. While
striving to reduce its environmental impact and promote responsible sourcing, the Group engages with the communities,
particularly in the areas where its impact is most significant.
Given the global advancement of digitalization, AmRest has continuously invested in technical solutions. The Company
has been implementing innovative technologies to optimize operations, enhance the ordering process, and increase the
availability of delivery services. An integrated approach driven by digital solutions strengthens the resilience of the
AmRest business model to enable further profitable and sustainable growth.
Table. AmRest strategic pillars and value creation [ESRS 2/42a, 42b]

Strategic pillar | Description | Value creation
Input | Output
Food services | AmRest’s end-to-end food service must be sustainable and deliver excellence in margin, innovation, and quality. It must also serve guests to the highest standards and deliver commercial value. | Raw materials secured by supply chain management | Food products
Restaurant Operations | Every single restaurant should provide excellent experience to the guests and, at the same time, have a healthy, profitable business model. | Human capital secured through HR processes | Sales and customer service
Franchising | Successful franchising demands a clear strategy, robust business model, market know-how, and great brands. AmRest gives its partners the confidence and stability of working with a worldwide franchisor. | Brands developed by partnerships with franchisors and franchisees | Profitability
Online & delivery | Digital has become an integral part of AmRest’s customers’ journey and one of the Company’s strategic growth pillars. The Group believes that by providing exceptional customer experience, it can be ahead of the game. Therefore, it continues to drive for a seamless, personalized, omnichannel experience for all customers. | Logistics and delivery secured by own and external channels | Customer satisfaction

AmRest’s commercial dynamics result from a customer-centric culture of service excellence and continuous client
feedback. AmRest employees are passionate professionals aligned on a common goal: to win customers' loyalty. The
delivery of this value proposition is underpinned by the continuous strengthening of the Company’s financial profile.
AmRest expects all employees to embody the Company's dedication to excellence in service. Brand positioning in each
country, customer rating, along with a deep analysis of any complaint received, are the key indicators for achieving this
strategic objective and correcting any possible deviations.
41

AMREST GROUP Consolidated Statement of Non-Financial Information and Sustainability Information |  |
for the year ended 31 December 2024 |  |

Efficient adaptation to the changing tastes and needs of the customers, operational improvements, and innovation have
become the key aspects of the Group’s development. AmRest’s objective is to guarantee that each of the 30 million
customers who visit its restaurants each month is presented with an attractive, relevant, and competitive offer, particularly
considering the growing digitalisation of the customers' preferences.
The Company’s revenues: 2,556.3 mEUR (see: note 6 in the Consolidated Financial Statement). AmRest does not derive
any revenues related to the fossil fuels sector (coal, oil, and gas), chemical production, controversial weapons, cultivation,
and production of tobacco.
There were no significant changes in products, markets and customers served during the reporting period.
Table. Disclosure of information about key elements of general strategy that relate to or affect sustainability matters*
[SBM-1/40e]

Elements of the business strategy related to sustainability issues | Description
Groups of services offered | •On-site catering /Dine in •Take-away •Drive through •Delivery
Markets served (equity business) | • Central and Eastern Europe (“CEE”), • Western Europe (“WE”), • China
Number of employees by geographical areas | 45,259 More information about the employment can be found in the Social Information chapter.
Products/services subject to bans/sanctions | No products or services offered by AmRest are banned or subject to sanctions

* Further information regarding AmRest sustainability efforts is described in section AmRest’s Global Sustainability Strategy. [SBM-1/40e]
AmRest has not defined sustainability-related goals regarding significant groups of products and services, customer
categories, geographical areas, and relationships with stakeholders. Consequently, the Group has not conducted an
assessment of the related goals. The Company plans to define such goals under the revised AmRest Global
Sustainability Strategy, which will be implemented in the medium-term time horizon.
Value chain
SBM-1 Strategy, business model, and value chain. [42c]
AmRest’s value chain requires attention at all levels, as each is crucial for the Company's optimal performance.
The upstream value chain encompasses all the activities related to sourcing and procuring raw materials and services
needed for the operations. Downstream operations refer to all the activities that occur after the production of the food
products. This encompasses end users of the products, defined as customers visiting the Group’s own and franchised
restaurants, as well as business partners. This category includes franchisees, and last-mile deliveries.
Details on the management of the relations with suppliers can be found in the Governance Information chapter, section
"Management of relationships with suppliers".
42

Consolidated Statement of Non-Financial Information and Sustainability Information |  |
for the year ended 31 December 2024 |  |

Infographic. AmRest Group’s Value Chain [ESRS 2/ 42a, c]

AmRest Group’s Value Chain
Upstream | Own operations | Downstream
Farming Food processing | Food and packaging supplies (direct) | Non-food related supplies (indirect) | Restaurant operations | Sales and customer services | Franchising
Meat, fish and seafood supplies | Energy and operating supplies | Food processing (Central Kitchen) | Marketing communication |
Dairy | Renting spaces | Administrative and functional support (offices) | Last-mile delivery (fleet and aggregators) |
Fruits and vegetables | Property and construction services |
Coffee | IT services |
Flour and crops | Consulting |
Packaging |
Distribution and logistics |
Affected stakeholders
• Environment (silent stakeholder) | • Environment (silent stakeholder) | • Customers
• Franchisors | • Employees | • Environment (silent stakeholder)
• Local communities | • Local communities | • Investor community
• Regulatory bodies | • Workers’ union | • Local communities
• Suppliers | • Local government
• Workers in the value chain | • Workers in the value chain

43

AMREST GROUP Consolidated Statement of Non-Financial Information and Sustainability Information |  |
for the year ended 31 December 2024 |  |

Sustainability strategy
The Group has integrated responsible practices into its daily operations within the AmRest Global Sustainability Strategy
framework.
The Strategy is based on global sustainability standards (e.g., the United Nations Sustainable Development Goals),
benchmarks, and trends and reflects the existing and forthcoming legislation applying to Environmental, Social, and
Governance aspects (“ESG”).
It consists of three pillars – Our Food, Our People, and Our Environment – and applies to all AmRest employees and
executives across each brand operated by AmRest and in every geography where the Company is present.
Responsibility for the implementation on an ongoing basis of the AmRest Global Sustainability Strategy belongs to the
respective members of the AmRest Senior Management (Pillar Owners):
■ Food Services President (Our Food)
■ Chief People Officer (Our People)
■ Chief Operations Officer (Our Environment)
The Pillar Owners provide quarterly updates on implementing the AmRest Sustainability Strategy to the Sustainability,
Health and Safety Board Committee and to the Audit and Risk Board Committee. [GOV-2/26a]
Table. Key pillars of AmRest Global Sustainability Strategy

Pillar | Key areas of focus
Our Food | Responsible sourcing | Nutrition and balanced choice | Food safety
Our People | Fair employment practices | Diversity & Equality | Social engagement
Our Environment | Circular economy | Climate change

AmRest Global Sustainability Strategy was developed in 2021 and has not been aligned with the double materiality
assessment ("DMA") results. In 2024, the Company launched the strategy revision process to address the Impacts,
Risks, and Opportunities (“IROs”) generated during the double materiality assessment and set targets related to them.
The process is planned to be completed in the short term horizon.
Stakeholder dialogue
SBM-2 Interests and views of stakeholders [45a, 45ai, 45aii 45aiii, 45aiv, 45av, 45b, 45c, 45d]
Stakeholder engagement has been crucial for AmRest's corporate sustainability and social responsibility efforts. The
Company regularly conducts a dialogue with its key stakeholders, including employees, customers, suppliers, investors,
and local communities. This helps the Company understand and incorporate stakeholder needs and expectations into its
business practices. [ESRS 2/45av, b-d]
44

AMREST GROUP Consolidated Statement of Non-Financial Information and Sustainability Information |  |
for the year ended 31 December 2024 |  |

Table. Key stakeholder group and engagement practices

Stakeholder group | Engagement practices | Purpose | Outcomes taken into account in the Company strategic planning | Function responsible for contact | Reporting to Senior Management and Board of Directors
EMPLOYEES | Strategic documents, policies, and guidelines; Opinion and satisfaction surveys; Routine communication; Trainings; Direct meetings; AmRest website. | ■ Ensuring execution of the Company's standards and expectations on business conduct ■ Strengthening loyalty and retention of the employees ■ Building occupational Health & Safety culture ■ Increasing understanding of the Company’s business model and operations ■ Promoting sustainability and corporate responsibility | ■ Action Plans for the departments based on the Barometer results ■ Community engagement initiatives in restaurant neighbourhoods | Chief People Officer | Quarterly
CUSTOMERS | Direct contact with employees in restaurants and cafés; Loyalty programs; Information in traditional, social, and online media; Marketing campaigns; Customer feedback mechanisms; | ■ Building awareness of the brands, products and services ■ Collecting customer feedback ■ Building customer loyalty and trust ■ Promoting sustainability and corporate responsibility | ■ Advertising plans and strategies ■ Product innovation ■ Customer Care services | Chief Marketing Officer Brand Leaders (brand-specific) | Regular business reviews

45

AMREST GROUP Consolidated Statement of Non-Financial Information and Sustainability Information |  |
for the year ended 31 December 2024 |  |

Stakeholder group | Engagement practices | Purpose | Outcomes taken into account in the Company strategic planning | Function responsible for contact | Reporting to Senior Management and Board of Directors
SUPPLIERS | Direct contact with Company’s representatives; Strategic documents, policies, and guidelines; Audits and assessments; AmRest website; Routine communication; Information in traditional and online media; Supplier Innovation; Supplier Forums, recognition and awards for top suppliers. | ■ Strengthening relationship ■ Promoting sustainability and the Company's responsibility practices ■ Mitigating risks ■ Ensuring compliance with the Company's standards and expectations on business conduct ■ Sharing knowledge of Company's business performance ■ Fostering a culture of co- creation and innovation ■ Motivating suppliers to consistently meet or exceed expectations and strengthen long-term partnerships ■ Building a community of engaged and forward-thinking suppliers | ■ Improvements of quality and safety of products ■ Mitigation of risks associated with supply chain inefficiencies or non-compliance ■ Responsible and ethical sourcing standards ■ New innovative products or processes that differentiate AmRest in the market ■ Improved supplier performance and commitment ■ Reinforced supplier loyalty, reducing risk of disruption | Food Services President | Quarterly
INVESTORS AND INVESTOR COMMUNITY | Reports and statements (annual and periodic); AmRest website; Investor Relations Events; Routine communication; Direct contact with Company’s representatives; | ■ Building trust and reputation ■ Strengthening relationship ■ Promoting sustainability and Company's responsibility practices ■ Fostering transparency ■ Ensuring regulatory compliance | ■ Brand and markets strategies ■ Reporting obligations | Chief Financial Officer | Quarterly

46

AMREST GROUP Consolidated Statement of Non-Financial Information and Sustainability Information |  |
for the year ended 31 December 2024 |  |

Stakeholder group | Engagement practices | Purpose | Outcomes taken into account in the Company strategic planning | Function responsible for contact | Reporting to Senior Management and Board of Directors
LOCAL COMMUNITIES | Direct contact with Company’s representatives; Voluntary and charity activities; AmRest website; Information in traditional and online media. | ■ Engaging in local community matters and support through charity and social actions ■ Building trust and reputation ■ Promote sustainability and Company's responsibility practices ■ Sharing knowledge of Company's local operations | ■ Community relations | External Communications and Corporate Affairs Director | Annually
REGULATORS | Reports and statements (annual and periodic); AmRest website; Participation in industry organizations and consultations | ■ Maintaining standards of Corporate Governance ■ Ensuring regulatory compliance ■ Fostering transparency | ■ Compliance and reporting obligations | General Counsel | Quarterly

47

AMREST GROUP Consolidated Statement of Non-Financial Information and Sustainability Information |  |
for the year ended 31 December 2024 |  |

Navigating the dynamic business environment of the restaurant sector requires agility and innovation to meet evolving
consumer preferences and regulatory standards while ensuring sustainable practices, which AmRest is constantly
searching for. AmRest identifies several factors that may significantly impact its future development and business model:
[SBM-2 45 c]
■ Economic Conditions: Economic fluctuations, including changes in consumer spending and inflation rates,
affect the company’s performance. AmRest needs to be agile in responding to economic challenges and
opportunities.
■ Regulatory Environment: Compliance with local and international regulations, including food safety standards
and labour laws, is essential. Changes in regulations impact operational costs and processes.
■ Supply Chain Management: Efficient and ethical supply chain management is vital for ensuring product quality
and sustainability. Disruptions in the supply chain affect the availability and cost of ingredients.
■ Technological Advancements: Embracing digital transformation and technological innovations can enhance
customer experience and operational efficiency. Staying ahead in technology adoption is important for long-term
success.
Material impacts, risks and opportunities
SBM-3 - Material impacts, risks and opportunities and their interaction with strategy and business model [48a, 48b,
48c(i), 48c(ii), 48c(iii), 48c(iv), 48d, 48f]
AmRest addresses the essential disclosure requirements that provide insight into how the Company has identified and
managed the material impacts, risks, and opportunities inherent to its operations. Using a double materiality approach,
the aim is to offer a clear overview of the assessment process undertaken, emphasizing how these critical factors
influence and underpin the corporate strategy and business model. This process includes a thorough analysis of
AmRest's business from the perspective of restaurant operations and value chain.
In 2024 Group completed a double materiality assessment, which provides an understanding of the material impacts,
risks, and opportunities. The identified aspects influence the adaptation of the strategy and business model and the
allocation of resources. This process has brought significant value to the management of sustainability topics.
Regarding the time horizons for the potential material IROs identified, AmRest used the deadlines established by the
directive in ESRS 1 as a baseline.
AmRest followed the naming of ESRS topics given in the relevant legal acts during the process, but the ESRS sub-topic
titles were adjusted, merging or specifying the scope. In the table below, the Company provides traceability between the
regulatory and own names to ensure clarity on the perception of the results.
Table. Traceability between ESRS topics, sub-topics and AmRest own naming

ESRS topics | ESRS Sub-topic | AmRest Sub-topic
E1 Climate change | Energy | Energy
Climate change adaptation | Climate change adaptation and mitigation
Climate change mitigation
E2 Pollution | Pollution of air | Pollution
Pollution of soil
Substances of concern
E3 Water and marine resources | Water | Water resources
Marine Resources | Habitat degradation and intensity of pressure on marine resources
E4 Biodiversity and ecosystems | Direct impact drivers of biodiversity loss | Biodiversity loss in the value chain
Impacts on the extent and condition of ecosystem
E5 Resource use and circular economy | Resources inflows, including resource use | Efficient resource and waste management
Resource outflows related to products and service | Organic Waste
Waste

48

AMREST GROUP Consolidated Statement of Non-Financial Information and Sustainability Information |  |
for the year ended 31 December 2024 |  |

ESRS topics | ESRS Sub-topic | AmRest Sub-topic
S1 Own workforce | Working conditions | Working conditions
Equal treatment and opportunities for all | Equal treatment and opportunities for all
Other work-related rights | Human rights, fundamental freedoms, democratic principles
S2 Workers in the value chain | Working conditions | Workers in the value chain
Equal treatment and opportunities for all
Other work-related rights
S3 Affected Communities | Communities’ economic, social and cultural rights | Communities economic, social and cultural rights and development
Communities’ civil and political rights
S4 Consumers and end- users | Information-related impacts for consumers and/or end- users | Consumer experience and information
Personal safety of consumers and/or end-users
Social inclusion of consumers and/or end-users
Entity-specific | Food services excellence
G1 Business Conduct | Animal welfare | Animal welfare
Management of relationships with suppliers including payment practices | Responsible sourcing
Corporate culture | Corporate governance
Protection of whistle-blowers
Corruption and bribery
Entity-specific | Data protection and Cybersecurity

The material impacts, risks, and opportunities (IROs) identified through this double materiality assessment include:
E1 Climate Change.
For climate change, 17 IROs were identified, categorized as six impacts, eight opportunities, and three risks, distributed
across two sub-topics: energy and climate change mitigation and adaptation.
The energy sub-topic focuses on managing energy efficiency and the financial impacts of direct and indirect energy
consumption. As a result of their assessment, the following IROs were identified:
■ Risks:
o Financial losses due to volatile energy prices in the market. This risk affects AmRest’s own businesses,
suppliers, and customers.
■ Impacts:
o High dependence on traditional energy sources for electricity. This impact is linked to AmRest’s strategy
and has a short-term horizon.
o Improvements in energy efficiency across all brands through initiatives such as installing energy-efficient
equipment and solar panels. This impact also ties to AmRest’s strategy and has a short-term horizon.
■ Opportunities:
o Increase renewable energy consumption due to the change of energy suppliers.
o Access to financing from the European Union for the energy transition. This opportunity affects both
AmRest’s own businesses and suppliers.
o Signing a Power Purchase Agreement (PPA) contract to stabilize energy costs over time. This
opportunity directly impacts AmRest’s operations and indirectly affects suppliers within the value chain.
o Promoting the usage of low-emission vehicles, such as electric or hybrid vehicles. This opportunity has
implications for the entire value chain.
49

AMREST GROUP Consolidated Statement of Non-Financial Information and Sustainability Information |  |
for the year ended 31 December 2024 |  |

Climate change mitigation and adaptation. This area reflects AmRest’s commitment to reducing greenhouse gas
emissions and implementing measures to minimize climate-related impacts and optimize operations:
■ Risks:
o Economic sanctions related to non-compliance with the decarbonization goals imposed by the UE
Regulation (Paris Agreement). It affects AmRest´s own operations and its value chain.
o Increasing temperatures in cities due to climate change result in greater energy consumption. This
directly affects AmRest´s operations.
■ Impacts:
o Increased awareness among employees about climate change, including the adaptation and mitigation
measures implemented by AmRest. This impact is linked to AmRest’s strategy and has a short-term
horizon (within the next two years).
o Increased awareness of the need of clearly defined environmental strategy. This impact also ties to
AmRest’s business strategy and has a short-term horizon.
o Reduction of GHG emissions thanks to the implementation of energy efficiency measures (energy mix,
inclusion of electric vehicles in the transport fleet). This impact is connected to AmRest’s business
strategy and has a medium-term horizon (two to five years).
o Loss of reputation and competitive position because of a failure to define and implement the ESG
strategy and communication plan of the Group. This impact is linked to AmRest’s business strategy and
has a long-term horizon.
■ Opportunities
o Define a decarbonization strategy engaging third-party logistics. This opportunity impacts the value
chain.
o Define green energy purchasing requirements in AmRest operations. This opportunity impacts AmRest’s
operations and suppliers.
o Access to EU funding for energy transition due to a higher percentage of alignment with EU taxonomy.
This opportunity impacts AmRest’s operations and suppliers.
o Define requirements for using green vehicles in the fleet managed by third parties, which may impact the
carbon footprint (E.g., last-mile delivery). This opportunity affects the entire value chain.
E3. Water and marine sources.
Focused on sustainable water use and minimizing pressures on marine ecosystems across the value chain.
■ Risks:
o Lack of water usage strategy considering stress areas as a result of climate change.
o Financial fines and operational restrictions for not meeting new legal requirements relating to water
management.
o Increased demand for fish causing overfishing and higher prices.
■ Impact:
o Lower water usage related to installing low-consumption restaurant equipment (toilets, special plugs).
This impact is linked to AmRest’s strategy and has a short-term horizon.
o Strengthen fish procurement requirements related to the promotion of sustainable fishing practices
resulting in certified/sustainable supply of whitefish and salmon.
■ Opportunities:
o Use of rainwater/grey water in AmRest operations (e.g. cleaning).
E4. Biodiversity and ecosystems.
Aimed at mitigating biodiversity loss throughout the value chain, focusing on sustainable agricultural practices. Three
IROs were identified, with only one resulting as material:
■ Risks:
o Non-compliance with the relevant laws regarding biodiversity resulting from purchases of controversial
products from foreign suppliers (e.g., cocoa and coffee)
■ Impact:
o Loss of ecosystems due to agricultural activities (such as overexploitation of soils and the use of
phytosanitary products). This impact is connected to AmRest’s strategy and has a medium-term horizon.
50

AMREST GROUP Consolidated Statement of Non-Financial Information and Sustainability Information |  |
for the year ended 31 December 2024 |  |

■ Opportunities
o Include products that adjust to consumer preferences without changing the business model (e.g. vegan).
E5. Resource use and circular economy.
This area is divided into two main sub-topics: efficient resource and waste management, and organic waste.
The sub-topic of Efficient resource and waste management, which corresponds to the ESRS sub-topic Resources
inflows, including resource use, aims to ensure responsible management of the resources used, such as packaging,
and to minimise waste through mechanisms of reduction, regeneration and optimisation of materials.
■ Risks:
o Financial consequences for using environmentally unfriendly materials (for example Single use plastic
tax). It affects AmRest´s operations and suppliers.
o Disruption to the supply of goods or logistics suppliers, resulting in limited access to essential supplies.
This risk affects the entire value chain.
■ Impacts:
o Implementation of the Packaging and Waste Management Policies based on the circular economy
model. This impact is connected to AmRest’s strategy and has a medium-term horizon.
o Reduction in the use of packaging due to the collaboration with logistics suppliers to reduce the
packaging used in AmRest's. This impact is linked to AmRest’s strategy and has a short-term horizon.
o Weak internal control of waste management in some markets. This impact also ties to AmRest’s strategy
and has a short-term horizon.
■ Opportunities
o Cost savings achieved through the food saving programs. This opportunity affects AmRest´s operations.
o Improve waste functionality (3R—recycle, reuse, repair) by implementing a global waste management
model. This will affect the entire value chain.
The Organic waste sub-topic focuses on reducing food waste through effective management and prevention programs.
The following IROs have been identified:
■ Risks:
o Financial consequences of the failure in waste segregation. This risk is linked to AmRest´s operations.
o Lack of compliance with legal requirements on circularity. It is linked to the entire value chain.
■ Impacts:
o Reduction of landfill waste. This impact is connected to AmRest’s strategy and has a medium-term
horizon.
o Actions implemented to minimize food waste, such as excess inventory management. This impact also
ties to AmRest´s strategy and has a medium-term horizon.
■ Opportunities:
o Cost decrease by obtaining certificates related to waste management or circular economy. Linked to
AmRest´s own operations.
o Measuring the level of circularity of raw materials and organic waste (inputs and outputs). Linked to
AmRest´s value chain.
o Increasing consumer and employee awareness of waste segregation. Affects AmRest´s value chain.
S1. Own Workforce.
Addresses employee Working conditions, inclusion, and recruitment practices.
■ Risks:
o Loss of knowledge and expertise due to key personnel turnover. This risk impacts AmRest's own
operations.
o Increased cost of labour resulting from staff turnover. This risk affects AmRest’s business directly.
o Risk of accidents generated in kitchens. This risk impacts AmRest’s own operations.
o Strikes and protests generated by reasons that are outside AmRest's control (geopolitical instability,
human rights violation, national concerns, local discontent).
51

AMREST GROUP Consolidated Statement of Non-Financial Information and Sustainability Information |  |
for the year ended 31 December 2024 |  |

■ Impacts:
o The company's business model allows flexible working hours and different types of work contracts that
respond to the needs of employees. This impact ties to AmRest’s business model and has a short-term
horizon.
■ Opportunity:
o Increasing employee well-being at work positively impacts employee retention and talent attraction. This
opportunity positively affects AmRest’s own workforce.
o Due diligence implementation across ESG areas increases transparency.
In terms of Equal treatment and opportunities for all, this sub-topic has identified the following IROs:
■ Risk:
o Reputational loss resulting from the lack of women in top management executive positions. This risk
impacts AmRest’s operations and external perception.
■ Impacts:
o Increased labour inclusion of people without the minimum qualification. This impact is linked to AmRest’s
strategy and has a medium-term horizon.
o Adapting HR processes in multiple languages allows hiring people from different countries or diverse
national backgrounds. This impact aligns with AmRest’s business model and has a short-term horizon.
■ Opportunity:
o Well-designed diversity strategy increases the company's position as an Employer of Choice. This
opportunity affects AmRest's operational inclusivity.
S2. Workers in the value chain.
Addresses employee Working conditions, Equal treatment and opportunities for all and Other work related rights
along the value chain. The following IROs have been identified:
■ Risk:
o Delays and disruption in the supply chain due to workers' strikes as a result of poor working conditions.
■ Impact:
o Improving working conditions for employees in the value chain by implementing stricter supplier
approval measures. This impact has a medium-term horizon and benefits AmRest’s value chain.
■ Opportunity:
o Increased access to sustainable financing for demonstrating ESG/Social criteria throughout the
company's value chain.
S3. Affected communities.
■ Risks:
o Resistance and activism in favour of small local businesses and against global brands.
o Local legislation limiting business expansion or opening of new stores.
■ Impacts:
o Improve the well-being of underprivileged groups through global social programs. This impact aligns with
AmRest’s strategy and has a short-term horizon.
■ Opportunity:
o Increase social investment in countries or areas where AmRest operates
S4. Consumers and end-users.
The sub-topic Consumer experience and information, which corresponds to the ESRS sub-topics Information-related
impacts for consumers and/or end-users, Personal safety of consumers and/or end-users and Social inclusion of
consumers and/or end-users and an entity-specific sub-topic called Food services excellence, has identified the
following material IROs:
■ Risks:
o Legal or reputational consequences due to failures in operational excellence. This risk affects AmRest’s
operations and market position.
52

AMREST GROUP Consolidated Statement of Non-Financial Information and Sustainability Information |  |
for the year ended 31 December 2024 |  |

■ Impacts:
o Improve customers' wellbeing, enabling them to make more informed and healthier choices in their daily
diet.
■ Opportunity:
o Strengthen the accessibility of products and services for groups at risk of exclusion. This opportunity
affects AmRest’s customer experience and operational inclusivity.
G1 Business Conduct.
This topic is composed of sub-topic Corporate Governance which corresponds to the ESRS sub-topics Corporate
Culture, Protection of whistle-blowers and Corruption and bribery, sub-topic Animal Welfare which corresponds to
the ESRS sub-topic Animal Welfare , sub-topic Responsible Sourcing which corresponds to the ESRS sub-topic
Management of relationships with suppliers including payment practices and an entity-specific sub-topic called
Data protection & Cybersecurity.
In terms of Corporate Governance the following IROs have been identified as material:
■ Risk:
o Failure of franchisees to adhere to policies and measures established by AmRest.
o Possible sanctions due to violations of human rights and ethics, and cases of bribery and corruption
across value chain.
■ Impact:
o Insufficient controls in corruption and bribery areas.
■ Opportunities:
o Strengthen the cooperation with trade, and industry and non-governmental organizations.
In the Animal Welfare and Responsible Sourcing sub-topics AmRest identified:
■ Risks:
o Financial or reputational losses related to failures in the identification and monitoring of regulatory
changes related to animal welfare
o Resistance to company's brands and activism in favour of animal welfare.
o Lack of a general framework addressing human rights in the value chain
■ Impacts:
o Improving animal husbandry.
o Ensure a responsible use of resources by implementation of ethical standards and practices across the
value chain
■ Opportunities:
o Promoting ethical practices in animal husbandry.
o Enhance long-term relationships with suppliers by implementing supplier engagement programs.
o Define ESG criteria for suppliers selection in procurement purchases (such as raw materials, machinery,
uniforms).
In the Data Protection and Cybersecurity sub-topic the Company considers the following:
■ Risks:
o Financial or reputational consequences of cybersecurity breaches.
o Security breaches in the company's systems leading to loss of customers trust.
■ Impact:
o Lack of integration of multiple IT systems affects management and processing of personal and business
data
■ Opportunities:
o Strengthen cybersecurity strategy to improve data security
o Increase the security of AmRest mobile apps in line with the General Data Protection Regulation.
53

AMREST GROUP Consolidated Statement of Non-Financial Information and Sustainability Information |  |
for the year ended 31 December 2024 |  |

Processes to identify and assess material impacts, risks, and opportunities
SBM-3 - Material impacts, risks and opportunities and their interaction with strategy and business model [48a, 48b,
48c(i), 48c(ii), 48c(iii), 48c(iv), 48d, 48f]
AmRest’s double materiality analysis includes analyses of both impact and financial materiality. A sustainability matter is
considered material if it is significant from a financial perspective, impact perspective or both. The Company conducts a
continuous and comprehensive medium-term review of the double materiality assessment whenever significant changes
occur within the sector or the Company itself. Thus, the analysis of impacts, risks, and opportunities is guaranteed to
remain up-to-date and in line with emerging trends. Moreover, the strategic decisions reflect the changing state of the
market and its operating environment. The Company’s IRO identification process was based on a methodology
comprising five principal activities: context analysis, identification of IROs, workshops maintained for their evaluation,
stakeholder consultations and, lastly, interpretation of the results and preparation of the double materiality matrix.
[IRO-1/53a]
■ Context analysis.
In the project's initial phase, AmRest conducted a comprehensive analysis of sector trends, evaluated the
relevant European legislation affecting the Company, assessed the approach of ESG analysts within the sector,
examined controversies, and conducted a comparative study of five competitors.
■ Identification of IROs.
The second phase of the project concentrated on identifying and clarifying the relevant IROs. This preliminary
work provided the basis for strategic planning and project development.
■ Workshops for the evaluation of IROs.
This analysis was conducted at five workshops held throughout the project, with the participation of the
Company’s subject matter experts and Senior Managers. Subsequently, IROs were evaluated, with each one
assessed in terms of its associated scope, likelihood, and remediability.
■ Stakeholder consultations. [IRO-1/53b(iii)]
Consultations were held with both internal and external stakeholders. Nine interviews were conducted with
Senior Managers, suppliers and brands. Additionally, AmRest conducted surveys, obtaining over 230 responses
from five distinct stakeholder categories.
■ Double materiality matrix and interpretation of the results.
The final stage involved assigning an individual scale to each IRO based on the consultations' outcomes. The
resulting tool generated materiality-based outcomes, which were then prioritized. This process led to the creation
of the materiality matrix.
The IRO identification stage facilitated the association of IROs with all ten topical ESRS. Two IROs related to topics
specific to the Group (entity-specific topics) were also identified, namely: “Data protection and Cybersecurity” and “Food
services excellence” given their recent rise to prominence and potential impact on the Company’s activity.
A total of 24 impacts, 29 opportunities, and 24 risks were identified concerning each topic analysed. This resulted in 77
material IROs, derived from both the Company's own operations and from value chain stages upstream and downstream
of AmRest. These topics are deemed material as they meet the criteria to be considered as such from the impact
perspective, the financial perspective, or both.
The identification and assessment of material impacts, risks, and opportunities are results of the double materiality
analysis, which has determined the information that the undertaking included in its Consolidated Statement of Non-
Financial Information and Sustainability Information. The Group, taking the provisions of the ESRS as a basis, has
applied a process methodology composed of the following stages. [IRO-1/53a]
■ Understanding stage
The initial stage included an analysis of the Company and the environment in which it operates, encompassing both
general market dynamics and the sustainability sector, as well as the trends that may influence its development. This
analysis was conducted globally across all locations, operations, and activities, ensuring inclusivity of the full scope of
AmRest’s activities and their specific significance. [IRO-1/53bi] A two-pronged approach, focusing on general trends and
ESG principles, was adopted, allowing more accurate decision-making aligned with the sector's specific characteristics.
This process enabled the Group's sustainability priorities to be identified and laid a solid foundation for future strategy
development, ensuring that AmRest's decisions are aligned with long-term industry trends and challenges. [IRO-1/53g]
At first, the ESG standards were subjected to a comprehensive analysis, including evaluating future directives in light of
their strategic value. This analysis considered specific European Green Deal directives and regulations, such as the
CSRD and EFRAG, the Taxonomy Regulation, the New Circular Economy Action Plan, and the Green Claims Proposal.
As a result, more than 70 out of 150 European Green Deal initiatives were identified as having a direct impact on the
Company. Secondly, a comparative analysis of the main competitors was conducted, including a review of their
sustainability and double materiality strategies and practices. This process allowed the Company to identify the best
practices, the areas for improvement, and the key matters affecting the competitors. The next stage was to analyse the
investors' expectations of the restaurant industry. As a result, the Company identified the key sustainability issues it must
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address to ensure its future success in the sector. Finally, the sector's main controversies were analysed, focusing on
those directly affecting AmRest and its brands. These controversies facilitated the identification of areas of concern within
the value chain. [IRO-1/53bi] [IRO-1/53g]
■ Identification stage [IRO-1/53bii] [IRO-1/53bii] [IRO-1/53biii]
The identification stage centered around the recognition of the impacts, risks, and opportunities created by AmRest in
both its internal operations and throughout its value chain, including operations, business relationships, joint ventures,
and franchisees. When identifying risks, the company’s risk map was used, focusing on aligning these risks with
sustainability-related considerations.
Identifying the IROs was divided into several stages, as follows:
■ Identification through an internal dialogue conducted within the Company's key areas associated with the
material topics and stakeholders.
■ Identifying the impacts by topic (positive or negative and actual or potential) including a qualitative description.
■ Identification of the risks and opportunities that were classified by topic and accompanied by a qualitative
description in each case.
AmRest has established a process to identify, assess, prioritize, and monitor risks and opportunities that may financially
affect its operations. This process carefully examines the connections between the impacts and dependencies of natural,
human, and social resources with the risks and opportunities that may arise from these impacts and dependencies.
[IRO-1/53ci]
The IROs were assessed from two perspectives: impact and financial. The impact perspective relates to the long-term
impacts of the Company’s processes, activities, products, services, or relationships on people or the environment. On the
other hand, the financial perspective focuses on identifying risks and opportunities.
Finally, to identify IROs and gain a more in-depth understanding of the Group's operations, relevant workshops for
AmRest's managers and subject matter experts were held, providing a collaborative platform for a more comprehensive
understanding of the Company. They focused on environmental, governance, human rights, and supply chain topics. At
the beginning of each workshop, the attendees were provided with an overview of the project through an introduction of
the purpose, a presentation of the methodology used, the different phases, and a definition of the various IROs. Then,
each area's relevant material topics and subtopics were explained, and the subject matter experts and Senior Managers
were informed about which topics were significant for them. [IRO-1/53biii]
To complement the workshops, consultations were held with both internal and external stakeholders to ensure a
comprehensive view of impact materiality. Nine interviews were conducted with the representatives of the Senior
Management, suppliers, and franchised brands owners. As the next step, surveys were carried out, delivering over 230
responses from five distinct stakeholder categories, including workforce, top management, and board members as
internal stakeholders; and business partners, society, analysts, and suppliers as external stakeholders. The results of
these consultations were cross-checked with scores from the quantitative external stakeholder consultation process
(surveys), and a weighted average was applied to each topic.
■ Assessment stage [IRO-1/53iv] [IRO-1/53cii]
The assessment stage resulted in prioritizing potential matters based on their significance to the Group, establishing a
mechanism for assessing the impacts, risks, and opportunities. This phase was conducted using assessment scales to
align the materiality assessment with the Company’s internal processes and the assessment procedure established by
the ESRS. The formula recommended by the ESRS was maintained, i.e., severity based on the likelihood of impact
materiality and financial effect based on the likelihood of financial materiality.
The analysis conducted for financial materiality has been approached from a qualitative perspective. It is not tied to
quantitative financial parameters but evaluated within the framework of a scaled assessment.
In assessing the materiality of each IRO, consideration should be given to its scale, scope, likelihood, and remediability.
■ Scale: Level of importance attributed to each IRO. The value is determined by combining the overall data
collected on each sub-topic from stakeholder consultations and external input, together with the assessment of
each IRO. This global assessment leads to a final score on a scale of 1 to 5.
■ Scope: rated from 0 to 5, reflecting the geographical extent of the impact.
■ Likelihood: rated from 1 to 4, this denotes the likelihood of occurrence of the IRO.
■ Remediability: rated from 0 to 5, measures how quickly risk exposure can affect an organization and how quickly
it can be mitigated.
Impact materiality
Within the environmental section, the topic of greatest materiality is efficient resource and waste management, as
implementing mechanisms to reduce, regenerate, and optimize materials and resources is crucial to AmRest's business
model. In contrast, pollution represents the least material environmental topic, with a limited impact on the Company and
no mention during the stakeholder interviews.
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In the social realm, working conditions received the highest score since effective human resource management is
fundamental to ensure compliance with the most stringent labour legislation, as well as with hygiene and health and
safety standards. In comparison, the area of human rights achieved the lowest rating.
Regarding consumer and food-related matters, the most highly rated topic is responsible sourcing. This is due to the
importance of sustainable practices and AmRest’s supply chain management. It is important to note that, despite the low
score awarded to animal welfare, it remains a significant concern for the Group.
In the area of governance, cybersecurity, and data protection emerge as the most material topics, given their impact on
the Company's reputation and the potential consequences of an inadequate response to a cyberattack. Of these two, the
topic of corporate governance received a lower score.
Financial materiality
Regarding financial materiality, efficient resource, and waste management are the most important material and
environmental topics, as poor management in these areas could result in financial penalties or require investments to
improve AmRest's operational practices. In contrast, habitat degradation and the intensity of pressure on marine
resources received the lowest score since the Company's own operations do not have a direct impact on these areas and
are identified mainly across the supply chain.
In the Social area, working conditions emerged as the most material topic, as sound human resource management can
have a considerable economic and reputational impact. In comparison, the lowest scores were awarded to economic,
social, and cultural rights, along with community development (S3).
Responsible sourcing was considered the most material topic within the food area, while food services excellence
received the lowest rating. Nonetheless, AmRest considers the latter a fundamental topic for its business model, as the
high standards in quality, food safety, and traceability of nutritional information are pivotal for the food business.
From the financial perspective, data protection and cybersecurity represent the most material issues in the governance
domain.
■ Inclusion and identification stage
The identification process facilitated the Group's recognition of the material topics. The results of the assessments
performed by the internal and external stakeholders were analysed. Based on the analysis and consolidated results, a
materiality threshold was established and defined according to the maximum and minimum ranges obtained in both
materialities.
In the final stage, individual scores were assigned to each IRO based on the consultations' outcomes, thus generating a
materiality classification. Priorities were then established, leading to the creation of a materiality matrix.
Furthermore, the stakeholders involved in the double materiality analysis were assigned a weighting. The weighting
system reflects the importance of the responses received from each stakeholder. The scales were calculated for each
topic based on the materiality of the above responses and the outcome of the interviews and surveys. The results were
then cross-checked with the scores obtained during the quantitative external stakeholder consultation process (surveys),
with a weighted average applied for each topic. The outcome of this process formed the materiality matrix or a definitive
list of material topics:
IRO-2 Disclosure requirements in ESRS covered by the undertaking’s sustainability statement [IRO-2 59]
Throughout the materiality assessment process, the complete AR 16 list of sustainability topics, including all sub-topics
and sub-subtopics, was analysed. Material impacts, risks, and opportunities were identified in detail to ensure
consistency with the Disclosure Requirements ("DR"). In terms of defining the information to be disclosed on material
IROs, a materiality threshold has been established and defined according to the maximum and minimum ranges obtained
in both materialities:
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Impact materiality
Minimum values of 1.89 and maximum values of 4.71 were identified, reflecting significant dispersion across the pre-
defined scales, with varying levels of impact across all topics. The threshold was set at 70% of the highest assessed
impact. The following graph displays the results for each subtopic, grouped by the four main pillars.
Infographic. Impact materiality
----- Impact materiality threshold: 3.30
Financial materiality
The values ranged from a minimum of 1.46 to a maximum of 4.43, showing a level of dispersion similar to that observed
for impact materiality and heterogeneity in terms of impact levels. The threshold was set at 70% of the highest-rated risk
assessed. The following graph presents the results for each subtopic, grouped by the four main pillars.
Infographic. Financial materiality
----- Impact materiality threshold: 3.10
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In the final stage, individual scores were assigned to each IRO based on the consultations' outcomes, thus generating a
materiality classification. Priorities were then established, leading to the creation of a materiality matrix.
Infographic. AmRest's double-materiality matrix
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Governance bodies
GOV-1 The role of the administrative, management and supervisory bodies [21, 21a, 21c, 21d, 21e, 22, 22a, 22b, 22c,
22ci, 22cii, 22ciii, 22d, 23, 23a, 23b]
GOV-2 Information provided to and sustainability matters addressed by the undertaking’s administrative, management
and supervisory bodies [26a]
Infographic. Information about the reporting lines to the administrative, management and supervisory bodies
Board of Directors
Except for those matters reserved by law or the bylaws to the competence of the General Shareholders' Meeting, the
Board of Directors is the Company’s supreme decision-making body, and is responsible for the governance, management
and administration of the business and interests of the Company.
Infographic. Board of Directors composition presented in numbers [GOV 1/21a, d, e]
Table. Composition of the Board of Directors as of 31 December 2024

Name | Category of Director | Position on the Board | Profile [GOV-1 21c]
Mr. José Parés Gutiérrez | Executive | Chairman | CEO of Finaccess Capital (Mexico) since 2013 and Chairman of the Board of Directors of Restaurant Brands New Zealand Limited. He has international experience in marketing, sales, finance and operational management. He spent 19 years of his career working in various roles for Grupo Modelo (Mexico) and was the member of the Board of Crown Imports (Chicago, Illinois), Vice Chairman of the Board of MMI (Toronto, Canada), member of the Board of DIFA (Mexico) and member of the Mexican Brewers Association (Cámara de Cerveceros de México).

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Name | Category of Director | Position on the Board | Profile [GOV-1 21c]
Mr. Luis Miguel Álvarez Pérez | Proprietary | Vice Chairman | Board Member, Audit Committee Member and Investment Committee Member of Finaccess, S.A.P.I. (since 2013). Founder and CEO of Compitalia, S.A. de C.V. Member of the Board of Directors and of the Appointments and Remuneration Committee of Restaurant Brands New Zealand Limited. Previously held several roles at Grupo Modelo (Mexico) for more than 25 years. Currently he is a member of the Board of Directors of numerous private companies and NGOs, in addition to holding various positions in the Finaccess Group.
Mr. Pablo Castilla Reparaz | Independent | Lead Independent Director | He has more than 30 years of experience in the banking sector as a lawyer for Banco Santander, S.A., having been responsible for M&A transactions in several jurisdictions. He has also served as Director of Santander Direkt Bank (Germany), Director of Banco Mercantil (Peru), Secretary non director of BT Telecomunicaciones S.A., director Secretary of Santander Investment, S.A., Secretary of the Investment Committee of Grupo Santander, director Secretary of OpenBank and director Secretary of Grupo Vitaldent.
Ms. Mónica Cueva Díaz | Independent | Director | She worked with Banco Santander for more than 30 years, holding various roles in different jurisdictions, generally linked to the financial, accounting and control areas, also participating in important integration processes such as the acquisition of ABN AMRO. Ms. Mónica Cueva has also been a college professor and lecturer, a member of the European Banking Authority representing Banco Santander, and a director in numerous companies of the Santander Group. She currently holds the position of director of Banco Santander Río (Argentina).
Mr. Emilio Fullaondo Botella | Independent | Director | He held senior management positions for more than 23 years in the beer industry, leading various departments related to the financial area of the Mexican beer group Grupo Modelo, including the position of Chief Financial Officer for a period of 4 years and subsequently in the Belgian company AB InBev, following the acquisition by Grupo Modelo as Chief People Officer for Middle Americas until his resignation in January 2019. Currently, he is an independent director of the Restaurant Brands New Zealand Limited.
Ms. Begoña Orgambide García | Proprietary | Director | She is currently Director of Investor Relations at Finaccess Capital, S.A. de C.V. and has developed expertise in investment analysis, mainly in the restaurant and real estate sector, and return evaluation. She is also responsible for the design and implementation of the communication strategy for the investor group regarding the financial situation and evolution of the different investments. Previously, she was Director of Investor Relations at Grupo Modelo S.A.B. de C.V. and subsequently held the same position at Grupo Sports World S.A.B. de C.V. In 2015, she joined Walmart de México S.A.B. de C.V. as Director of Strategic Planning and M&A.
Ms. Romana Sadurska | Independent | Director | She was a professor at the University of Sidney and the Australian National University. She was also a partner in the Secretary General of the Spanish law firm Uría Menédez, being responsible for the practice area of Central and Eastern Europe of said firm. She has also served as Executive Vice Chairman of the Professor Uría Foundation. She is currently a member of the Patronage ("Patronato") of the Aspen Institute Spain and a member of the Real Diputación de San Andrés de los Flamencos - Fundación Carlos de Amberes.

[IRO-1/26a-c, 53d-f] There is no formalized approach to management of the impacts, risks and opportunities on a Board
of Directors level. However, five most material topics (see the AmRest’s double-materiality matrix infographic in section
"Material impacts, risks and opportunities") were addressed in the agenda of the formal Board Committees in 2024:
■ Audit and Risk Board Committee – Business Conduct;
■ Appointments, Remuneration, and Corporate Governance Board Committee – Business Conduct;
■ Sustainability, Health, and Safety Board Committee – Circular Economy, Climate Change, Own workforce, Our
Food and Consumers.
Related information and performance analyses were presented to the Board Committee Members by AmRest Subject-
Matter Experts on a quarterly basis.
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Table. Board Committees

Committee name | Members (Chairperson) | Description and main responsibilities related to sustainability
EXECUTIVE BOARD COMMITTEE | Mr. José Parés Gutiérrez Mr. Luis Miguel Álvarez Pérez Mr. Pablo Castilla Reparaz | The Board of Directors has delegated its authority, except for those that by the Law, the Articles of Association and the Board of Directors Regulations of AmRest Holdings, SE cannot be delegated, to an Executive Committee. The Executive Committee shall inform the Board of Directors of the important matters and decisions adopted at its meetings.
AUDIT AND RISK BOARD COMMITTEE | Ms. Mónica Cueva Díaz Mr. Pablo Castilla Reparaz Mr. Emilio Fullaondo Botella | The Audit and Risk Committee at AmRest plays an important role in ensuring the integrity of the company's financial and non-financial/sustainability reporting and the effectiveness of its risk management systems. The Committee helps maintain the trust of shareholders and other stakeholders, by overseeing that AmRest operates with high standards of governance and accountability. 1. Financial Oversight: The committee oversees the preparation and presentation process, and the integrity of financial and non-financial/sustainability information, reviewing compliance with legal requirements. This includes reviewing the correct application of accounting standards and any changes to them. 2. Internal Controls and Risk Management: The committee monitors the effectiveness of the internal control systems and the enterprise risk management framework. This involves monitoring in general that the internal control policies and systems established are applied effectively in practice. 3. Compliance: Ensuring that the company complies with legal and regulatory requirements is a critical function. For this purpose, the committee monitors ■ the main activities carried out by the Compliance Department; ■ the Global Compliance Model; ■ the complaints received through the channels established at the AmRest Group; and ■ the investigations and inspections, reporting ethical violations and ensuring appropriate actions are taken. 4. Internal and External Audits: The committee oversees internal and external audit functions. This includes approving the internal audit plan, ensuring that it focuses primarily on the main risks the company is exposed to (including reputational risk), receive regular report-backs on its activities, and verify that Senior Management are acting on the findings and recommendations of its reports. The committee also manages the relationship with external auditors, including proposing their appointment, compensation, and performance.

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Committee name | Members (Chairperson)