Despatch of Offer Document and Target Company Statement

RECOMMENDED
OFFER
6 December 2018
Partial takeover offer by Global Valar,
S.L. (a subsidiary of Finaccess
Capital, S.A. de C.V.) for ordinary
shares in Restaurant Brands
New Zealand Limited
for NZ$9.45 cash
per share.
Financial Adviser:
IMPORTANT
If you are in doubt as to any aspect of this Offer, you should
consult your financial or legal adviser.
If you have sold all your shares in Restaurant Brands New
Zealand Limited, you should immediately hand this Offer
Document and the accompanying acceptance forms to the
purchaser or the agent (e.g. the broker) through whom the
sale was made, to be passed to the purchaser.
Restaurant Brands New Zealand Limited’s target company
statement, together with an Independent Adviser’s Report
on the merits of the Offer either accompanies this Offer or
will be sent to you within 10 Working Days and should be
read in conjunction with this Offer.

RECOMMENDED OFFER
1
SECTION PAGE
1. LETTER FROM THE CEO OF FINACCESS CAPITAL
...........................................................................................................................................................................2
2. REASONS WHY YOU SHOULD ACCEPT THE OFFER
...................................................................................................................................................................4
3.
SUMMAR
Y OF THE OFFER
.....................................................................................................................................................................................................................................................................................8
4. HOW TO ACCEPT THE OFFER
...............................................................................................................................................................................................................................................................11
5. TERMS AND CONDITIONS OF THE OFFER
.......................................................................................................................................................................................................13
6. SCHEDULE
..................................................................................................................................................................................................................................................................................................................................................28
CONTENTS

RECOMMENDED OFFER
2
LETTER FROM THE CEO OF FINACCESS CAPITAL
6 December 2018
Dear Shareholder,
PARTIAL TAKEOVER OFFER FOR RESTAURANT BRANDS AT NZ$9.45 CASH PER SHARE
Finaccess Capital, S.A. de C.V. (Finaccess Capital) is pleased to present to you this recommended
1

partial takeover offer in relation to Restaurant Brands New Zealand Limited (Restaurant Brands).
Our NZ$9.45 cash per share offer is in respect of 75% of the fully paid ordinary shares in Restaurant
Brands (the Offer). The Offer is being made by our subsidiary, Global Valar, S.L. (the Offeror).
We believe the Offer is a compelling opportunity for shareholders to realise significant value for
their investment in Restaurant Brands, with the offer price of NZ$9.45 cash per share representing
a 24.3% premium to Restaurant Brands’ last close price prior to announcement of our proposal and
a 26.1% premium to the 12 month VWAP
2
at that time.
Each of Restaurant Brands’ independent directors and Stephen Copulos
3
(who is a non-executive
director) recommend that you accept our Offer in the absence of an unmatched superior proposal
and subject to the Independent Adviser’s Report continuing to conclude that our Offer consideration
of NZ$9.45 cash per share is within or above the Independent Adviser’s valuation range of NZ$8.15
to NZ$8.92 per share. Further details of the recommendation is set out in the target company
statement that accompanies this Offer Document (or will be sent to you within 10 Working Days).
Included within the target company statement is the Independent Adviser’s Report, including the
Independent Adviser’s valuation range.
We have entered into a separate agreement with Mr Copulos, Restaurant Brands’ largest shareholder
with a current shareholding of approximately 8.5%. As part of this agreement, Mr Copulos has
agreed to accept our Offer for all of the Restaurant Brands shares he holds or controls, subject to
directors of Restaurant Brands not withdrawing or qualifying their recommendation of our Offer.
Furthermore, all other directors intend to accept our Offer in respect of all of the Restaurant Brands
shares that they hold or control, in the absence of an unmatched superior proposal.
The Offer is subject to a 75% minimum acceptance condition. The 75% minimum acceptance
condition can be waived, in which case the Offer will remain conditional on acceptances being
received that result in us holding or controlling more than 50% of the voting rights in Restaurant
Brands. This may result in the Offeror holding or controlling an interest in Restaurant Brands
between 50% and 75%. We have chosen not to make a full takeover offer because we believe
there are a number of benefits from Restaurant Brands maintaining its current New Zealand Stock
Exchange (NZX) and Australian Securities Exchange (ASX) listings. By remaining a public company,
Restaurant Brands will have access to capital to fund future growth while also providing existing
shareholders an opportunity to continue participating in the business over the long-term.
1 Restaurant Brands directors unanimously recommend that shareholders accept the Offer in the absence of an unmatched superior proposal and subject to the Independent Adviser’s Report
continuing to conclude that the Offer consideration is within or above the Independent Adviser’s valuation range.
2 VWAP means the volume weighted average price at which Restaurant Brands’ shares have traded on the New Zealand Stock Exchange main board for the relevant period. VWAP is calculated
as the total dollar value of shares traded on-market, divided by the total volume (or number) of shares traded on-market during the period referred to. VWAPs have been calculated up to and
including close as of 17 October 2018 (being the last trading day prior to Restaurant Brands’ announcement of Finaccess Capital’s non-binding indicative proposal).
3

Mr Copulos, and certain of his related entities, ha
ve agreed to accept the Offer pursuant to a lock-in deed with the Offeror and Finaccess Capital, which is summarised in clause 8.1 of the
Schedule to the Offer Document.

RECOMMENDED OFFER
3
We believe that we are uniquely placed to help assist Restaurant Brands through its next phase of
growth and deliver value to all shareholders. Finaccess Capital is a growing investment company
focused on supporting strong brands in attractive end-markets, working to maximise their potential
and creating value over a long-term horizon. We are not a typical financial investor or private equity
fund looking to make a short-term profit. Instead, we aim to become long-term operating partners,
leveraging our significant consumer retail experience and helping talented management teams
execute their growth strategies.
Our senior leadership’s extensive consumer retail experience stems from their long-term leadership
roles with Grupo Modelo, S.A.B. de C.V. (one of the largest brewing companies in the world
with iconic brands including Corona and Modelo, now part of Anheuser-Busch InBev SA/NV).
Additionally, our majority investment in AmRest Holdings SE, which operates approximately 2,000
casual dining and quick service restaurants including KFC and Pizza Hut branded restaurants,
provides us with directly relevant experience and knowledge. We believe this makes us a natural
partner for Restaurant Brands.
We recognise Restaurant Brands’ impressive historical growth track record, including through
organic store roll-outs as well as significant bolt-on acquisitions. Throughout our engagement with
Restaurant Brands, we have been highly impressed by the Restaurant Brands management team,
and it is our intention to leverage our significant resources to fully support their future business
development and growth initiatives, both within New Zealand as well as internationally. We believe
that together we can create value for all Restaurant Brands shareholders.
This Offer Document sets out the details of the Offer, including relevant information you will need to
take into account before making a decision to accept the Offer for all or part of your shareholding.
We believe this Offer represents a compelling opportunity, and encourage you to accept.
Yours sincerely,
Finaccess Capital, S.A. de C.V.
José Parés Gutiérrez
Chief Executive Officer

RECOMMENDED OFFER
4
REASONS WHY YOU SHOULD ACCEPT THE OFFER
#1 THE OFFER PRICE REPRESENTS A MATERIAL PREMIUM
TO THE RESTAURANT BRANDS SHARE PRICE
The Offer price of NZ$9.45 cash per share represents an attractive premium of:
• 24.3% to the last closing share price of Restaurant Brands on 17 October 2018, the trading day
prior to the announcement of Finaccess Capital’s initial non-binding indicative proposal;
•
23.2% to the three month VWAP prior to announcement of the proposal;
• 23.1% to the six month VWAP prior to announcement of the proposal; and
•
26.1% to the 12 month VWAP prior to announcement of the proposal.
#2 RESTAURANT BRANDS’ DIRECTORS RECOMMEND
SHAREHOLDERS ACCEPT THE OFFER
Each of Restaurant Brands’ independent directors and Stephen Copulos (who is a non-executive
director) recommend that shareholders accept the Offer in the absence of an unmatched superior
proposal and subject to the Independent Adviser’s Report continuing to conclude that the Offer
consideration is within or above the Independent Adviser’s valuation range.
#3 THE OFFER PRICE IS ABOVE THE INDEPENDENT
ADVISER’S VALUATION RANGE
The Independent Adviser has valued Restaurant Brands shares at NZ$8.15 to NZ$8.92 per share.
Our Offer consideration of NZ$9.45 cash per share is above that valuation range.
NZ$10.00
NZ$8.50
NZ$9.50
NZ$8.00
NZ$7.00
NZ$9.00
NZ$7.50
NZ$0.00
NZ$9.45
NZ$7.60NZ$7.49NZ$7.67NZ$7.68
Last CloseTakeover Offer Price
Source IRESS
Offer Price: NZ$9.45 cash per share
12 Month VWAP 3 Month VWAP 6 Month VWAP
24.3%
Premium
26.1%
Premium
23.2%
Premium
23.1%
Premium

RECOMMENDED OFFER
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#4 STEPHEN COPULOS HAS AGREED TO SELL ALL
(SUBJECT TO SCALING) OF HIS RESTAURANT BRANDS
SHARES TO THE OFFEROR
Stephen Copulos is Restaurant Brands’ largest shareholder and a non-executive director, with a
current shareholding of approximately 8.5%.
Mr Copulos has agreed to accept our Offer for all of the Restaurant Brands shares he holds
or controls, subject to the directors of Restaurant Brands not withdrawing or qualifying their
recommendation of our Offer.
His support is a significant endorsement of this Offer and contributes meaningfully to the
acceptances required to reach the Offeror’s targeted 75% shareholding.
#5 THE OFFER REPRESENTS A SIGNIFICANT PREMIUM TO
RESTAURANT BRANDS’ PREVIOUS TRADING RANGE
NZ$10.00
NZ$9.00
NZ$8.00
NZ$7.00
NZ$6.00
NZ$5.00
NZ$4.00
Source FactSet
Offer Price: NZ$9.45 cash per share
18-Oct-18: Finaccess Capital’s non-
binding indicative proposal announced
Feb-17Oct-16Jun-17Oct-17Feb-18Jun-18Oct-18

RECOMMENDED OFFER
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#6 THE OFFER VALUES RESTAURANT BRANDS AT AN
ATTRACTIVE MULTIPLE
The Offer values Restaurant Brands at an attractive multiple of:
• 14.1x EV/FY2018 EBITDA
4
;
• 13.6x EV/last 12 month EBITDA
5
; and
• 13.1x EV/FY2019 forecast consensus EBITDA
6
.
Source: Company filings, FactSet
#7 FINACCESS CAPITAL IS A LONG-TERM INVESTOR WITH
AN OPERATIONAL FOCUS AND EXTENSIVE TRACK
RECORD IN THE CONSUMER RETAIL SPACE
Finaccess Capital is a growing investment company focused on supporting strong brands in
attractive end-markets, working to maximise their potential and creating value over a long-term
horizon. Our business is part of Grupo Finaccess S.A. de C.V., which includes several other
companies and holds assets in Mexico, the US, Europe and Asia.
With no finite fund life, Finaccess Capital aims to become a long-term operating partner, leveraging
its senior leadership’s extensive consumer retail experience, including from their long-term roles
with Grupo Modelo, S.A.B. de C.V. (one of the largest brewing companies in the world with exports
to more than 180 countries and iconic brands including Corona and Modelo, now part of Anheuser-
Busch InBev SA/NV). Our investment approach is based on the core belief that any business’
success is predicated upon developing, retaining and supporting talented management teams.
Finaccess Capital will also aim to leverage its directly relevant experience gained from its majority
investment in AmRest Holdings SE, which operates approximately 2,000 casual dining and quick
service restaurants in 26 countries (with a focus on Europe, Russia and China) and a portfolio of
brands including KFC, Pizza Hut, Burger King and Starbucks (as well as several owned brands).
4 Refers to enterprise value (EV) divided by underlying earnings before interest, tax, depreciation, amortisation and non-trading items (EBITDA).
5 Based on EBITDA for 12 months to 10 September 2018 (per Restaurant Brands’ half year accounts released 18 October 2018).
6 Based on FY2019 forecast FactSet consensus EBITDA as at 17 October 2018 (the trading day prior to announcement of Finaccess Capital’s non-binding indicative proposal).

RECOMMENDED OFFER
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#8 FINACCESS CAPITAL WILL SUPPORT RESTAURANT
BRANDS’ GROWTH AGENDA
Restaurant Brands has achieved admirable growth historically, both through organic store roll-outs
as well as significant bolt-on acquisitions. In order to continue growing and creating shareholder
value, Restaurant Brands will need to invest further in the business.
Given its long-term investment horizon, Finaccess Capital is focused on investing in high quality
businesses that can act as platforms for future growth and capital investment.
Finaccess Capital has been highly impressed by Restaurant Brands’ management team and we
intend to leverage our significant resources to fully support their future business development and
growth initiatives, both within New Zealand as well as internationally.
We believe that together we can create value for all Restaurant Brands shareholders.
#9 ACCEPTING SHAREHOLDERS WILL HAVE CERTAINTY OF
CASH, WITH NO BROKERAGE PAYABLE
A successful Offer will provide accepting shareholders with certainty of cash for some or all of their
investment in Restaurant Brands (subject to the level of acceptance and any scaling in accordance
with the Takeovers Code).
Accepting shareholders will also not be charged brokerage under this Offer. Shareholders selling
their Restaurant Brands shares on the NZX or ASX through a share broker may be charged
brokerage.

RECOMMENDED OFFER
8
SUMMARY OF THE OFFER
ConsiderationNZ$9.45 per fully paid ordinary share (Share(s)) in Restaurant
Brands in cash.
Partial Offer
The Offer is for 75.00% of the Shares.
The Offer is subject to receipt by the Offeror of acceptances
which will result in the Offeror becoming the holder of 75.00%
of the Shares. The Offeror is able to waive this condition and, if
it does so, the Offer will be conditional on the Offeror receiving
sufficient acceptances that would result in the Offeror acquiring
at least 50.01%
7
of the Shares (in this case, the Offer will result,
if it becomes unconditional in all respects, in the Offeror holding
between 50.01% and 75.00% (inclusive), of all the Shares in
Restaurant Brands).
As at the date of this Offer Document, neither the Offeror nor
Finaccess Capital holds or controls any Shares.
Opening date
6 December 2018
Closing date
The Offer closes at 11.59 p.m. on 12 March 2019 (unless the
Offer is extended in accordance with the Takeovers Code).
Scaling of acceptancesYou may ACCEPT the Offer in respect of any number of your
Shares. However, if you accept more than 75.00% of your
Shares into the Offer, your acceptance may be subject to
scaling in accordance with the Takeovers Code.
Details of the scaling process are set out in clause 4 of the
Offer Terms. In summary, any Shares you accept into the Offer
in excess of 75.00% will only be taken up by the Offeror in
order to ensure that the Offeror holds 75.00% on completion
of the Offer. This would only occur if some shareholders have
not accepted the Offer (or have accepted in respect of less
than 75.00% of their Shares). Any shareholders who accept in
excess of 75.00% of their Shares will have their acceptance in
respect of that excess scaled on a pro rata basis.
7 Both references to “50.01%” in this paragraph have been rounded up to two decimal places.

RECOMMENDED OFFER
9
Payment date
You will be paid in accordance with clause 2.2 of the Offer
Terms. At this stage, it is anticipated that you will not be paid
until after the Closing Date.
However, if the Offeror declares the Offer unconditional before
the Closing Date you will be paid within five Working Days of the
latest of the date on which your acceptance is received by the
Offeror, the date on which the Offer becomes unconditional or
the first specified closing date.
Directors’ recommendation
Each of Restaurant Brands’ independent directors and Stephen
Copulos
8
(who is a non-executive director) recommend that
you accept the Offer, in the absence of an unmatched superior
proposal and subject to the Independent Adviser’s Report
concluding, and continuing to conclude, that the consideration
under this Offer is within or above the Independent Adviser’s
valuation range for the Shares.
Conditions
The Offer is conditional on the conditions contained in clauses
5.1 to 5.4 of the Offer Terms.
Other than the minimum acceptance conditions referred to in
the summary of the Offer above, the material conditions of the
Offer are summarised below:
(a)

T
he Offeror receives all necessary consents required
under the Overseas Investment Act 2005 and the Overseas
Investment Regulations 2005 for the Offeror to complete the
acquisition of Shares in accordance with this Offer.
(b) The consent of Kentucky Fried Chicken International
Holdings LLC, Pizza Hut International LLC and Taco Bell
Corp, to the acquisition of Shares in accordance with this
Offer, becomes unconditional in all respects.
(c) No material adverse change occurs between the Notice
Date and the time that the Offer is declared unconditional by
the Offeror.
(d) Restaurant Brands conducts its business, and each of
its subsidiaries and joint venture entities conducts their
business, in the ordinary course of business, in a manner
materially consistent with the manner in which such business
has been conducted in the 12 months prior to the Notice
Date.
8 Mr Copulos, and certain of his related entities, have agreed to accept the Offer pursuant to a lock-in deed with the Offeror and Finaccess Capital, which is summarised in clause 8.1 of the
Schedule to the Offer Document.

RECOMMENDED OFFER
10
Lock-in deed
Finaccess Capital has entered into a lock-in deed with Stephen
Copulos, a director of Restaurant Brands, and certain interests
associated with Stephen Copulos
9
(the Copulos Interests) who,
in aggregate, own 8.52% of the Shares.
Under the lock-in deed:
(a) each of the Copulos Interests has agreed to accept, and
Stephen Copulos has agreed to procure that each of the
Copulos Interests accept, the Offer in respect of all of their
respective Shares (subject to scaling in accordance with the
terms of the Offer); and
(b)
neither Stephen Copulos nor any of the Copulos Interests
will make any public statement indicating a lack of
support for, or endorsement of, the Offer or supporting,
recommending or endorsing a different transaction to the
Offer.
10

This is a summary of the Offer. The detailed terms of the Offer are set out on pages 13 to
27 of this Offer Document.
9 See the definition of Copulos Interests in clause 9.2 of the Offer Terms for the names of these interests.
10 This does not prevent Stephen Copulos, in his capacity as a director of Restaurant Brands, from recommending a superior proposal in certain circumstances. Details are set out in the summary of
the Pre-Bid Agreement in clause 10.3 of the Schedule to the Offer Document.

RECOMMENDED OFFER
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HOW TO ACCEPT THE OFFER
How to acceptTo ACCEPT this Offer, you should either:
(a) ACCEPT the Offer online at www.rbdtakeover.co.nz; or
(b) complete the relevant Acceptance Form and,
if applicable, the Specified Holder Certificate
accompanying this Offer, in accordance with the
instructions set out in the applicable form.
If you wish to ACCEPT this Offer, the relevant completed
Acceptance Form and, if applicable, Specified Holder
Certificate must be received, online or by other specified
means, by the Offeror before or post marked no later than
11.59 p.m. on 12 March 2019 (unless the Offer is extended in
accordance with the Takeovers Code).
Which Acceptance Form to
complete
(a)
If you hold your Shares in a CHESS holding (Australian
shareholders), please complete the GREEN Acceptance
Form;
(b)
For all other holders of Shares, please complete the WHITE
Share Acceptance Form.
The Offer Document you receive will be accompanied by the
relevant Acceptance Forms, with your holdings of Shares (as
recorded by Restaurant Brands at 5.00 pm on 4 December
2018) already completed
Specified Holder Certificate
If you hold Shares on behalf of more than one person, then:
(a) you are a “Specified Holder”; and
(b)

y
ou must complete the Specified Holder Certificate for the
Offer and return it with your Acceptance Form as outlined
above.
The Specified Holder Certificate sets out the number of
“Specified Persons” on whose behalf you hold Shares, the
number of Shares you hold on behalf of those Specified
Persons, and the respective number of Shares you accept into
Offer on behalf of those Specified Persons.
If you fail to complete the Specified Holder Certificate, your
acceptance in respect of the Offer is invalid.
ScalingYou may ACCEPT this Offer for all or some of your Shares.
Your acceptance may be subject to scaling in accordance
with clause 4 of the Terms and Conditions of the Offer.
Please refer to the Summary of the Offer for an overview of how
scaling works under this Offer.

RECOMMENDED OFFER
12
Address for acceptance
Return the Acceptance Form to Global Valar, S.L.:
Online:
Complete your relevant Acceptance Form at
www.rbdtakeover.co.nz. You will require your CSN/Holder
Number and relevant Acceptance Number to complete your
online acceptance. The CSN/Holder Number and Acceptance
Number can be found on the Acceptance Form sent to you.
By email:
Email a scanned copy to:
applications@linkmarketservices.co.nz
If you do this, please use “RBD Takeover Acceptance” as the
subject line of the email for easy identification.
By post:
Global Valar, S.L.
C/- Link Market Services Limited
PO Box 91976
Victoria Street West
Auckland 1142
By hand delivery:
Global Valar, S.L.
C/- Link Market Services Limited
Level 11, Deloitte Centre
80 Queen Street
Auckland 1010
By facsimile:
Fax it to Global Valar, S.L.
C/- Link Market Services Limited
+64 9 375 5990
If you have sold all of your
Shares
Please hand or send this Offer Document and all enclosures
(including the Acceptance Form(s) and, if applicable,
Specified Holder Certificate(s)) immediately to the purchaser
of your Shares or the broker through whom you made the sale
requesting that this Offer Document and all enclosures be
forwarded to the new Shareholder.
If you have sold some of
your Shares
Please alter the total holding on the relevant Acceptance Form
and, if applicable, Specified Holder Certificate, and deliver the
amended and completed forms as described above.
If you have lost your
Acceptance Form(s)
or Specified Holder
Certificate(s)
Please contact Link Market Services Limited on +64 9 375
5998 or applications@linkmarketservices.co.nz and they will
send you a new Acceptance Form(s) and/or Specified Holder
Certificate(s).
WebsitePlease go to www.rbdtakeover.co.nz for information about how
to make an online acceptance of this Offer.

RECOMMENDED OFFER
13
TERMS AND CONDITIONS OF THE OFFER
1 THE OFFER
1.1 Offer: The Offeror offers to purchase 75.00% of the Shares (the Specified Percentage),
including all rights, benefits and entitlements attached thereto on, after, or by reference to
the Notice Date, subject to the terms and conditions set out in this Offer Document and
to the Takeovers Code. As at 6 December 2018, the Specified Percentage represents
124,758,523 Shares (that number, or any lesser or greater number that may result from an
issue or buyback of Shares, is referred to as the Specified Number in this Offer Document).
The Offeror may end up holding less than the Specified Percentage, but more than 50% of
the Shares, in circumstances where:
(a)
the Offeror does not receive sufficient acceptances that would result in the Offeror
holding the Specified Percentage of the Shares;
(b)

the Of
feror waives the minimum acceptance condition in clause 5.1(a) (which relates to
the Offeror receiving sufficient acceptances such that the Offeror would end up holding
the Specified Percentage of the Shares); and
(c) the Offer becomes unconditional in all other respects, including that the minimum
acceptance condition set out in clause 5.1(b) is satisfied (which relates to the Offeror
receiving sufficient acceptances such that the Offeror would end up holding more than
50% of the Shares).
1.2
Offer Period:
This Offer is dated 6 December 2018 (Offer Date) and will remain open
for acceptance until 11.59 p.m. on 12 March 2019 (the Offer Period), unless the Offer is
withdrawn in accordance with the Takeovers Code and every person is released from every
obligation incurred under the terms of it, or the Offer lapses in accordance with its terms.
The Offeror may extend the Offer Period in accordance with the Takeovers Code. The time
the Offer expires is referred to in this Offer Document as the Closing Date.
1.3
Acceptance Form and Specified Holder Certificate: The enclosed Acceptance Form and
Specified Holder Certificate comprise part of this Offer.
2 OFFER CONSIDERATION
2.1
What you will be pa
id: The consideration offered by the Offeror is NZ$9.45 per Share
payable in cash, subject to any adjustment in accordance with clause 6.
2.2
When you will be paid: The consideration payable to each holder of Shares who accepts
this Offer (each an Acceptor) will be paid within five Working Days after the latest of:
(a) the date on which this Offer becomes unconditional;
(b) the date on which the Acceptor’s acceptance is received by the Offeror; and
(c) 12 March 2019.
As a
t the Offer Date, the Offeror intends that the Offer will only be declared unconditional
following the Closing Date but it reserves its right to declare the Offer unconditional earlier.

RECOMMENDED OFFER
14
2.3 Non-payment of consideration: If the consideration is not sent to an Acceptor within the
period specified in clause 2.2, the Acceptor may withdraw their acceptance of the Offer by:
(a) giving written notice to the Offeror of the Acceptor’s intention to withdraw acceptance of
the Offer; and
(b)

no less than fiv
e Working Days after giving notice under clause 2.3(a), giving written
notice to the Offeror withdrawing the Acceptor’s acceptance of the Offer,
provided that the Acceptor does not receive the consideration for their Shares before
written notice is given under clause 2.3(b).
3

ACCEPT
ANCE OF THIS OFFER
3.1
How to
accept the Offer: To accept this Offer, an Acceptor must do one of the following:
(a)
Online acceptance:
complete the relevant Acceptance Form and, if applicable, the
Specified Holder Certificate online at www.rbdtakeover.co.nz. The Acceptor will be
required to provide its CSN/Holder Number and Acceptance Number (which are set out
in the Acceptance Form sent to each Acceptor);
(b)

CHESS holdings (GR
EEN Acceptance Form): If the Acceptor’s Shares are held in a
CHESS holding, the Acceptor must either:
(i)
instr
uct the Acceptor’s Controlling Participant (as defined in the ASX Settlement
Operating Rules) directly (this is the Acceptor’s share broker). If an Acceptor does
this, the Acceptor will need to sign and return the GREEN Acceptance Form to the
relevant Controlling Participant; or
(ii)

authorise the Of
feror to contact the Acceptor’s Controlling Participant on the
Acceptor’s behalf, which can be done by signing and returning the GREEN
Acceptance Form in the manner specified above. By returning the GREEN
Acceptance Form the Acceptor will be deemed to have authorised the Offeror to
contact the Acceptor’s Controlling Participant directly via CHESS system. Neither
the Offeror nor the Registrar will be responsible for any delay incurred by this
process.
If
an Acceptor is a broker or Controlling Participant, the Acceptor must initiate
acceptance in accordance with the requirements of the ASX Settlement Operating
Rules.
(c)
Other means of acceptance (WHITE
Acceptance Form): complete the acceptance
in accordance with the instructions printed on the WHITE Acceptance Form and, if
applicable, the Specified Holder Certificate and deliver that WHITE Acceptance Form
and, if applicable, Specified Holder Certificate to the Offeror so as to be received not
later than 11.59 p.m. on the Closing Date, to:
(i)

By email:
applications@linkmarketservices.co.nz
(ii)
By post:
PO Box 91976, Victoria Street West, Auckland, 1142
(iii)
By hand:
Level 11, Deloitte Centre, 8 Queen Street, Auckland 1010
pro
vided that any Acceptance Form or, if applicable, Specified Holder Certificate
received after the Closing Date that is post marked on or before the Closing Date will be
deemed for the purposes of this Offer to have been received by the Closing Date. No
acknowledgment of the receipt of acceptances will be given.

RECOMMENDED OFFER
15
3.2 Shares held on behalf of other persons:
(a) If an Acceptor holds Shares on behalf of more than one person, the Acceptor is a
“Specified Holder” and MUST complete the Specified Holder Certificate for the Offer.
The completed Specified Holder Certificate must be returned to the Offeror with the
relevant Acceptance Form (or as soon as practicable thereafter), in accordance with
clause 3.1, so as to be received by the Offeror not later than 11.59 p.m. on the Closing
Date. Failure by a Specified Holder to complete a Specified Holder Certificate means
that the Specified Holder’s acceptance is invalid. All Specified Holder Certificates sent
to the address for acceptance set out in clause 3.1(c) will be deemed to have been
provided to both the Offeror and the Registrar.
(b)
Clause 3.2(a) applies regardless of:
(i) whether the holdings are direct or indirect;
(ii) whether the Specified Holder is a custodian or not; and
(iii) the particular arrangements between the Specified Holder and the person on
whose behalf the Specified Holder holds Shares.
(c) An Acceptor does not need to complete and return a Specified Holder Certificate if the
Acceptor holds Shares for itself or on behalf of only one other person.
3.3

Acceptance Forms and Specified Holder Ce
rtificates: The Offeror may, in its discretion:
(a)
trea
t any Acceptance Form as valid even if it does not comply with clause 3.1, or is
otherwise irregular;
(b)
rectify an
y errors in, or omissions from, any Acceptance Form to enable that form to
constitute a valid acceptance of this Offer and to facilitate registration of the transfer of
the relevant Shares to the Offeror, including inserting or correcting details of the Shares
held by the Acceptor and filling in any blanks; and
(c)

subject to the T
akeovers Code:
(i)
trea
t any Specified Holder Certificate as valid even if that Specified Holder
Certificate does not comply with any instructions on the Specified Holder
Certificate; and
(ii)

rectify an
y errors in, or omissions from, any Specified Holder Certificate to enable
that certificate to comply with rules 14B to 14D of the Takeovers Code and to
facilitate the taking up of Shares in accordance with rule 14E of the Takeovers
Code.
3.4

Persons who may accept:
The Offer is open for acceptance by any person who holds
Shares, whether acquired before, on or after the Offer Date, upon production of satisfactory
evidence of such person’s entitlement to those Shares. A holder of Shares may accept this
Offer in respect of all or any of their Shares. Each acceptance must be free of all conditions
of acceptance of any nature whatsoever.
3.5

Acceptor
’s representations and warranties: Each Acceptor represents and warrants that:
(a)
it is the sole leg
al and beneficial owner of the Shares in respect of which it accepts this
Offer, or it is the legal owner and has the necessary capacity and authority to accept
this Offer in respect of those Shares; and

RECOMMENDED OFFER
16
(b) legal and beneficial title to all those Shares in respect of which it accepts this Offer
will pass to the Offeror free of all liens, charges, mortgages, encumbrances and other
adverse interests or claims of any nature whatsoever; and
(c)

accepting the Of
fer in the manner contemplated by the Acceptance Form and, if
applicable, the Specified Holder Certificate submitted by the Acceptor will not cause
the Offeror to breach any law in delivering the consideration specified in clause 2.1.
Acceptance of this Offer constitutes a representation and warranty by the Acceptor to
the Offeror that title to the Shares to which the applicable acceptance relates will pass
to the Offeror on the basis described in this clause 3.5 and that the Acceptor has full
power, capacity and authority to sell and transfer all Shares in respect of which they
accept this Offer.
3.6

Specified
Holder’s representation and warranty: Each person who completes and returns
a Specified Holder Certificate represents and warrants to the Offeror that the Specified
Holder Certificate is true and correct and has been duly completed and executed. Any
person who does not complete and return a Specified Holder Certificate represents and
warrants that that person does not hold Shares on behalf of more than one person.
3.7

Joint Holders:
Despite anything to the contrary in an Acceptance Form or Specified Holder
Certificate, if an Acceptor is a joint holder of Shares (whether or not as trustee of a trust)
and the Acceptance Form and/or Specified Holder Certificate is signed by one or some, but
not all, joint holders, then the Acceptor represents and warrants to the Offeror that:
(a)

the holder(s) w
ho has/have signed the Acceptance Form and/or Specified Holder
Certificate do(es) so on behalf of and as duly authorised agent(s) for the joint holder(s)
who has/have not signed, that such authority has not been revoked, and that the
acceptance and/or certificate is binding on the joint holder(s) who has/have not signed
the Acceptance Form and/or Specified Holder Certificate; and
(b)
if the Acceptor holds the relevant Shares as a trustee of a trust, the instrument
constituting the trust permits the execution of the Acceptance Form and/or Specified
Holder Certificate in the manner in which it was executed.
3.8 Procurement by brokers: The Offeror may choose to engage the services of one or more
Primary Market Participants (as defined in the NZX Participant Rules) or other financial
advisory firms (Brokers) to contact holders of Shares. If the Offeror chooses to do this, the
key terms of engagement will be as follows:
(a)
f
or each completed and valid Acceptance Form procured by a Broker, the Offeror may
pay to the Broker a handling or procurement fee in respect of the Shares that are the
subject of the Acceptance Form (Procurement Fee). The amount of the Procurement
Fee will be 0.75% of the consideration payable by the Offeror under this Offer to the
relevant Acceptor in respect of the Acceptance Form received. The Procurement Fee
will be subject to a minimum amount of $25 and a maximum amount of $500 for a single
Acceptance Form inclusive of GST, if any;
(b)

the Brok
er will be paid, and will receive, the Procurement Fee solely in connection with
its services to the Offeror and must not, directly or indirectly, pass any or all of the
Procurement Fee on to any Acceptor, or share the Procurement Fee with any Acceptor;

RECOMMENDED OFFER
17
(c) the payment of a Procurement Fee to a Broker in respect of an Acceptance Form
procured by that Broker is in all respects conditional on the Shares, that are the subject
of that Acceptance Form, being validly transferred to the Offeror. No Procurement Fees
will be payable if this Offer is not declared unconditional by the Offeror. In addition, the
Acceptance Form must be delivered to the Offeror in accordance with clause 3.1 and,
unless the Offeror in its sole discretion determines otherwise, must be stamped by the
Broker (and only that Broker);
(d)
Brokers are precluded from receipt of any Procurement Fee in respect of Shares in
which they or their associates have relevant interests;
(e)

the Of
feror may, in determining the Procurement Fee payable to a Broker, aggregate
and/or disregard any acceptance of this Offer procured by that Broker if the Offeror
believes that a party has structured holdings of the Shares for the purpose or with the
effect of enabling parties to take advantage of the arrangements summarised in this
clause 3.8; and
(f)
the Offeror will determine, in its sole discretion, any disputes relating to the payment
of a Procurement Fee. The determination of the Offeror will be final and binding on all
parties, to the extent permitted by law.
4

SCALING
OF ACCEPTANCES
4.1

How th
e Offeror treats acceptances: The Offeror will purchase:
(a)
all of
the Shares of each Acceptor who accepts the Offer for the Specified Percentage
of their Shares;
(b)
w
here an Acceptor accepts the Offer in respect of a lesser number of Shares, such
lesser number of Shares; and
(c)
w
here an Acceptor has accepted the Offer for more than the Specified Percentage
of their Shares, such number of Shares as results from scaling the acceptance in
accordance with clause 4.2,
pro
vided that, in each case, the Offer becomes unconditional.
4.2
What happens to su
rplus acceptances: Where the Offeror has received acceptances
from certain Acceptors (each a Surplus Acceptor) for more than the Specified Percentage
of those Acceptors’ Shares (those Shares in excess being Surplus Shares), then in
accordance with the Takeovers Code:
(a)
the Offeror must take up from each Acceptor the lesser of:
(i) the number of that Acceptor’s Shares that represents the Specified Percentage of
the Shares held by that Acceptor; and
(ii)

the n
umber of Shares in respect of which the Acceptor has accepted the Offer;
and
(b)

if
the number of Shares that the Offeror takes up under clause 4.2(a) is less than the
Specified Number, then the Offeror must take up, from each Surplus Acceptor, Shares
which bear the same proportion to that Acceptor’s Surplus Shares, as the balance of
the Shares required by the Offeror to acquire the Specified Number bears to the total of
all the Surplus Shares.

RECOMMENDED OFFER
18
4.3 What happens if there are no surplus acceptances: If the Offer is accepted in respect of
the Specified Percentage of Shares or less, then the Offeror must take up all of the Shares
of each Acceptor who accepts the Offer.
4.4 Specified Holders: Where the Offeror receives one or more Specified Holder Certificates,
the Offeror will take up Shares in accordance with rule 14E of the Takeovers Code and
clauses 4.2 and 4.3 will apply accordingly.
11

4.5 Appointment of attorney: If the Offer is accepted in respect of more Shares than the
Specified Percentage, each Acceptor irrevocably appoints the Offeror its attorney to amend
the number of Shares specified in that Acceptor’s Acceptance Form and, where applicable,
the Specified Holder Certificate so as to reflect any scaling and apportionment undertaken
in accordance with this clause 4. This may reduce the number of Shares taken up from the
relevant Acceptor.
5

CONDITIONS OF TH
IS OFFER
5.1 Minimum acceptance condition: This Offer, and any contract arising from acceptance of
it, is conditional on:
(a) the Offeror receiving acceptances by no later than the Closing Date in respect of such
number of Shares that would, upon this Offer becoming unconditional and the Shares
being transferred to the Offeror, result in the Offeror holding or controlling 75.00% of the
voting rights in Restaurant Brands; and
(b)
if the condition in clause 5.1(a) is waived by the Offeror, then (in accordance with
rule 23 of the Takeovers Code) the Offeror receives acceptances by no later than the
Closing Date in respect of such number of Shares that would, upon this Offer becoming
unconditional and the Shares being transferred to the Offeror, result in the Offeror
holding or controlling more than 50% of the voting rights in Restaurant Brands.
5.2

Overse
as Investment Act: The Offer, and any contract arising from acceptance of it, is
conditional on the Offeror obtaining all consents required under the Overseas Investment
Act 2005 and the Overseas Investment Regulations 2005 for the Offeror to complete the
acquisition of Shares in accordance with this Offer on terms that are usual for the granting
of such consents.
5.3

Y
um! consent: The Offer, and any contract arising from acceptance of it, is conditional on
the consent of Kentucky Fried Chicken International Holdings LLC, Pizza Hut International
LLC and Taco Bell Corp, to the acquisition by the Offeror of up to 75.00% of the Shares,
becoming unconditional in all respects.
11 In broad terms, rule 14E provides that where a Specified Holder holds Shares on behalf of more than one person (each person being a Specified Person), in certain circumstances the Offeror
must treat the Specified Person (and not the Specified Holder) as the Surplus Acceptor for the purposes of scaling calculations. For example, a Specified Person will be treated as a Surplus
Acceptor where that Specified Person accepts the Offer (through the Specified Holder) for more than the Specified Percentage of the Shares held by the Specified Holder on behalf of the
Specified Person. The Takeovers Code provides that an acceptance under the Offer by a Specified Holder who has not provided a Specified Holder Certificate in accordance with rule 14B of the
Takeovers Code is invalid.

RECOMMENDED OFFER
19
5.4 Further conditions of the Offer: This Offer, and any contract arising from acceptance of
it, are subject to the conditions that, except as otherwise agreed in writing by the Offeror,
during the period from the Notice Date until the time that the Offer is declared unconditional
by the Offeror:
(a)
no Material Adverse Change occurs;
(b) no dividends, bonuses or other payments or distributions (within the meaning of the
Companies Act 1993) of any nature whatsoever (including, for the avoidance of doubt,
by way of share buyback, redemption or cancellation or any other form of capital
reduction) are authorised, declared, paid or made upon or in respect of any of the
Shares;
(c)

no shares
, performance rights, convertible securities or other equity securities of any
nature (including options, rights or interest in any ordinary shares) of Restaurant Brands
or any of its subsidiaries or joint venture entities (together the RBD Group), are issued,
agreed to be issued or made the subject of any option or right to subscribe except:
(i)

f
or the issue of Shares to Russel Creedy and Grant Ellis, respectively, on vesting of
their performance rights in accordance with vesting arrangements fairly disclosed
to Finaccess Capital prior to the Notice Date; or
(ii)

pur
suant to a transaction between Restaurant Brands and wholly owned
subsidiaries of Restaurant Brands, or between wholly owned subsidiaries of
Restaurant Brands (Intra-Group Transaction);
(d)

there is no altera
tion of the rights, benefits, entitlements and restrictions attaching to any
of the Shares;
(e)

there is no altera
tion to the constitutional documents of any member of the RBD Group,
other than amendments that are of a formal or technical, and not of a substantive,
nature;
(f)
no member of the RBD Group disposes, or agrees to dispose, or grants any person any
option to acquire, right to acquire, first right of refusal or pre-emptive rights in respect of,
or, except as permitted by clause 5.4(g), grants any person any other adverse interests
in respect of, the whole or a substantial part of the RBD Group’s business or property;
(g)

no member of
the RBD Group grants a security interest, or agrees to grant a security
interest, in respect of the whole or a substantial part, of the RBD Group’s business or
property, except for the granting of a security interest over property acquired in the
ordinary course of business;
(h)

R
estaurant Brands remains listed on the NZX, the Shares remain quoted on the NZX
and ASX, and the Shares are not suspended from trading on the NZX or ASX for more
than five trading days;
(i)
no liquidator, receiver, receiver and manager, statutory manager or similar official is
appointed in respect of any member of the RBD Group or any of their respective
assets, and no resolution is passed for any amalgamation (other than pursuant to
an Intra-Group Transaction) of any member of the RBD Group, and none of them is
involved in any merger, share buyback or scheme of arrangement;
(j)
no member of
the RBD Group seeks orders in respect of, or becomes the subject of,
any scheme of arrangement under Part 15 of the Companies Act 1993;

RECOMMENDED OFFER
20
(k) Restaurant Brands conducts its business, and each member of the RBD Group
conducts its business, in the ordinary course of business, in a manner materially
consistent with the manner in which such business has been conducted in the 12
months prior to the Notice Date;
(l)
no member of the RBD Group acquires an interest in “sensitive land” (including
“residential land”) for the purposes of the Overseas Investment Act 2005;
(m) no member of the RBD Group changes, or agrees to change, the remuneration or
any other material terms of employment of any existing director, officer, employee, or
consultant where the aggregate impact of all such changes would result in a cost to the
RBD Group in excess of $1,000,000;
(n)

no member of
the RBD Group settles or offers to settle any action, dispute, issue, claim,
litigation, prosecution, or other form of proceeding, where:
(i) the aggregate settlement amount exceeds $5,000,000; or
(ii) the settlement involves the imposition of an injunction against, or restriction on, any
member of the RBD Group undertaking any business activity, where that injunction
or restriction will have a material impact on the business of the RBD Group;
(o)

no member of
the RBD Group guarantees, provides an indemnity for, provides security
in respect of, or otherwise accepts liability in respect of, the obligations or liabilities
of any person who is not a member of the RBD Group except for the provision of
indemnities to directors and employees of the RBD Group (to the extent permitted by
the Companies Act 1993);
(p)

R
estaurant Brands does not enter into a “major transaction” for the purposes of the
Companies Act 1993 or any agreement or arrangement to which NZX Listing Rules 9.1
or 9.2 apply (or would apply but for the granting of any waiver or ruling by NZX);
(q)

there is no temporar
y restraining order, preliminary or permanent injunction or other
order issued by any regulatory authority or any court of competent jurisdiction in New
Zealand or elsewhere or other legal restraint or prohibition making implementation of
this Offer, or any aspect of it, void, unenforceable or illegal; and
(r)

no board resolution or shareholder
s’ resolution of any member of the RBD Group is
passed to do or authorise the doing of any act or matter referred to in any of sub-
clauses (a) to (q) (inclusive).
5.5
Eac
h of the conditions in clauses 5.1 to 5.4 is a separate condition, and acceptance of this
Offer by each Acceptor shall constitute a contract between that Acceptor and the Offeror
subject to each such condition. This Offer will only proceed if all conditions in clauses 5.1 to
5.4 are satisfied or, to the extent permissible, waived.
5.6

Eac
h of the conditions set out in clauses 5.1 to 5.4 is for the benefit of the Offeror and, other
than the conditions in clauses 5.1(b) and 5.2, may be waived, in whole or in part, by the
Offeror and on such terms as it decides, in its sole discretion. Any waiver or consent given
by the Offeror in respect of any matter or thing shall apply only in accordance with its terms
and shall not constitute a waiver or consent in respect of any similar matter or thing. The
conditions in clause 5.1(b) and 5.2 cannot be waived.

RECOMMENDED OFFER
21
5.7 To the extent required by the Takeovers Code, where any condition set out in clauses 5.1
to 5.4 requires a determination as to whether a matter is or could reasonably be expected
to be material or not, is adverse or not, is onerous or not, is long-term or not, is normal or
not, is in the ordinary course of business or not, is consistent with past practices or not, or
is of a formal or technical (and not substantive) nature or not, before the condition may be
invoked, such determination must be made by a suitably qualified expert nominated by the
Offeror who is independent of, and not an associate of the Offeror.
5.8

T
he latest date on which the Offeror can declare this Offer unconditional is 20 Working Days
after the Closing Date. The latest date by which the Offer is to become unconditional based
on the Closing Date as at the Offer Date is 5.00 p.m. on 9 April 2019 (Unconditional Date).
If the Offer does not become unconditional by the Unconditional Date, it will lapse and all
Acceptance Forms and, where applicable, Specified Holder Certificates will be destroyed.
5.9
Without limiting clause 5.10, the Offeror may not allow the Offer to lapse or invoke a
condition in clause 5.4(a), 5.4(k), 5.4(m) or 5.4(n) or clause 5.4(r) (to the extent that clause
5.4(r) relates to clause 5.4(a), 5.4(k), 5.4(m) or 5.4(n)) in respect of, or in reliance on, any
matter or circumstance:
(a)
fairly disclosed in the Disclosure Materials; or
(b)
fair
ly disclosed by Restaurant Brands to NZX in the 24 months prior to the Notice Date;
or
(c)
actuall
y known by José Parés Gutiérrez or George Lyall of Finaccess Capital on the
Notice Date.
5.10
Notwithstanding an
y other term of the Offer, the Offeror may not allow the Offer to lapse:
(a)

in unreasonab
le reliance on a condition of the Offer; or
(b)
in reliance on a condition tha
t restricts Restaurant Brands’ activities in the ordinary
course of Restaurant Brands’ business during the period that begins on the Notice Date
and ends on the Unconditional Date.
6

CHANGE IN CIRCUMST
ANCES
6.1
Dividends and distributions: If, on or after the Notice Date:
(a) Restaurant Brands declares or pays any dividend or makes any other distribution to its
shareholders; and
(b)

the Of
feror waives the condition contained in clause 5.4(b),
then, at the Offeror’s election, either:
(a)
the Acceptor
s will be bound to pay to the Offeror an amount equivalent to that dividend
or the value of that other distribution paid or payable to them or received or receivable
by them in respect of the Shares taken up from them under the Offer; or
(b)
the cash considera
tion which would otherwise have been paid to such Acceptors will be
reduced by an amount equivalent to that dividend or the value of the other distribution
paid or payable to them or received or receivable by them in respect of the Shares
taken up from them under the Offer.

RECOMMENDED OFFER
22
6.2 Issues of securities: If, on or after the Notice Date:
(a) any shares, convertible securities or other securities of any nature of Restaurant
Brands or any member of the RBD Group by way of bonus issue, are issued, agreed
to be issued or made the subject of any option or right to subscribe (except in the
circumstances referred to in clause 5.4(c)(i) and (ii); and
(b)
the Offeror waives the condition contained in clause 5.4(c),
the Acceptor
s will be bound to transfer any such securities or other rights and interests
to the Offeror and the consideration per relevant Share provided for under clause 2.1 will
be reduced to take account of such issue. This clause 6.2 does not apply to the issue of
Shares to Russel Creedy and Grant Ellis, respectively, on vesting of their performance rights
in accordance with vesting arrangements fairly disclosed to the Offeror prior to the Notice
Date.
6.3
Consolidation or subdivision of Shares: If, on or after the Notice Date, all or any of the
Shares are consolidated or subdivided, then:
(a) this Offer will be interpreted to take into account that consolidation or subdivision and
will be deemed to be for the Shares resulting from that consolidation or subdivision;
(b)

the considera
tion per Share provided for under clause 2.1 will be increased or reduced,
as the case may require, in proportion to that consolidation or subdivision; and
(c)
the Acceptor
s will be bound to transfer those consolidated or subdivided Shares to the
Offeror on the basis of the consideration so increased or reduced.
6.4
Issues of new Shares: If Restaurant Brands makes any issue of shares to any person on or
after the Offer Date other than by way of bonus issue and the condition contained in clause
5.4(c) is waived by the Offeror, then this Offer will be deemed to extend to and include those
shares and the consideration payable for them will be as provided in clause 2.1.
7
METHOD OF SETTL
EMENT
7.1
Nominated method payment: If:
(a) this Offer is declared unconditional; and
(b) an Acceptor’s relevant Acceptance Form is in order (or the Offeror rectifies any errors
or omissions in or from the relevant Acceptance Form or otherwise accepts the relevant
Acceptance Form as valid under clause 3.3); and
(c)
where applicable, the Specified Holder Certificate is received and is in order (or the
Offeror rectifies any errors or omissions in or from the Specified Holder Certificate or
otherwise accepts the Specified Holder Certificate as valid under clause 3.3),
depending on the method of
payment elected by the Acceptor, either a cheque for the
cash amount payable to the Acceptor will be posted to the Acceptor by ordinary mail to
the address contained in the Acceptor’s Acceptance Form or the cash amount will be
electronically transferred to the bank account identified in the Acceptor’s Acceptance Form,
by the date specified in clause 2.2.

RECOMMENDED OFFER
23
7.2 No nominated method of payment: If:
(a) an Acceptor does not nominate a method of payment; or
(b) an Acceptor, having nominated an Australian bank account, does not complete the
GREEN Acceptance Form (which relates to CHESS holdings); or
(c) an Acceptor does not provide sufficient details to the Offeror for the Offeror to make an
electronic funds transfer to the Acceptor’s nominated bank account,
the Offeror will pay the amount payable to the Acceptor by electronic funds transfer to any
bank account that the relevant Acceptor has advised to Restaurant Brand’s share registrar
(such as for dividend payments), or failing that, by cheque. An Acceptor who has received a
cheque as a result of the operation of this clause 7.2 may subsequently provide the Offeror
with sufficient details to make an electronic transfer to that Acceptor’s nominated bank
account (whereupon any cheque payable to that Acceptor will be cancelled).
7.3
Interest: In no circumstances will the Offeror be liable to pay interest on any payment due
to an Acceptor.
8 NOTICES
8.1
Notices giv
en to Restaurant Brands, the Takeovers Panel and NZX:
(a)
dec
laring this Offer unconditional;
(b)
ad
vising that this Offer is withdrawn in accordance with the Takeovers Code;
(c)
ad
vising that a term or condition of this Offer has been waived; or
(d)
ad
vising that this Offer has lapsed in accordance with its terms or the Takeovers Code,
will, in eac
h case, be deemed to be notice to all Restaurant Brands shareholders when so
given.
8.2
Notice of
any variation of this Offer will be sent to Restaurant Brands, the Takeovers Panel,
NZX and, except where not required in accordance with the Takeovers Code, to each of
Restaurant Brands’ shareholders under this Offer.
9
FURTHER INFORMA
TION AND MISCELLANEOUS
9.1

Schedule:
Further information relating to this Offer, as required by Schedule 1 of the
Takeovers Code, is set out in the Schedule to this Offer and forms part of this Offer
Document.
9.2

Definitions: In this Of
fer Document, unless the context indicates otherwise:
Acceptance Form
means:
(a)
the w
hite acceptance and transfer form relating to the Shares that is enclosed with, and
forms part of, this Offer Document; and
(b)
the green acceptance and transfer form relating to the Shares in a CHESS holding that
is enclosed with, and forms part of, this Offer Document;

RECOMMENDED OFFER
24
Acceptor means a holder of Shares who has accepted this Offer in accordance with its
terms;
Closing Date means 11.59 p.m. on 12 March 2019 or on such other date to which the Offer
Period is extended in accordance with the Takeovers Code;
Copulos Interests means Eyeon QSR Pty Limited, Eyeon No 2 Pty Limited, Copulos
Superannuation Pty Limited, PC Nab Pty Limited, Eyeon Investments Pty Limited and
Copulos Foundation Pty Limited;
Disclosure Materials means:
(a) the Disclosure Letter dated 25 November 2018 between Restaurant Brands and the
Offeror; and
(b)

the written inf
ormation, documents and responses listed in the Disclosure Letter
and made available to the Offeror or its representatives by Restaurant Brands or its
representatives before 25 November 2018 in the virtual data room established by
Restaurant Brands.
Finaccess Capital means Finaccess Capital, S.A. de C.V.;
Independent
Adviser means Grant Samuel & Associates Limited;
Independent
Adviser’s Report means the independent adviser’s report prepared by the
Independent Adviser in relation to the Offer (as amended or updated from time-to-time and
including any supplementary or replacement report);
Material Adverse
Change means a matter, event or circumstance that occurs or becomes
known to the Offeror after the Notice Date (each a Specified Event) which has, has had, or
is reasonably likely to have the effect of:
(a)
diminishing the consolidated net tangible assets of Restaurant Brands and each
of its Related Companies (together, the RBNZ Group) taken as a whole by at least
$30,000,000 against what it would reasonably have been expected to have been but for
such Specified Event (either individually or when aggregated with other matters, events
or circumstances of a similar kind or category); or
(b)
diminishing the consolidated earnings before interest, tax, depreciation and
amortisation of the RBD Group for the then current 52-week period (that is, if the matter,
event or circumstance occurs on or before 25 February 2019, the 52 week period
ending 25 February 2019 (FY2019) or, if the matter, event or circumstance occurs
after 25 February 2019 but prior to 25 February 2020, the 52 week period ending 25
February 2020 (FY2020)) by at least $10,000,000 against what they would reasonably
have been expected to have been but for such Specified Event (either individually
or when aggregated with other matters, events or circumstances of a similar kind or
category) but disregarding matters, events or circumstances which have a one-off or
non-recurring impact and the results of which are felt by the RBD Group only in FY2019
or FY2020 (as applicable),

RECOMMENDED OFFER
25
in each case, determined after disregarding matters, events or circumstances:
(a) resulting from changes in general economic or political conditions (including changes
in foreign exchange rates, interest rates or commodity prices), the securities market in
general or law;
(b)
fairly disclosed to NZX or to Finaccess Capital prior to the Notice Date;
(c) done or not done at the written request or with the written acknowledgement and written
approval of the Offeror, including any consequences reasonably foreseeable as a result
of such matters;
(d)
resulting solel
y from the actual or anticipated change of control of Restaurant Brands
contemplated by this Offer;
(e)
resulting from changes in generally accepted accounting principles; or
(f) resulting from the implementation of IFRS 16;
Notice Date
means 26 November 2018, being the date on which the Offeror served or
caused to be served on Restaurant Brands a notice in writing pursuant to rule 41 of the
Takeovers Code;
NZX
means NZX Limited and, where the context requires, the main board financial market
that it operates;
NZX Listing Rules means the main board listing rules of NZX;
Offer means the offer for the Specified Percentage of Shares as set out in this Offer
Document;
Offer Date
means 6 December 2018, being the date of this Offer Document specified in
clause 1.2;
Offer Document means this offer document dated 6 December 2018;
Offer Period means the period beginning on the Offer Date and ending at the Closing Date;
Offer T
erms means the Terms and Conditions of the Offer set out on pages 13 to 27 of the
Offer Document;
Offeror
means Global Valar, S.L.;
Record Date
means 4 December 2018, being the record date for the purposes of the Offer;
Registrar means Link Market Services Limited, the registrar for the Offer;
Related Company
has the meaning, in relation to a company, given to that expression
in section 2(3) of the Companies Act 1993, provided that, for this purpose, references
to “company” in that section will extend to any body corporate wherever incorporated or
registered;
Restaurant Brands means R
estaurant Brands New Zealand Limited;

RECOMMENDED OFFER
26
Share(s) means a fully paid ordinary share in Restaurant Brands;
Specified Holder Certificate means the certificate, that is enclosed with, and forms part of,
this Offer Document, that must be signed by a person that holds equity securities on behalf
of more than one person;
Specified Percentage means 75.00%, subject to any adjustment in accordance with rule
9(7) of the Takeovers Code (if applicable);
Takeover Notice means the Offeror’s notice, under rule 41 of the Takeovers Code of its
intention to make a partial takeover offer for Restaurant Brands;
Takeovers Panel means the takeovers panel established by the Takeovers Act 1993;
Unconditional Date means 9 April 2019, but this may change (as permitted by the
Takeovers Code) if the Closing Date is extended in accordance with the Takeovers Code;
and
Working Day has the meaning given in section 2(1) of the Companies Act 1993.
9.3 Interpretation: In this Offer Document:
(a) any reference to the Takeovers Code means the takeovers code approved in the
Takeovers Regulations 2000, as amended by any applicable exemption granted by the
Takeovers Panel under the Takeovers Act 1993;
(b) except as expressly defined in this Offer Document, or where the context requires
otherwise, terms defined in the Takeovers Code have the same meaning in this Offer
Document;
(c)
references to amounts of dollars, NZD and $ are to New Zealand currency and to times
are to New Zealand time;
(d) headings are for ease of reference only and will not affect the interpretation of this Offer
Document or any Acceptance Form or Specified Holder Certificate;
(e)

ref
erences to any statutory provision are to statutory provisions in force in New Zealand
and include any statutory provision which amends or replaces it, and any by-law,
regulation, order, statutory instrument, determination or subordinate legislation made
under it;
(f) the singular includes the plural and vice versa;
(g) all percentages in the Offer (including the Specified Percentage and in the Schedule)
are rounded to two decimal places; and
(h)

a ref
erence to “fairly disclosed” means a disclosure in writing to Finaccess Capital or
NZX (as applicable) in a manner, and in sufficient detail, so as to enable a reasonable
bidder to identify and reasonably assess the nature, scope and significant implications
of the relevant matter, event or circumstances.

RECOMMENDED OFFER
27
9.4 Takeovers Act and Code prevail: If there is any inconsistency between the terms and
conditions of this Offer and the provisions of the Takeovers Act 1993 (including any
exemption granted under it) or the Takeovers Code, the provisions of the Takeovers
Act 1993 or the Takeovers Code (as the case may be) will prevail to the extent of that
inconsistency.
9.5
Cheques, documents and transfers: All cheques, electronic funds transfers, Acceptance
Forms, Specified Holder Certificates and other documents to be delivered, sent or
transferred by or to any person will be delivered, sent or transferred at that person’s own
risk.
9.6
Variation: This Offer may be varied by the Offeror in accordance with the Takeovers Code
or any exemption granted by the Takeovers Panel under section 45 of the Takeovers Act
1993.
9.7 Governing law and jurisdiction: This Offer and any contract arising from it shall be
governed by and construed in accordance with the laws of New Zealand, and the parties to
any such contract submit to the non-exclusive jurisdiction of the Courts of New Zealand.

RECOMMENDED OFFER
28
SCHEDULE
INFORMATION REQUIRED BY SCHEDULE 1 OF THE TAKEOVERS CODE
The information required by Schedule 1 of the Takeovers Code and not stated elsewhere in this
Offer Document, is set out below. Where any information required by Schedule 1 is not applicable,
no statement is made regarding that information. The following matters are stated as at the Offer
Date.
1
DATE OF OFFER
The date of the Offer is 6 December 2018.
2
OFFEROR
AND ITS DIRECTORS
2.1
T
he Offeror is Global Valar, S.L.
2.2 The registered office of the Offeror is situated at:
Plaza P
ablo Ruiz Picasso 1,
Planta 43
Madrid 28020
Spain
Email: jpares@finaccess
.mx
2.3
T
he names of the directors of the Offeror are:
(a)
Rafael Gordon Arce;
(b)

Eduardo Zamar
ripa Escamilla; and
(c)
J
osé Parés Gutiérrez.
2.4
The following persons will become controllers of an increased percentage of voting
securities in Restaurant Brands as a result of the acquisition under this Offer:
(a)

Gr
upo RBNZ S.A. de C.V. (Grupo RBNZ) (a company incorporated in Mexico), which
holds 99.86% of the voting rights in Global Valar;
(b)
Finaccess Capital (a compan
y incorporated in Mexico), which holds 100% of the voting
rights in Grupo RBNZ;
(c)

Gr
upo Finaccess S.A. de C.V. (Grupo Finaccess) (a company incorporated in Mexico),
which holds 100% of the voting rights in Finaccess Capital;
(d)
Grupo Far-Luca S.A. de C.V. (Grupo Far-Luca) (a company incorporated in Mexico),
which holds 64% of the voting rights in Grupo Finaccess
12
; and
(e) Carlos Fernández González (a Mexican citizen), who holds 100% of the voting rights in
Grupo Far-Luca and who ultimately controls Finaccess Capital and the Offeror.
12 No person, other than Grupo Far-Luca, holds more than a 5% voting interest in Grupo Finaccess.

RECOMMENDED OFFER
29
3 TARGET COMPANY
The target company is Restaurant Brands New Zealand Limited.
4 OFFER TERMS
All of the terms and conditions of the Offer are set out in the Offer Document to which this
schedule is attached.
5 PARTICULARS OF VOTING SECURITIES SOUGHT
5.1 The table below sets out particulars of the Shares sought by the Offeror under this Offer:
Number of
Shares
Percentage of
Total Shares
13

The total number of Shares on issue in Restaurant Brands as
at the Offer Date (Total Shares).
14

124,758,523100%
The number of Shares that the Offeror already holds or
controls in Restaurant Brands as at the Offer Date.
00.00%
The number of Shares that the Offeror would hold or control
in Restaurant Brands after successful completion of the Offer,
provided that the 75% minimum acceptance condition in
clause 5.1(a) of the Offer Terms is satisfied.
15
93,568,892
(i.e., the
Specified
Number)
75.00%
(i.e., the
Specified
Percentage)
The number of Shares that the Offeror would hold or control
in Restaurant Brands after successful completion of the Offer
where the 75% minimum acceptance condition in clause 5.1(a)
of the Offer Terms is waived by the Offeror but the Offeror
satisfies the non-waivable minimum acceptance condition set
out in clause 5.1(b) of the Offer Terms.
16

62,379,26250.01%
17
The number of Shares that is the aggregate of the number
of Shares that the Offeror would hold or control in Restaurant
Brands after successful completion of the Offer together
with the number of Shares held or controlled by the Offeror’s
associates.
18

93,568,89275.00%
5.2
T
he information in the table above assumes that:
(a)
the Shares are the onl
y class of voting security in Restaurant Brands;
(b)
252,000 Shares are issued to Russel Creedy and 126,000 are issued to Grant Ellis upon
the conversion of their respective performance rights (which is expected to occur on or
before the Record Date, as contemplated by the Pre-Bid Agreement and described in
further detail in clause 10.3(g) of this Schedule); and
(c)
other than the conversion of performance rights referred to in (b) above, there is no
change to the number of Shares on issue in the period between the Offer Date and
successful completion of the Offer.
13 All percentages are calculated based on the relevant number of Shares being divided by the number of Total Shares (multiplied by 100 and rounded to two decimal places).
14 The calculation of the Total Shares has been calculated as at the Offer Date and as noted in paragraph 5.2(b) of the Schedule. This assumes that Shares have been issued to Russel Creedy and
Grant Ellis, respectively, on vesting of their performance rights, as referred to in clause 5.4(c)(i) of the Offer Terms and contemplated by the Pre-Bid Agreement.
15

Because
the Offeror does not hold or control any Shares, this number and percentage is also the number and percentage of Shares sought by the Offeror under the Offer.
16

It should be noted that the Of
feror could end up holding between 50.01% (rounded up to two decimal places) and 75.00% of the Shares.
17
This percentage has been rounded up to two decimal places.
18

The Of
feror does not have any associates (as that term is defined in the Takeovers Code) who hold or control any Shares. It is also assumed that the 75% minimum acceptance condition is
satisfied.

RECOMMENDED OFFER
30
6 OWNERSHIP OF EQUITY SECURITIES OF RESTAURANT BRANDS
6.1 The table below sets out a statement of the number, designation and percentages of equity
securities of any class of Restaurant Brands held or controlled by:
(a)

the Of
feror;
(b)
an
y related company of the Offeror;
(c)
an
y person acting jointly or in concert with the Offeror;
(d)
an
y director of any of the persons described in paragraphs (a) to (c); and
(e)
any other person holding or controlling 5% or more of the Class, to the knowledge of
the Offeror.
NameCategory
description
Number
of Equity
Securities held
or controlled
Type of Equity
Security
Percentage of
class of Equity
Securities
Stephen Copulos
19
Person holding or
controlling 5% or
more of Shares
10,630,819Shares8.52%
6.2
Except for those persons who are specified in the statement made above as holding or
controlling equity securities of Restaurant Brands, no person referred to in paragraphs (a)
to (d) above holds or controls equity securities of Restaurant Brands.
7 TRADING IN RESTAURANT BRANDS EQUITY SECURITIES
None of the persons referred to in sections paragraph 6.1(a) to (d) above have acquired or
disposed of any equity securities in Restaurant Brands in the six month period ending on
the date of this Offer Document.
8 AGREEMENTS TO ACCEPT OFFER
8.1
The Offeror, Finaccess Capital, Stephen Copulos (who is a director of Restaurant Brands),
and the Copulos Interests have entered into a lock-in deed dated 25 November 2018 (the
Lock-In Deed). Under the Lock-In Deed, each of the Copulos Interests has irrevocably
agreed to accept, and Stephen Copulos has irrevocably agreed to procure that each of the
Copulos Interests accept, the Offer in respect of:
(a)
the Shares held (directl
y or indirectly) by each of the Copulos Interests as at the date of
the Lock-In Deed (being, in aggregate, 10,630,819 Shares, which represent 8.52% of
the Shares on issue); and
(b)
any other Shares acquired by Stephen Copulos and/or any of the Copulos Interests on
or after the date of the Lock-In Deed, (together, the Copulos Shares).
19 HSBC Custody Nominees Australia Limited holds Shares as custodian on behalf of Eyeon No 2 Pty Limited (1,585,482 Shares) and PC Nab Pty Limited (2,117,853 Shares). Citibank N.A.,
New Zealand Branch (Citibank NZ) holds Shares as custodian on behalf of Eyeon QSR Pty Limited (5,198,817 Shares), Copulos Superannuation Pty Limited (862,937 Shares) and Eyeon
Investments Limited (662,686 Shares). For all of these entities, Stephen Copulos is either the sole director or whose only other director is accustomed to act in accordance with Stephen
Copulos’ directions, instructions or wishes. In addition, 203,044 Shares are held by Citibank NZ as custodian for Copulos Foundation Pty Limited. Stephen Copulos has the power to exercise, or
to control the exercise of, the right to vote attached to those Shares held by Copulos Foundation Pty Limited.

RECOMMENDED OFFER
31
The material terms of the Lock-In Deed are as follows:
(a) Subject to the Offer being made by the Offeror on the terms attached to the Lock-
In Deed, the Copulos Interests will accept the Offer in respect of all of the Copulos
Shares.
(b)
The Copulos Interests must accept the Offer by the later of the date which is two
Working Days after date of despatch of the Offer and the date on which the Offer is
received by the Copulos Interests. The Copulos Interests may delay their acceptance
of the Offer for up to seven Working Days if Restaurant Brands announces that it has
received a superior proposal and has provided the Offeror with an opportunity to match
it.
(c)
Acceptance of the Offer by the Copulos Interests is subject to the condition that the
directors of Restaurant Brands do not withdraw or qualify their recommendation that all
Restaurant Brands shareholders accept the Offer or the directors of Restaurant Brands
otherwise indicate that Restaurant Brands shareholders should not accept the Offer.
(d)
None of Stephen Copulos or the Copulos Interests will dispose of, encumber or deal in
any way with any of the Copulos Shares (or any interest in them), except to accept this
Offer.
(e)
None of Stephen Copulos or the Copulos Interests will:
(i)
enter into any discussions or negotiations relating to the possible disposal of the
Copulos Shares or provide any information of any nature to a third party for the
purposes of encouraging or facilitating a competing transaction;
(ii)

mak
e any public statement indicating a lack of support for, or endorsement of,
the Offer or supporting, recommending or endorsing a different transaction to the
Offer; or
(iii) directly or indirectly, engage in, initiate, solicit, continue or encourage any
proposals or approaches or offers from, or discussions or negotiations with, any
person in relation to a competing transaction.
(f)

T
he restrictions summarised in paragraph (e) do not prevent Stephen Copulos from
taking certain actions in his capacity as a director of Restaurant Brands, provided that
such actions do not breach the Pre-Bid Agreement (see clause 10.3(h) and (i) of this
Schedule for more detail).
(g) The Lock-In Deed will automatically terminate if:
(i) the Offer lapses; or
(ii) the Offer is withdrawn in accordance with the Takeovers Code.
(h) Each of the Copulos Interests may exercise and/or control the exercise of all voting
rights (as defined in the Takeovers Code) attached to their respective Copulos Shares in
whatever manner it sees fit until such time as the Offer is declared unconditional.
(i)
Eac
h of the Copulos Interests and Stephen Copulos will be entitled to terminate the
Lock-In Deed if the Offeror has not made the Offer on or before 31 December 2018 or if
there is a change in recommendation as contemplated in paragraph (c) above.
8.2
Other than as disclosed in paragraph 8.1, no person has agreed conditional or
unconditionally to accept the Offer as at the Offer Date.

RECOMMENDED OFFER
32
9 ARRANGEMENTS TO PAY CONSIDERATION
9.1 The Offeror has arrangements in place to pay the consideration to be provided on full
acceptance of the Offer and to pay any debts incurred in connection with the Offer
(including debts arising under rule 49 of the Takeovers Code).
9.2

A sta
tement setting out the rights of each holder of Shares under rule 34 of the Takeovers
Code is set out in clause 2.3 of the Terms and Conditions of the Offer.
10 ARRANGEMENTS BETWEEN OFFEROR AND RESTAURANT BRANDS
10.1 Finaccess Capital and Restaurant Brands entered into a confidentiality agreement dated 16
July 2018 under which Finaccess Capital agreed to keep confidential information disclosed
to it by Restaurant Brands in connection with its evaluation of a potential transaction
involving the acquisition of the Shares.
10.2
Kentucky Fried Chicken International Holdings LLC, Pizza Hut International LLC and Taco
Bell Corp. (together, Yum! Brands), Finaccess Capital and Restaurant Brands entered into
an agreement dated 19 November 2018 under which the relevant Yum! Brands’ subsidiaries
have conditionally granted consent to the acquisition by the Offeror of up to 75.00% of the
Shares under this Offer (the Yum! Consent). The Yum! Consent is conditional upon:
(a)

the sa
tisfaction of Yum!’s franchisee due diligence requirements in respect of the
Offeror and Finaccess Capital; and
(b)
Finaccess Capital and R
estaurant Brands entering into formal agreements relating to
the ownership of Restaurant Brands, and the operation and development of Restaurant
Brands’ KFC, Pizza Hut and Taco Bell businesses after completion of this Offer.
10.3
Finaccess Capital, the Offeror and Restaurant Brands entered a pre-bid agreement dated
25 November 2018 relating to the Offer (the Pre-Bid Agreement). The material terms of the
Pre-Bid Agreement are as follows:
(a)
T
he Offeror will:
(i)
send the T
akeover Notice not later than 8.00am New Zealand time one Working Day
after the date of the Pre-Bid Agreement; and
(ii)
make the Offer as soon as reasonably practicable and, in any event, not later than
20 Working Days after sending the Takeover Notice.
(b)

T
he Offeror’s obligations referred to in (a)(i) above are conditional on the Independent
Adviser’s Report concluding that the consideration under this Offer is within or above
the Independent Adviser’s valuation range for the Shares, none of the conditions in
clause 5.4 of the Offer Terms being triggered and there being no unremedied breach
by Restaurant Brands of its obligations under the Pre-Bid Agreement or the Takeovers
Code.

RECOMMENDED OFFER
33
(c) Restaurant Brands will:
(i) make an agreed public statement on signing of the Pre-Bid Agreement;
(ii) prepare a target company statement within an agreed timeframe; and
(iii) procure that its board of directors unanimously recommend that shareholders
accept the Offer, in the absence of an unmatched superior proposal and subject to
the consideration under the Offer being within or above the Independent Adviser’s
valuation range for the Shares.
(d)
Restaurant Brands must procure that each director of Restaurant Brands (other than
Stephen Copulos) accepts the Offer in respect of any Shares which they own or control,
except where there is an unmatched superior competing proposal for Restaurant
Brands.
(e)
If, after the Offer is made, a matter or circumstance arises which will, or is likely to, result
in a breach or non-satisfaction of a condition in clauses 5.4(a) to (q) of the Offer Terms,
the Offeror must not invoke the condition until it has remained in breach or unsatisfied
for a period of five Working Days.
(f)
In relation to the condition in clause 5.2 of the Offer Terms (Overseas Investment Office
consent):
(i)
the Offeror and Restaurant Brands will co-operate with one another in relation to
obtaining the consent under the Overseas Investment Act 2005; and
(ii)
the Of
feror will not withhold its approval to the terms of any consent or conditions
of consent granted by the Overseas Investment Office (OIO) if the terms and
conditions imposed are the standard terms or conditions of consent available on
the OIO website as at the date of the Pre-Bid Agreement.
(g)
Restaurant Brands will ensure that performance rights (each of which entitles the holder
to receive one Share) held by Russel Creedy and Grant Ellis will vest on the Record
Date.
(h)
R
estaurant Brands will not:
(i)
solicit, or eng
age in talks in relation to, a competing transaction to acquire control,
or a material part of the business, of Restaurant Brands; or
(ii)
mak
e available non-public information about the business of Restaurant Brands to
any third party in relation to such a competing transaction,
e
xcept in relation to an unsolicited competing transaction where the board of
Restaurant Brands determines that a failure to engage in such talks or provide non-
public information would be likely to constitute a breach of the fiduciary or statutory
duties owed by the directors of Restaurant Brands. This obligation applies from the date
of the Pre-Bid Agreement until that agreement is terminated or the Offeror fails to match
a competing superior proposal.
(i)
Restaurant Brands will notify the Offeror if Restaurant Brands receives a competing
transaction (including any inquiries to initiate negotiations or requests for non-public
information that could lead to a competing transaction).
(j)
If
Restaurant Brands receives a competing transaction that the board of Restaurant
Brands considers is a superior proposal to the Offer, the Offeror will have the
opportunity to match any such competing transaction. The board of Restaurant Brands
must consider any such counter proposal made by the Offeror. If the board considers

RECOMMENDED OFFER
34
that the Offeror’s counter proposal is no less favourable to the Restaurant Brands
shareholders than the relevant competing transaction, then the Offeror and Restaurant
Brands will implement the Offeror’s counter proposal and the board of Restaurant
Brands will recommend that proposal to shareholders (in the absence of any new
superior proposal).
(k)

R
estaurant Brands has agreed to waive all of its rights, and not make any claim against,
any director, shareholder, officer, employee or representative of Finaccess Capital and
each of its Related Companies, in connection with any breach of any representations,
covenants, and warranties of Finaccess Capital (and any member of the Finaccess
Capital group) in the Pre-Bid Agreement, or any other act or omission in connection with
the Pre-Bid Agreement or the Offer, except in the case of wilful misconduct or fraud.
(l)

R
estaurant Brands must pay the Offeror a reimbursement sum of NZ$7,000,000 (plus
GST, if any) where:
(i)
Restaurant Brands fails to issue the public statement referred to in paragraph (c)(i)
above;
(ii) any director of Restaurant Brands fails to recommend the Offer, makes other
adverse comments in relation to the Offer or (other than Stephen Copulos) fails to
accept this Offer, other than as a result of:
(A)
the Independent Adviser concluding that the consideration under this Offer
does not fall within or above its valuation range for the Shares;
(B)

a failure of
any of the conditions set out in clauses 5.2 (Overseas Investment
Act), 5.3 (Yum! Consent) or 5.4(q) (no restraining orders) of the Offer Terms; or
(C) the Offeror breaching the Pre-Bid Agreement;
(iii) a competing transaction is announced prior to the Closing Date and is successfully
implemented within 12 months of that announcement;
(iv) Restaurant Brands, with the intention of frustrating this Offer, solicits or encourages
a person to acquire 10% or more of the Shares and that person does not accept
the Offer;
(v)

the Pre-Bid Agreement is ter
minated after the Offeror fails to match a competing
superior proposal for Restaurant Brands; or
(vi) any of the Copulos Interests fails to accept the Offer in accordance with the Lock-
In Deed.
(m)

T
he Offeror must pay Restaurant Brands a reimbursement sum of NZ$7,000,000 (plus
GST, if any) where:
(i)

the Of
feror fails to give the Takeover Notice or make the Offer; or
(ii)
the Of
feror fails to meet its payment obligations to shareholders under the Offer.
(n)

T
he Offeror will not delist Restaurant Brands from the NZX or ASX within 12 months after
completion of this Offer, except where the Offeror becomes entitled to compulsorily
acquire the remaining Shares under Part 7 of the Takeovers Code as a result of a
takeover offer that complies with the requirements summarised in paragraph (o).

RECOMMENDED OFFER
35
(o) If the Offeror makes a further takeover offer for Restaurant Brands within 12 months after
completion of this Offer (Follow-On Offer), the Offer of the Follow-On Offer must be
at least NZ$9.45 per Share, subject to an adjustment on a pro-rata basis to reflect any
increase or decline (if any) in the S&P/ NZX 50 index between the date of completion
of this Offer and the date that the Offeror gives the notice of intention for the Follow-On
Offer.
(p)

Finaccess Capital will guarantee the ob
ligations of the Offeror under the Pre-Bid
Agreement.
10.4
R
estaurant Brands and the Offeror executed a disclosure letter dated 25 November 2018
relating to the ability of Restaurant Brands to make fair disclosures to the Offeror in relation
to certain conditions set out in clause 5.4 of the Offer Terms and for the purposes of
relevant corresponding provisions of the Pre-Bid Agreement.
10.5 Other than as disclosed in paragraphs 10.1 to 10.4, no agreement or arrangement (whether
legally enforceable or not) has been made, or is proposed to be made, between the
Offeror or any associates of the Offeror, and Restaurant Brands or any related company of
Restaurant Brands, in connection with, in anticipation of, or in response to, this Offer.
11

ARRANGEMENTS BETWEEN OFFEROR,
AND DIRECTORS AND SENIOR MANAGERS
OF RESTAURANT BRANDS
11.1
Under the Pre-Bid Agreement:
(a) Each of Finaccess Capital and the Offeror has agreed to waive all of its rights, and not
make any claim against, the directors and employees (which would include the senior
managers) of Restaurant Brands, or any Related Company of Restaurant Brands in
connection with any breach of the Pre-Bid Agreement or any other act or omission
in connection with the Pre-Bid Agreement or the Offer, except in the case of wilful
misconduct or fraud.
(b)
Finaccess Capital and the Offeror have each undertaken to ensure that, for seven years
after completion of the Offer, the constitutions of Restaurant Brands and its subsidiaries
provide for each company to indemnify each of its current and former directors and
officers against any liability incurred by that person in his or her capacity as a director
or officer of that company.
(c)
Prior to the Closing Date, Restaurant Brands may, with Finaccess Capital’s prior consent
(not to be unreasonably withheld), enter into arrangements to secure directors’ and
officers’ insurance for a period of up to seven years from completion of the Offer and
pay all premiums required.
11.2

T
he directors and senior managers of Restaurant Brands are not parties to the Pre-Bid
Agreement. However, they are able to personally enforce the provisions summarised in
paragraph 11.1 under the Contract and Commercial Law Act 2017.
11.3

T
he Yum! Consent contemplates that the Offeror will use commercially reasonable
endeavours to ensure that Russel Creedy is retained as chief executive officer of the
Restaurant Brands group for at least three years following completion of the Offer.

RECOMMENDED OFFER
36
11.4 Other than as disclosed in paragraphs 11.1 to 11.3, no agreement or arrangement (whether
legally enforceable or not) has been made, or is proposed to be made, between the Offeror
or any associates of the Offeror, and any of the directors or senior managers of Restaurant
Brands or of any related company of Restaurant Brands, in connection with, in anticipation
of, or in response to, the Offer.
12

FINANCIAL
ASSISTANCE
No agreement or arrangement has been made, or is proposed to be made under which
Restaurant Brands or any related company of Restaurant Brands will give (directly or indirectly)
financial assistance for the purpose of, or in connection with, the Offer.
13

INTENTIONS
ABOUT MATERIAL CHANGES IN RESTAURANT BRANDS
13.1
If
the Offer is declared unconditional, the Offeror intends:
(a)
to suppor
t the management of Restaurant Brands to implement their existing strategy;
20

and
(b) to support the continued assessment of the dividend policy of Restaurant Brands
against the other capital requirements in the business on an ongoing basis, subject to
circumstances at the time and maintaining future flexibility to preserve and maximize
shareholder value. The Offeror does not currently intend to ask the board of directors
of Restaurant Brands to promote a change in Restaurant Brands’ dividend policy in the
near term.
21
13.2 The Offeror has advised Restaurant Brands that, while it currently does not envisage
any future equity capital raising being required in the near to medium term, any larger-
scale initiatives unable to be funded from existing business cash flows will require an
assessment of capital sources at the relevant time. The Offeror considers that would include
consideration of both debt and equity capital, noting that the Offeror does not currently
intend to significantly lever Restaurant Brands.
13.3
As set out in the summary of the terms of the Pre-Bid Agreement in paragraph 10.3:
(a) the Offeror has agreed that the Offeror take steps to not delist Restaurant Brands from
the NZX or the ASX within 12 months of completion of this Offer, other than where the
Offeror acquires all of the Shares; and
(b)

in the e
vent the Offeror makes a Follow-On Offer within 12 months of completion of this
Offer, the Offeror has agreed that any Follow-On Offer would not offer consideration
less than the consideration under this Offer, subject to a reduction on a pro-rata basis
to reflect any increase or decline (if any) in the S&P NZX 50 index between the date of
completion of this Offer and the date that the Offeror gives the notice of intention for the
Follow-On Offer.
20 The most recent summary of Restaurant Brands’ strategy is set out in the May 2018 Investor Presentation: http://nzx-prod-s7fsd7f98s.s3-website-ap-southeast-2.amazonaws.com/attachments/
RBD/317419/278497.pdf
21

The Restaurant Brands dividend policy is set out on page 6 of the Restaurant Brands Dividend Reinvestment Plan Offer Document: http://www.restaurantbrands.co.nz/files/documents/dividend-
reinvestment-plan-offer/.

RECOMMENDED OFFER
37
13.4 Except as set out above, the Offeror does not currently intend to make material change
to:
(a) the business activities of Restaurant Brands or any member of the RBD Group;
(b) the material assets of Restaurant Brands or any member of the RBD Group; or
(c) the capital structure of Restaurant Brands (including its dividend policy, equity or debt).
13.5 Although the Offeror reserves the right to make changes to the intentions expressed
above, there is no other information known to the Offeror about the likelihood of changes to
Restaurant Brands or any member of the RBD Group that could reasonably be expected to
be material to the making of a decision by an offeree to accept or reject the Offer.
13.6

T
he statements made in this paragraph 13 are consistent with any information that has been
given by the Offeror to any regulatory body (in New Zealand or in an overseas jurisdiction)
in relation to the Offer.
14

PRE-EMPTION CLAUSES IN REST
AURANT BRANDS’ CONSTITUTION
T
here is no restriction, in the constitution of Restaurant Brands, on the right to transfer any
Shares that would have the effect of requiring the holders of Shares to offer the Shares for
purchase to members of Restaurant Brands or to any other person before transferring those
securities.
15
ESCALATION CLAUSES
No agreement or ar
rangement (whether legally enforceable or not) has been made, or is
proposed to be made, under which:
(a)
an
y existing holder of Shares will or may receive in relation to, or as a consequence of,
the Offer any additional consideration or other benefit over and above the consideration
set out in the Offer; or
(b)
an
y prior holder of Shares will or may receive any consideration or other benefit as a
consequence of the Offer.
16

CLASSES OF SECURITIES
No repor
t is required under rule 22 of the Takeovers Code (which, if the offer is for more
than one class of financial products, requires a report by an independent adviser on
the fairness and reasonableness of the consideration and terms of the offer as between
different classes of financial products).

RECOMMENDED OFFER
38
17 CERTIFICATE
To the best of our knowledge and belief, after making proper enquiry, the information
contained in this Offer Document is, in all material respects, true and correct and not
misleading, whether by omission of any information or otherwise, and includes all the
information required to be disclosed by the Offeror under the Takeovers Code.
Signed by the persons named below or their respective agents authorised in writing.
Rafael Gordon Arce Eduardo Zamarripa Escamilla José Parés Gutiérrez
Director Director and Chief Financial Officer Director and Chief Executive Officer
Global Valar, S.L Global Valar, S.L. Global Valar, S.L.

RECOMMENDED OFFER
39

RECOMMENDED OFFER
40
NOTES

RECOMMENDED
OFFER
6 December 2018
Partial takeover offer by Global Valar,
S.L. (a subsidiary of Finaccess
Capital, S.A. de C.V.) for ordinary
shares in Restaurant Brands
New Zealand Limited
for NZ$9.45 cash
per share.
Financial Adviser:
IMPORTANT
If you are in doubt as to any aspect of this Offer, you should
consult your financial or legal adviser.
If you have sold all your shares in Restaurant Brands New
Zealand Limited, you should immediately hand this Offer
Document and the accompanying acceptance forms to the
purchaser or the agent (e.g. the broker) through whom the
sale was made, to be passed to the purchaser.
Restaurant Brands New Zealand Limited’s target company
statement, together with an Independent Adviser’s Report
on the merits of the Offer either accompanies this Offer or
will be sent to you within 10 Working Days and should be
read in conjunction with this Offer.

RECOMMENDED OFFER
1
(Please specify number)
(Please specify number)
OFFER BY GLOBAL VALAR, S.L. FOR SHARES IN
RESTAURANT BRANDS NEW ZEALAND LIMITED
SHARE ACCEPTANCE FORM
SHAREHOLDER (TRANSFEROR)
CSN / HOLDER NUMBER: XXXXXXXXX
ACCEPTANCE NUMBER: XXXXXXXXX
NUMBER OF SHARES
HELD AS AT [XX/XX/XXXX]: XXXXXXXXX
ACCEPT ONLINE AT WWW.RBDTAKEOVER.CO.NZ
Please select the applicable option below to confirm the number of ordinary shares in Restaurant
Brands New Zealand Limited (Restaurant Brands Shares) in respect of which you accept the
partial takeover offer by Global Valar, S.L. (Offeror) (Transferee) dated 6 December 2018 (Offer).
I, AS HOLDER OF THE ABOVE SHARES
ACCEPT the Offer in respect of ALL of the Restaurant Brand Shares I hold,
subject to scaling.
ACCEPT the Offer in respect of the FOLLOWING NUMBER of Restaurant
Brand Shares, subject to scaling:
Note:
1 You may accept the Offer in respect of all or any of the Restaurant Brands Shares held by
you. Your acceptance may be subject to scaling, as set out in clause 4 of the Terms and
Conditions of the Offer Document.
2 If you do not tick an option above, or the number of Restaurant Brands Shares to which this
Acceptance Form relates is otherwise unclear for any reason, you will be deemed to have
accepted the Offer in respect of all the Restaurant Brands Shares held by you and to
have ticked the first box above.
PLEASE REFER TO THE INSTRUCTIONS BELOW FOR DIRECTIONS ON COMPLETING THIS
ACCEPTANCE FORM.
IF YOU HOLD YOUR SHARES IN A CHESS HOLDING, YOU MUST COMPLETE THE GREEN
ACCEPTANCE FORM.
BY SIGNING THIS ACCEPTANCE FORM THE TRANSFEROR HEREBY:
(a) irrevocably accepts the Offer for the Restaurant Brands Shares described above held by the
Transferor on the terms and conditions of the Offer;
(b) subject to the terms and conditions of the Offer, transfers such Restaurant Brands Shares to
the Transferee and gives the warranties contemplated by the Offer; and
(c) as set out in this form, appoints the Transferee the attorney of the Transferor.
Sample only please do not
complete this form

RECOMMENDED OFFER
2
SIGNATURES
For an INDIVIDUAL HOLDER, JOINT
HOLDERS, or ATTORNEY
For a COMPANY / BODY CORPORATE
Signed by the Transferor(s):Signed by the Transferor(s):
SignatureSignature
SignatureSignature
Dated and executed the
.......................................................................................................day of ..................................................................................................................................................20...................
ALL JOINT HOLDERS MUST SIGN
--
METHOD OF PAYMENTS (please tick one)
Payment will be made in New Zealand dollars (NZD) either by cheque or by electronic transfer
directly into the Transferor’s bank account. Please select a Method of Payment by ticking the
appropriate box below.
CHEQUE (NZD ONLY) ELECTRONIC TRANSFER
Note: If you do not select a Method of Payment, or the details that you provide are not sufficient
to effect an electronic transfer you will be paid to the account that you have previously provided to
Restaurant Brand’s share register or by cheque.
Electronic Transfer Details: Please complete the details below if you wish to be paid by
electronic transfer.
New Zealand Bank Account
Name:
............................................................................................................................................................................Bank: ..........................................................................................................................................................................................................
- - -
Bank/Branch Account Number Suffix
Australian Bank Account
Name:
............................................................................................................................................................................Bank: ..........................................................................................................................................................................................................
BSB Number Account Number
Overseas Bank Account (Not New Zealand or Australia):
Country:
.........................................................................................................................................................................................................................................................................................................................................................................................................
Account Name: ..........................................................................................................................................................................................................................................................................................................................................................................
Bank Name: ........................................................................................................................................................................................................................................................................................................................................................................................
Bank Address: .............................................................................................................................................................................................................................................................................................................................................................................
Swift Code: ............................................................................................................................................................................................................................................................................................................................................................................................
Sort Code/ BSB Code: ...........................................................................................................................................................................................................................................................................................................................................
Account Number: ...............................................................................................................................................................................................................................................................................................................................................................
Other Information: ...............................................................................................................................................................................................................................................................................................................................................................
(Overseas Transferors to provide any other information required to effect an electronic transfer to them)
Sample only please do not
complete this form

RECOMMENDED OFFER
3
NOTES AND INSTRUCTIONS FOR COMPLETION
1 TO ACCEPT THE OFFER: Complete and sign this form where marked “Signed by the Transferor(s)”.
Companies must sign in accordance with the Companies Act 1993.
2 RESTAURANT BRAND SHARES HELD BY SPECIFIED HOLDERS: If your Restaurant Brands Shares are
held through a nominee or another person who holds Restaurant Brands Shares on your behalf, advise that
person that you wish to sell your Restaurant Brands Shares and instruct that person to complete, sign and
return this Acceptance Form and the Specified Holder Certificate to the Transferee in accordance with the
instructions set out below.
3 METHOD OF PAYMENT: You should select a Method of Payment. You should take particular care to provide
all information that is required to make an electronic transfer to you or to send a cheque to you, as the case
may be. If you elect to be paid by electronic transfer you will need to make your own arrangements with your
bank to ensure that your designated account is capable of receiving a funds transfer in New Zealand dollars.
If you do not select a Method of Payment or you do not provide sufficient details so that an electronic funds
transfer can be made to your bank account, payment will be made by electronic funds transfer to the NZ
dollar account that you have previously provided to Restaurant Brand’s share register (such as for dividend
payments) or, failing that, by cheque. Neither the Transferee nor Link Market Services Limited has any
responsibility to verify any such details.
4 JOINT HOLDERS: If the Restaurant Brands Shares are registered in the names of joint holders, every one of
the joint holders must sign the form.
5 RESTAURANT BRAND SHARES HELD BY NOMINEES: If your Restaurant Brands Shares are held through
a nominee, advise your nominee that you wish to sell all or a part of your Restaurant Brands Shares and
instruct your nominee to complete accordingly, sign and return the form to the Transferee in accordance with
the instructions set out in this form. The Specified Holder Certificate attached to this Acceptance Form will
also need to be signed and returned.
6 POWER OF ATTORNEY: If this form is signed under a power of attorney, the relevant power of attorney must
be submitted with the form for noting and return, and the certificate printed below must be completed. Where
such power of attorney has already been noted by Link Market Services then this fact must be stated under
the signature of the attorney.
7 ON COMPLETION: Either email, mail or hand deliver this Form as provided for below as soon as possible, but
in any event so as to be received not later than 11:59pm on the closing date for the Offer (which, at the date of
the Offer, is 12 March 2019, but which may be extended in accordance with the Takeovers Code).
Global Valar, S.L. c/- Link Market Services Limited
Mail: PO Box 91976, Victoria Street West, Auckland 1142
Delivery: Level 11, Deloitte Centre, 80 Queen Street, Auckland 1010
Scan & Email: applications@linkmarketservices.co.nz
Online: www.rbdtakeover.co.nz
8 PREVIOUS SALE: If you have sold all your Restaurant Brands Shares, please pass this Acceptance Form
together with the Offer documents to your share broker or the purchaser(s) of those Restaurant Brands
Shares. If you have sold part of your shareholding, record that fact on this Acceptance Form by amending the
number of Restaurant Brands Shares noted as being held by you on the fact of this Acceptance Form.
9 SALE OF PART HOLDING ONLY: If you want to accept the Offer for part of your holding only, please specify
the number of shares you wish to sell in the space provided.
10 INTERPRETATION: In this form references to the Transferor in the singular shall include the plural.
IF YOU ARE IN ANY DOUBT ABOUT THE PROCEDURE FOR ACCEPTANCES, PLEASE CALL
LINK MARKET SERVICES.
Sample only please do not
complete this form

RECOMMENDED OFFER
4
BY THE TRANSFEROR’S EXECUTION OF THIS FORM, THE TRANSFEROR HEREBY enters into a Power of
Attorney in favour of the Transferee as follows:
As from the date of beneficial ownership, and title, to my/our Restaurant Brands Shares passing to the Transferee
in accordance with the terms of the Offer, I/we hereby irrevocably authorise and appoint the Transferee (with
power of substitution by the Transferee in favour of such person(s) as the Transferee may appoint to act on its
behalf) as my/our attorney and agent to act for me/us and do all matters of any kind of nature whatsoever in
respect of or pertaining to the Restaurant Brands Shares and all rights and benefits attaching to them as the
Transferee may think proper and expedient and which I/we could lawfully do or cause to be done if personally
acting as a legal or beneficial owner of the applicable Restaurant Brands Shares.
POWER OF ATTORNEY: If this Acceptance Form is signed under a power of attorney, the certificate of non-
revocation printed on this Acceptance Form must be completed by the party holding the Power of Attorney
and signing this Acceptance Form. If you are an individual fill out the certificate of non-revocation of power of
attorney for individual. If you are a body corporate fill out the certificate of non-revocation of power of attorney for
body corporate. In either case, the relevant instrument appointing the attorney must be submitted for noting and
return.
ONLY COMPLETE THE FOLLOWING SECTION IF THE ACCEPTANCE FORM
IS SIGNED UNDER A POWER OF ATTORNEY AND
YOU ARE AN INDIVIDUAL:
CERTIFICATE OF NON-REVOCATION OF POWER OF ATTORNEY FOR INDIVIDUAL
I
(full name of attorney) ...........................................................................................................................................................................................................................................................................................................................................................
OF (place and country of residence), ..........................................................................................................................................................................................................................................................................................................
(occupation), .................................................................................................................................................................................................................................................................................................................................................................certify:
1 That by deed dated
............................................................................................................(date of instrument creating the power of attorney)
(full name of donor (individual or corporate)), of
.............................................................................................................................(place and country of
residence/registered office) appointed me his / her / its attorney.
2 That I have not received notice of any event revoking the power of attorney.
SIGNED at
.......................................................................................this ..........................................................................day of ..................................................................................................................................20 ................................
Signature and Name of Attorney
Sample only please do not
complete this form

RECOMMENDED OFFER
5
ONLY COMPLETE THE FOLLOWING SECTION IF THE ACCEPTANCE
FORM IS SIGNED UNDER A POWER OF ATTORNEY
AND YOU ARE A BODY CORPORATE:
CERTIFICATE OF NON-REVOCATION OF POWER OF ATTORNEY FOR BODY CORPORATE
I
(full name of attorney) ...........................................................................................................................................................................................................................................................................................................................................................
OF (place and country of residence), ..........................................................................................................................................................................................................................................................................................................
(occupation), ..................................................................................................................................................................................................................................................................................................................................................................certify:
1 That by deed dated ..............................................................................................................(date of instrument creating the power of attorney)
.............................................................................................................................................................................................................................(full name of donor (individual or corporate)), of
...................................................................................................................................................................................................................(place and country of residence/registered office)
appointed as attorney
..................................................................................................................................(full name of body corporate holding power of
attorney), a body corporate having its registered office/principal place of business at
................................................................................................................................................................................................................................................................................................................................................................................................................................................
(address of registered office or principal place of business), and I am authorised to give this
certificate on its behalf. The capacity in which I give this certificate for the attorney is as director/
officer/other.
2 That I have not received notice of any event revoking the power of attorney and to the best of
my knowledge and belief no such notice has been received by
.........................................................................................................................................................
(full name of body corporate holding power of attorney), or by any employee or agent of that
body corporate.
SIGNED at
.......................................................................................this ..........................................................................day of ..................................................................................................................................20 ................................
Signature and Name of Attorney
SIGNATURES: Sign this certificate where marked. Companies must sign in accordance with the Companies Act
1993 or other applicable law. If you hold Restaurant Brand Shares jointly with others all joint holders must sign
this Certificate.
Sample only please do not
complete this form

RECOMMENDED OFFER
6
OFFER BY GLOBAL, VALAR, S.L. FOR SHARES IN
RESTAURANT BRANDS NEW ZEALAND LIMITED
SPECIFIED HOLDER CERTIFICATE
You MUST complete this Specified Holder Certificate (Certificate) if you intend to accept the
Offer and you hold shares (Restaurant Brands Shares) in Restaurant Brands New Zealand
Limited (Restaurant Brands), on behalf of more than one person.
If you hold Restaurant Brands Shares on behalf of more than one person and do not complete
and return this Certificate to Global Valar, S.L. (the Offeror) so that it is received no later than
11:59pm on 12 March 2019, unless extended in accordance with the Takeovers Code (Closing
Date), any Acceptance Form that you return in respect of your Restaurant Brands Shares will
be invalid and you will be deemed not to have accepted the Offer in respect of any of your
Restaurant Brands Shares.
For the purposes of this Certificate and the Takeovers Code:
• you are a Specified Holder if you hold Restaurant Brands Shares on behalf of more
than one person (regardless of whether the holdings are direct or indirect, whether you
are a custodian or not, and regardless of the particular arrangements between you and
those you hold Restaurant Brands Shares on behalf of);
• each person on whose behalf you hold Restaurant Brands Shares is a Specified
Person; and
• the Specified Percentage is 75.00% of the Restaurant Brands Shares (subject to
adjustment in accordance with rule 9(7) of the Takeovers Code, if applicable).
Capitalised terms that are not otherwise defined in this Certificate have the meaning given to them
in the Document that accompanies this Certificate.
Further information regarding this Certificate is provided under the ‘Questions and
Answers’ heading below.
COMPLETE THE FOLLOWING DETAILS:
Name of Specified Holder: ..........................................................................................................................................................................................................................................................................................................................
Your CSN / Holder number (as stated on the enclosed Acceptance Form:
.................................................................................................................................................................................................................................................................................................................................................................................................................................................
Enter the total number of Restaurant Brands
Shares that you hold on behalf of Specified Persons
Enter the total number of Specified Persons on
whose behalf you hold those Restaurant Brands Shares
If you hold Restaurant Brands Shares on behalf of more than 10 Specified Persons, please attach to this
Certificate a schedule containing the required Pool A Table and Pool B Table information in respect of those
additional Specified Persons.
Sample only please do not
complete this form

RECOMMENDED OFFER
7
POOL A TABLE – Complete the below Pool A Table only for the Specified Persons on whose
behalf you either:
(a) are not accepting the Offer in respect of any of the Restaurant Brands Shares that you hold
on that Specified Person’s behalf; or
(b) are accepting the Offer for less than or equal to the Specified Percentage (75%) of the
total number of Restaurant Brands Shares that you hold on behalf of that Specified Person.
Specified
Person
Total number of Restaurant
Brands Shares that you
hold on behalf of the
Specified Person (A)
Number of the Restaurant
Brands Restaurant Brands
Shares that you hold on
behalf of the Specified
Person in respect of which
you are accepting the
Offer (B)**
Percentage that the
number of the Restaurant
Brands Shares in
respect of which you
are accepting the Offer
is of the total number of
Restaurant Brands Shares
you hold on behalf of the
Specified Person*** ((B ÷
A) x 100)
1
2
3
4
5
6
7
8
9
10
TOTAL
* You do not need to name the Specified Person.
** If you are not accepting the Offer in respect of these Restaurant Brands Shares, write ‘nil’.
*** If this percentage is greater than the Specified Percentage (75%) then the Specified Person should not be
included in this Pool A Table, but should instead be included in the Pool B Table.
Sample only please do not
complete this form

RECOMMENDED OFFER
8
POOL B TABLE – Complete this Pool B Table only for the Specified Persons on whose behalf
you are accepting the Offer for more than the Specified Percentage (75%) of the total number of
Restaurant Brands Shares that you hold on that Specified Person’s behalf.
Specified
Person
Total number of Restaurant
Brands Shares that you
hold on behalf of the
Specified Person (A)
Number of the Restaurant
Brands Shares that you
hold on behalf of the
Specified Person in
respect of which you are
accepting the Offer (B)
Percentage that the
number of the Restaurant
Brands Shares in
respect of which you
are accepting the Offer
is of the total number of
Restaurant Brands Shares
you hold on behalf of the
Specified Person** ((B ÷
A) x 100)
1
2
3
4
5
6
7
8
9
10
TOTAL
* You do not need to name the Specified Person.
** If this percentage is less than or equal to the Specified Percentage (75%) then the Specified Person should not
be included in this Pool B Table, but should instead be included in the Pool A Table.
SIGN HERE
By signing this Certificate you represent, warrant, and certify that you hold Restaurant Brand
Shares as a Specified Holder on behalf of Specified Persons, that the information in this
Certificate (including any schedule attached to this Certificate) is true and correct, and that this
Certificate has been duly completed and executed.
DATED AND SIGNED
....................................................................................this ................................................................................day of ..................................................................................20 ................................
Daytime phone number should Link Market Services need to contact you in relation to this
Certificate:
....................................................................................................................................................................................
Sample only please do not
complete this form

RECOMMENDED OFFER
9
POWER OF ATTORNEY: If this Certificate is signed under a power of attorney, the certificate
of non-revocation printed on this Certificate must be completed by the party holding the Power
of Attorney and signing this Certificate. If you are an individual fill out the certificate of non-
revocation of power of attorney for individual. If you are a body corporate fill out the certificate
of non-revocation of power of attorney for body corporate. In either case, the relevant instrument
appointing the attorney must be submitted for noting and return.
ONLY COMPLETE THE FOLLOWING SECTION IF THE SPECIFIED HOLDER
CERTIFICATE IS SIGNED UNDER A POWER OF ATTORNEY AND
YOU ARE AN INDIVIDUAL:
CERTIFICATE OF NON-REVOCATION OF POWER OF ATTORNEY
I
(full name of attorney) .........................................................................................................................................................................................................................................................................................................................................................
OF (place and country of residence), ........................................................................................................................................................................................................................................................................................................
(occupation), ................................................................................................................................................................................................................................................................................................................................................................certify:
1 That by deed dated ............................................................................................................(date of instrument creating the power of attorney)
............................................................................................................................................................................................................(full name of donor (individual or corporate)), of
............................................................................................................................................................................................................(place and country of residence/registered office)
office) appointed me his / her / its attorney.
2 That I have not received notice of any event revoking the power of attorney.
SIGNED at
.......................................................................................this ..........................................................................day of ..................................................................................................................................20 ................................
Signature and Name of Attorney
SIGNATURE(S) FOR AN INDIVIDUAL/
ATTORNEY/TRUSTEE
SIGNATURE(S) FOR A COMPANY
Sample only please do not
complete this form

RECOMMENDED OFFER
10
ONLY COMPLETE THE FOLLOWING SECTION IF THE SPECIFIED HOLDER
CERTIFICATE IS SIGNED UNDER A POWER OF ATTORNEY AND
YOU ARE A BODY CORPORATE:
CERTIFICATE OF NON-REVOCATION OF POWER OF ATTORNEY FOR BODY CORPORATE
I
(full name of attorney) ........................................................................................................................................................................................................................................................................................................................................................
OF (place and country of residence), .......................................................................................................................................................................................................................................................................................................
(occupation), ................................................................................................................................................................................................................................................................................................................................................................certify:
1 That by deed dated ..........................................................................................................(date of instrument creating the power of attorney)
............................................................................................................................................................................................................(full name of donor (individual or corporate)), of
............................................................................................................................................................................................................(place and country of residence/registered office)
office) appointed as attorney.
............................................................................................................................................................................................................(full name of body corporate holding power of
attorney), a body corporate having its registered office/principal place of business at
...............................................................................................................................................................................................................................................................................................................................................................................................................................................
(address of registered office or principal place of business), and I am authorised to give this
certificate on its behalf. The capacity in which I give this certificate for the attorney is as director/
officer/other.
2 That I have not received notice of any event revoking the power of attorney and to the best of
my knowledge and belief no such notice has been received by
..............................................................................................................................................................................................................................................................................................................................................................................................................................................
(full name of body corporate holding power of attorney), or by any employee or agent of that
body corporate.
SIGNED at
.......................................................................................this ..........................................................................day of ..................................................................................................................................20 ................................
Signature and Name of Attorney
SIGNATURES: Sign this certificate where marked. Companies must sign in accordance with the Companies Act
1993 or other applicable law. If you hold Restaurant Brand Shares jointly with others all joint holders must sign
this certificate.
Sample only please do not
complete this form

RECOMMENDED OFFER
11
QUESTIONS AND ANSWERS
Do I need to complete this Certificate?
If you hold your Restaurant Brand Shares on behalf of more than one person (e.g. as a trustee
corporation, nominee company, or bare trustee) then you are a Specified Holder for the purposes
of the Takeovers Code and each person on whose behalf you hold Restaurant Brand Shares is a
Specified Person.
If you are a Specified Holder, you MUST complete this Certificate and return it to Global Valar S.L.
(Offeror) with your Acceptance Form so that it is received by the Offeror by no later than 11:59pm
on the Closing Date (12 March 2019, unless extended in accordance with the Takeovers Code).
You must complete this Certificate regardless of:
• whether the holdings are direct or indirect;
• whether you are a custodian or not; or
• the particular arrangements between you and the Specified Person.
You do NOT need to complete and return this Certificate if you hold Restaurant Brand Shares:
• for yourself or in a joint holding (unless you jointly hold Restaurant Brand Shares on
behalf of more than one person);
• on behalf of only one other person; or
• if you are the trustee of a discretionary family trust (see below).
Do I need to complete this Certificate if I am a trustee of a family trust?
If you are a trustee of a discretionary family trust and the trust deed or governing document for
the trust does not provide the beneficiaries of the family trust with any beneficial interest in the
Restaurant Brand Shares held by the trustee or trustees of the trust (other than as discretionary
beneficiaries), then you do NOT need to complete and return this Certificate. If the trust
arrangements are such that separate beneficiaries of the trust can direct the trustees as to
whether to accept the Offer for that beneficiary’s portion of the Restaurant Brand Shares, then this
Certificate must be completed and returned to the Offeror if the Offer is accepted.
What happens if I fail to complete and return this Certificate by 11:59pm on the Closing
Date?
If, as a Specified Holder, you fail to complete this Certificate and return it to Global Valar with your
Acceptance Form so that it is received by the Offeror by no later than 11:59pm on the Closing
Date (12 March 2019, unless extended in accordance with the Takeovers Code), any Acceptance
Form that you return in respect of the Restaurant Brand Shares you hold will be invalid and you
will be deemed not to have accepted the Offer in respect of any of those shares, and you will be
in breach of Rule 14B of the Takeovers Code.
Sample only please do not
complete this form

RECOMMENDED OFFER
12
Why is this Certificate required?
This Certificate is required under Rules 14A to 14D of the Takeovers Code.
The Offer is an offer for 75% (Specified Percentage) of the Restaurant Brand Shares. If the Offer
is accepted in respect of more Restaurant Brand Shares than are sought by the Offeror, the
scaling provisions in Rules 12 and 13 of the Takeovers Code determine the number of Restaurant
Brand Shares that the Offeror must take up from each shareholder of Restaurant Brands who has
accepted the Offer in excess of the Specified Percentage of their Restaurant Brand Shares.
In order to ensure that persons who have their Restaurant Brand Shares held for them by another
person are not unfairly prejudiced by those scaling provisions, Rule 14E of the Takeovers Code
requires the Offeror to ‘look through’ the holding of a Specified Holder and treat Specified
Persons as if those Specified Persons held the Restaurant Brand Shares directly, based on the
information that is required to be disclosed in this Certificate.
How/where do I deliver this Certificate?
Either mail, deliver or email this Certificate attached to the Acceptance Form (as provided for
below) so that it is received by the Offeror on or before 11:59pm on the Closing Date (12 March
2019 unless extended in accordance with the Takeovers Code).
MAIL: Place the completed and signed Certificate and Acceptance Form in the enclosed prepaid
envelope and send by post to the following address:
Global Valar, S.L.
C/- Link Market Services Limited
PO Box 91976
Victoria Street West
Auckland, 1142
DELIVER: Deliver the completed and signed Certificate and Acceptance Form to Global Valar, at
the following address:
Global Valar, S.L.
C/- Link Market Services Limited
Level 11, Deloitte Centre
80 Queen Street
Auckland, 1010
NOTE: These offices are only open on weekdays during normal business hours (8.30 am to 5.00
pm).
EMAIL: Email the completed and signed Certificate and Acceptance Form to Global Valar at
applications@linkmarketservices.co.nz. (Please use ‘Global Valar Acceptance’ in the subject line
for easy identification).
IF YOU ARE IN DOUBT ABOUT HOW TO COMPLETE THIS CERTIFICATE OR THE
PROCEDURE FOR ACCEPTANCE, PLEASE CALL LINK MARKET SERVICES.
Sample only please do not
complete this form

RECOMMENDED OFFER
1
OFFER BY GLOBAL VALAR, S.L. FOR SHARES IN
RESTAURANT BRANDS NEW ZEALAND LIMITED
GREEN ACCEPTANCE FORM
(ONLY USE FOR CHESS HOLDINGS)
SHAREHOLDER (TRANSFEROR)
CSN / HOLDER NUMBER: XXXXXXXXX
ACCEPTANCE NUMBER: XXXXXXXXX
[CONTROLLING PARTICIPANT]
NUMBER OF SHARES
HELD AS AT [XX/XX/XXXX]: XXXXXXXXX
ACCEPT ONLINE AT WWW.RBDTAKEOVER.CO.NZ
Please select the applicable option below to confirm the number of ordinary shares in Restaurant
Brands New Zealand Limited (Restaurant Brands Shares) in respect of which you accept the
partial takeover offer by Global Valar, S.L. (Offeror) (Transferee) dated 6 December 2018 (Offer).
I, AS HOLDER OF THE ABOVE SHARES
ACCEPT the Offer in respect of ALL of the Restaurant Brand Shares I hold,
subject to scaling.
ACCEPT the Offer in respect of the FOLLOWING NUMBER of Restaurant
Brand Shares, subject to scaling:
Note:
1 You may accept the Offer in respect of all or any of the Restaurant Brands Shares held by
you. Your acceptance may be subject to scaling, as set out in clause 4 of the Terms and
Conditions of the Offer Document.
2 If you do not tick an option above, or the number of Restaurant Brands Shares to which this
Acceptance Form relates is otherwise unclear for any reason, you will be deemed to have
accepted the Offer in respect of all the Restaurant Brands Shares held by you and to
have ticked the first box above.
To accept the Offer you may either:
(a) directly instruct your Controlling Participant to accept the Offer on your behalf; or
(b) sign and return this Acceptance Form to the address shown overleaf so the Offeror, or
Link Market Services Limited, can contact your Controlling Participant on your behalf
and relay your instructions.
If your Controlling Participant acts on your instruction CHESS will send you a confirmation
notice
PLEASE REFER TO THE INSTRUCTIONS BELOW FOR DIRECTIONS ON COMPLETING THIS
ACCEPTANCE FORM.
(Please specify number)
(Please specify number)
BY SIGNING THIS ACCEPTANCE FORM THE TRANSFEROR HEREBY:
(a) irrevocably accepts the Offer for the Restaurant Brands Shares described above held by the
Transferor on the terms and conditions of the Offer;
(b) subject to the terms and conditions of the Offer, transfers such Restaurant Brands Shares to
the Transferee and gives the warranties contemplated by the Offer; and
(c) as set out in this form, appoints the Transferee the attorney of the Transferor.
Sample only please do not
complete this form

METHOD OF PAYMENTS (please tick one)
Payment will be made in New Zealand dollars (NZD) either by cheque or by electronic transfer
directly into the Transferor’s bank account. Please select a Method of Payment by ticking the
appropriate box below.
CHEQUE (NZD ONLY) ELECTRONIC TRANSFER
Note: If you do not select a Method of Payment, or the details that you provide are not sufficient
to effect an electronic transfer you will be paid to the account that you have previously provided to
Restaurant Brand’s share register or by cheque.
Electronic Transfer Details: Please complete the details below if you wish to be paid by
electronic transfer.
New Zealand Bank Account
Name:
............................................................................................................................................................................Bank: ..........................................................................................................................................................................................................
- - -
Bank/Branch Account Number Suffix
Australian Bank Account
Name:
............................................................................................................................................................................Bank: ..........................................................................................................................................................................................................
BSB Number Account Number
Overseas Bank Account (Not New Zealand or Australia):
Country:
.........................................................................................................................................................................................................................................................................................................................................................................................................
Account Name: ..........................................................................................................................................................................................................................................................................................................................................................................
Bank Name: ........................................................................................................................................................................................................................................................................................................................................................................................
Bank Address: .............................................................................................................................................................................................................................................................................................................................................................................
Swift Code: ............................................................................................................................................................................................................................................................................................................................................................................................
Sort Code/ BSB Code: ...........................................................................................................................................................................................................................................................................................................................................
Account Number: ...............................................................................................................................................................................................................................................................................................................................................................
Other Information: ...............................................................................................................................................................................................................................................................................................................................................................
(Overseas Transferors to provide any other information required to effect an electronic transfer to them)
RECOMMENDED OFFER
2
SIGNATURES
For an INDIVIDUAL HOLDER, JOINT
HOLDERS, or ATTORNEY
For a COMPANY / BODY CORPORATE
Signed by the Transferor(s):Signed by the Transferor(s):
SignatureSignature
SignatureSignature
Dated and executed the
.......................................................................................................day of ..................................................................................................................................................20...................
ALL JOINT HOLDERS MUST SIGN
--
Sample only please do not
complete this form

RECOMMENDED OFFER
3
NOTES AND INSTRUCTIONS FOR COMPLETION
1 TO ACCEPT THE OFFER: Complete and sign this form where marked “Signed by the
Transferor(s)”. Companies must sign in accordance with the Companies Act 1993.
2 RESTAURANT BRAND SHARES HELD BY SPECIFIED HOLDERS: If your Restaurant
Brands Shares are held through a nominee or another person who holds Restaurant Brands
Shares on your behalf, advise that person that you wish to sell your Restaurant Brands
Shares and instruct that person to complete, sign and return this Acceptance Form and the
Specified Holder Certificate to the Transferee in accordance with the instructions set out
below.
3 METHOD OF PAYMENT: You should select a Method of Payment. You should take
particular care to provide all information that is required to make an electronic transfer to
you or to send a cheque to you, as the case may be. If you elect to be paid by electronic
transfer you will need to make your own arrangements with your bank to ensure that your
designated account is capable of receiving a funds transfer in your chosen currency. If
you do not select a Method of Payment or you do not provide sufficient details so that an
electronic funds transfer can be made to your bank account, payment will be made by
electronic funds transfer to the NZ$ account that you have previously provided to Restaurant
Brand’s share register (such as for dividend payments) or, failing that, by cheque. Neither
the Transferee nor Link Market Services Limited has any responsibility to verify any such
details.
4 JOINT HOLDERS: If the Restaurant Brands Shares are registered in the names of joint
holders, every one of the joint holders must sign the form.
5 RESTAURANT BRAND SHARES HELD BY NOMINEES: If your Restaurant Brands Shares
are held through a nominee, advise your nominee that you wish to sell all or a part of your
Restaurant Brands Shares and instruct your nominee to complete accordingly, sign and
return the form to the Transferee in accordance with the instructions set out in this form. The
Specified Holder Certificate attached to this Acceptance Form will also need to be signed
and returned.
6 POWER OF ATTORNEY: If this form is signed under a power of attorney, the relevant
power of attorney must be submitted with the form for noting and return, and the certificate
printed below must be completed. Where such power of attorney has already been noted
by Link Market Services then this fact must be stated under the signature of the attorney.
7 CHESS HOLDINGS: If you hold your Restaurant Brands Shares in a CHESS Holding, to
accept the offer you can either:
(a) Instruct your Controlling Participant (as defined in the ASX Settlement Operating Rules)
directly – normally your share broker. If you do this, you will need to return this GREEN
Acceptance Form to your Controlling Participant.
(b) Authorise the Offeror to contact your Controlling Participant on your behalf, which
you can do by signing and returning this GREEN Acceptance Form. By signing and
returning this Form you will be deemed to have authorised the Offeror to contact your
Controlling Participant. Neither the Offeror nor Link Market Services will be responsible
for any delays incurred in this process.
Sample only please do not
complete this form

RECOMMENDED OFFER
4
8 ON COMPLETION: Either email, mail or hand deliver this Form as provided for below
as soon as possible, but in any event so as to be received not later than 11:59pm on the
closing date for the Offer (which, at the date of the Offer, is 12 March 2019, but which may
be extended in accordance with the Takeovers Code).
Global Valar, S.L. c/- Link Market Services Limited
Mail: PO Box 91976, Victoria Street West, Auckland 1142
Delivery: Level 11, Deloitte Centre, 80 Queen Street, Auckland 1010
Scan & Email: applications@linkmarketservices.co.nz
Online: www.rbdtakeover.co.nz
9 PREVIOUS SALE: If you have sold all your Restaurant Brands Shares, please pass
this Acceptance Form together with the Offer documents to your share broker or the
purchaser(s) of those Restaurant Brands Shares. If you have sold part of your shareholding,
record that fact on this Acceptance Form by amending the number of Restaurant Brands
Shares noted as being held by you on the fact of this Acceptance Form.
10 SALE OF PART HOLDING ONLY: If you want to accept the Offer for part of your holding
only, please specify the number of shares you wish to sell in the space provided.
11 INTERPRETATION: In this form references to the Transferor in the singular shall include the
plural.
IF YOU ARE IN ANY DOUBT ABOUT THE PROCEDURE FOR ACCEPTANCES, PLEASE CALL
LINK MARKET SERVICES.
BY THE TRANSFEROR’S EXECUTION OF THIS FORM, THE TRANSFEROR HEREBY enters
into a Power of Attorney in favour of the Transferee as follows:
As from the date of beneficial ownership, and title, to my/our Restaurant Brands Shares passing
to the Transferee in accordance with the terms of the Offer, I/we hereby irrevocably authorise and
appoint the Transferee (with power of substitution by the Transferee in favour of such person(s)
as the Transferee may appoint to act on its behalf) as my/our attorney and agent to act for me/us
and do all matters of any kind of nature whatsoever in respect of or pertaining to the Restaurant
Brands Shares and all rights and benefits attaching to them as the Transferee may think proper
and expedient and which I/we could lawfully do or cause to be done if personally acting as a
legal or beneficial owner of the applicable Restaurant Brands Shares.
Sample only please do not
complete this form

RECOMMENDED OFFER
5
POWER OF ATTORNEY: If this Acceptance Form is signed under a power of attorney, the
certificate of non-revocation printed on this Acceptance Form must be completed by the party
holding the Power of Attorney and signing this Acceptance Form. If you are an individual fill out
the certificate of non-revocation of power of attorney for individual. If you are a body corporate
fill out the certificate of non-revocation of power of attorney for body corporate. In either case, the
relevant instrument appointing the attorney must be submitted for noting and return.
ONLY COMPLETE THE FOLLOWING SECTION IF THE ACCEPTANCE FORM
IS SIGNED UNDER A POWER OF ATTORNEY AND
YOU ARE AN INDIVIDUAL:
CERTIFICATE OF NON-REVOCATION OF POWER OF ATTORNEY FOR INDIVIDUAL
I
(full name of attorney) ...........................................................................................................................................................................................................................................................................................................................................................
OF (place and country of residence), ..........................................................................................................................................................................................................................................................................................................
(occupation), .................................................................................................................................................................................................................................................................................................................................................................certify:
1 That by deed dated
............................................................................................................(date of instrument creating the power of attorney)
(full name of donor (individual or corporate)), of
.............................................................................................................................(place and country of
residence/registered office) appointed me his / her / its attorney.
2 That I have not received notice of any event revoking the power of attorney.
SIGNED at
.......................................................................................this ..........................................................................day of ..................................................................................................................................20 ................................
Signature and Name of Attorney
Sample only please do not
complete this form

RECOMMENDED OFFER
6
ONLY COMPLETE THE FOLLOWING SECTION IF THE ACCEPTANCE
FORM IS SIGNED UNDER A POWER OF ATTORNEY
AND YOU ARE A BODY CORPORATE:
CERTIFICATE OF NON-REVOCATION OF POWER OF ATTORNEY FOR BODY CORPORATE
I
(full name of attorney) ...........................................................................................................................................................................................................................................................................................................................................................
OF (place and country of residence), ..........................................................................................................................................................................................................................................................................................................
(occupation), ..................................................................................................................................................................................................................................................................................................................................................................certify:
1 That by deed dated ..............................................................................................................(date of instrument creating the power of attorney)
.............................................................................................................................................................................................................................(full name of donor (individual or corporate)), of
...................................................................................................................................................................................................................(place and country of residence/registered office)
appointed as attorney
..................................................................................................................................(full name of body corporate holding power of
attorney), a body corporate having its registered office/principal place of business at
................................................................................................................................................................................................................................................................................................................................................................................................................................................
(address of registered office or principal place of business), and I am authorised to give this
certificate on its behalf. The capacity in which I give this certificate for the attorney is as director/
officer/other.
2 That I have not received notice of any event revoking the power of attorney and to the best of
my knowledge and belief no such notice has been received by
.........................................................................................................................................................
(full name of body corporate holding power of attorney), or by any employee or agent of that
body corporate.
SIGNED at
.......................................................................................this ..........................................................................day of ..................................................................................................................................20 ................................
Signature and Name of Attorney
SIGNATURES: Sign this certificate where marked. Companies must sign in accordance with the Companies Act
1993 or other applicable law. If you hold Restaurant Brand Shares jointly with others all joint holders must sign
this Certificate.
Sample only please do not
complete this form

RECOMMENDED OFFER
7
OFFER BY GLOBAL VALAR, S.L. FOR SHARES IN
RESTAURANT BRANDS NEW ZEALAND LIMITED
SPECIFIED HOLDER CERTIFICATE
You MUST complete this Specified Holder Certificate (Certificate) if you intend to accept the
Offer and you hold shares (Restaurant Brands Shares) in Restaurant Brands New Zealand
Limited (Restaurant Brands), on behalf of more than one person.
If you hold Restaurant Brands Shares on behalf of more than one person and do not complete
and return this Certificate to Global Valar, S.L. (the Offeror) so that it is received no later than
11:59pm on 12 March 2019, unless extended in accordance with the Takeovers Code (Closing
Date), any Acceptance Form that you return in respect of your Restaurant Brands Shares will
be invalid and you will be deemed not to have accepted the Offer in respect of any of your
Restaurant Brands Shares.
For the purposes of this Certificate and the Takeovers Code:
• You are a Specified Holder if you hold Restaurant Brands Shares on behalf of more than
one person (regardless of whether the holdings are direct or indirect, whether you are a
custodian or not, and regardless of the particular arrangements between you and those you
hold Restaurant Brands Shares on behalf of);
• each person on whose behalf you hold Restaurant Brands Shares is a Specified Person;
and
• the Specified Percentage is 75.00% of the Restaurant Brands Shares (subject to
adjustment in accordance with rule 9(7) of the Takeovers Code, if applicable).
Capitalised terms that are not otherwise defined in this Certificate have the meaning given to them
in the Document that accompanies this Certificate.
Further information regarding this Certificate is provided under the ‘Questions and
Answers’ heading below.
Sample only please do not
complete this form

RECOMMENDED OFFER
8
COMPLETE THE FOLLOWING DETAILS:
Name of Specified Holder: ..........................................................................................................................................................................................................................................................................................................................
Your CSN / Holder number (as stated on the enclosed Acceptance Form):
.................................................................................................................................................................................................................................................................................................................................................................................................................................................
Enter the total number of Restaurant Brands
Shares that you hold on behalf of Specified Persons
Enter the total number of Specified Persons on
whose behalf you hold those Restaurant Brands Shares
If you hold Restaurant Brands Shares on behalf of more than 10 Specified Persons, please attach to this
Certificate a schedule containing the required Pool A Table and Pool B Table information in respect of those
additional Specified Persons.
Sample only please do not
complete this form

RECOMMENDED OFFER
9
POOL A TABLE – Complete the below Pool A Table only for the Specified Persons on whose
behalf you either:
(a) are not accepting the Offer in respect of any of the Restaurant Brands Shares that you hold
on that Specified Person’s behalf; or
(b) are accepting the Offer for less than or equal to the Specified Percentage (75%) of the
total number of Restaurant Brands Shares that you hold on behalf of that Specified Person.
Specified
Person
Total number of Restaurant
Brands Shares that you
hold on behalf of the
Specified Person (A)
Number of the Restaurant
Brands Restaurant Brands
Shares that you hold on
behalf of the Specified
Person in respect of which
you are accepting the
Offer (B)**
Percentage that the
number of the Restaurant
Brands Shares in
respect of which you
are accepting the Offer
is of the total number of
Restaurant Brands Shares
you hold on behalf of the
Specified Person*** ((B ÷
A) x 100)
1
2
3
4
5
6
7
8
9
10
TOTAL
* You do not need to name the Specified Person.
** If you are not accepting the Offer in respect of these Restaurant Brands Shares, write ‘nil’.
*** If this percentage is greater than the Specified Percentage (75%) then the Specified Person should not be
included in this Pool A Table, but should instead be included in the Pool B Table.

Sample only please do not
complete this form

RECOMMENDED OFFER
10
POOL B TABLE – Complete this Pool B Table only for the Specified Persons on whose behalf
you are accepting the Offer for more than the Specified Percentage (75%) of the total number of
Restaurant Brands Shares that you hold on that Specified Person’s behalf.
Specified
Person
Total number of Restaurant
Brands Shares that you
hold on behalf of the
Specified Person (A)
Number of the Restaurant
Brands Shares that you
hold on behalf of the
Specified Person in
respect of which you are
accepting the Offer (B)
Percentage that the
number of the Restaurant
Brands Shares in
respect of which you
are accepting the Offer
is of the total number of
Restaurant Brands Shares
you hold on behalf of the
Specified Person** ((B ÷
A) x 100)
1
2
3
4
5
6
7
8
9
10
TOTAL
* You do not need to name the Specified Person.
** If this percentage is less than or equal to the Specified Percentage (75%) then the Specified Person should not
be included in this Pool B Table, but should instead be included in the Pool A Table.
SIGN HERE
By signing this Certificate you represent, warrant, and certify that you hold Restaurant Brand
Shares as a Specified Holder on behalf of Specified Persons, that the information in this
Certificate (including any schedule attached to this Certificate) is true and correct, and that this
Certificate has been duly completed and executed.
DATED AND SIGNED
....................................................................................this ................................................................................day of ..................................................................................20 ................................
Daytime phone number should Link Market Services need to contact you in relation to this
Certificate:
....................................................................................................................................................................................
Sample only please do not
complete this form

RECOMMENDED OFFER
11
SIGNATURE(S) FOR AN INDIVIDUAL/
ATTORNEY/TRUSTEE
SIGNATURE(S) FOR A COMPANY
POWER OF ATTORNEY: If this Certificate is signed under a power of attorney, the certificate
of non-revocation printed on this Certificate must be completed by the party holding the Power
of Attorney and signing this Certificate. If you are an individual fill out the certificate of non-
revocation of power of attorney for individual. If you are a body corporate fill out the certificate
of non-revocation of power of attorney for body corporate. In either case, the relevant instrument
appointing the attorney must be submitted for noting and return.
ONLY COMPLETE THE FOLLOWING SECTION IF THE SPECIFIED HOLDER
CERTIFICATE IS SIGNED UNDER A POWER OF ATTORNEY AND
YOU ARE AN INDIVIDUAL:
CERTIFICATE OF NON-REVOCATION OF POWER OF ATTORNEY
I
(full name of attorney) .........................................................................................................................................................................................................................................................................................................................................................
OF (place and country of residence), ........................................................................................................................................................................................................................................................................................................
(occupation), ................................................................................................................................................................................................................................................................................................................................................................certify:
1 That by deed dated ............................................................................................................(date of instrument creating the power of attorney)
............................................................................................................................................................................................................(full name of donor (individual or corporate)), of
............................................................................................................................................................................................................(place and country of residence/registered office)
office) appointed me his / her / its attorney.
2 That I have not received notice of any event revoking the power of attorney.
SIGNED at
.......................................................................................this ..........................................................................day of ..................................................................................................................................20 ................................
Signature and Name of Attorney
Sample only please do not
complete this form

RECOMMENDED OFFER
12
ONLY COMPLETE THE FOLLOWING SECTION IF THE SPECIFIED HOLDER
CERTIFICATE IS SIGNED UNDER A POWER OF ATTORNEY AND YOU
ARE A BODY CORPORATE:
CERTIFICATE OF NON-REVOCATION OF POWER OF ATTORNEY FOR BODY CORPORATE
I
(full name of attorney) ........................................................................................................................................................................................................................................................................................................................................................
OF (place and country of residence), .......................................................................................................................................................................................................................................................................................................
(occupation), ................................................................................................................................................................................................................................................................................................................................................................certify:
1 That by deed dated ..........................................................................................................(date of instrument creating the power of attorney)
............................................................................................................................................................................................................(full name of donor (individual or corporate)), of
............................................................................................................................................................................................................(place and country of residence/registered office)
office) appointed as attorney.
............................................................................................................................................................................................................(full name of body corporate holding power of
attorney), a body corporate having its registered office/principal place of business at
...............................................................................................................................................................................................................................................................................................................................................................................................................................................
(address of registered office or principal place of business), and I am authorised to give this
certificate on its behalf. The capacity in which I give this certificate for the attorney is as director/
officer/other.
2 That I have not received notice of any event revoking the power of attorney and to the best of
my knowledge and belief no such notice has been received by
..............................................................................................................................................................................................................................................................................................................................................................................................................................................
(full name of body corporate holding power of attorney), or by any employee or agent of that
body corporate.
SIGNED at
.......................................................................................this ..........................................................................day of ..................................................................................................................................20 ................................
Signature and Name of Attorney
SIGNATURES: Sign this certificate where marked. Companies must sign in accordance with the Companies Act
1993 or other applicable law. If you hold Restaurant Brand Shares jointly with others all joint holders must sign
this certificate.
Sample only please do not
complete this form

RECOMMENDED OFFER
13
QUESTIONS AND ANSWERS
Do I need to complete this Certificate?
If you hold your Restaurant Brand Shares on behalf of more than one person (e.g. as a trustee
corporation, nominee company, or bare trustee) then you are a Specified Holder for the purposes
of the Takeovers Code and each person on whose behalf you hold Restaurant Brand Shares is a
Specified Person.
If you are a Specified Holder, you MUST complete this Certificate and return it to Global Valar S.L.
(Offeror) with your Acceptance Form so that it is received by the Offeror by no later than 11:59pm
on the Closing Date (12 March 2019), unless extended in accordance with the Takeovers Code).
You must complete this Certificate regardless of:
• whether the holdings are direct or indirect;
• whether you are a custodian or not; or
• the particular arrangements between you and the Specified Person.
You do NOT need to complete and return this Certificate if you hold Restaurant Brand Shares:
• for yourself or in a joint holding (unless you jointly hold Restaurant Brand Shares on
behalf of more than one person);
• on behalf of only one other person; or
• if you are the trustee of a discretionary family trust (see below).
Do I need to complete this Certificate if I am a trustee of a family trust?
If you are a trustee of a discretionary family trust and the trust deed or governing document for
the trust does not provide the beneficiaries of the family trust with any beneficial interest in the
Restaurant Brand Shares held by the trustee or trustees of the trust (other than as discretionary
beneficiaries), then you do NOT need to complete and return this Certificate. If the trust
arrangements are such that separate beneficiaries of the trust can direct the trustees as to
whether to accept the Offer for that beneficiary’s portion of the Restaurant Brand Shares, then this
Certificate must be completed and returned to the Offeror if the Offer is accepted.
What happens if I fail to complete and return this Certificate by 11:59pm on the Closing
Date?
If, as a Specified Holder, you fail to complete this Certificate and return it to Global Valar with your
Acceptance Form so that it is received by the Offeror by no later than 11:59pm on the Closing
Date (12 March 2019, unless extended in accordance with the Takeovers Code), any Acceptance
Form that you return in respect of the Restaurant Brand Shares you hold will be invalid and you
will be deemed not to have accepted the Offer in respect of any of those shares, and you will be
in breach of Rule 14B of the Takeovers Code.
Sample only please do not
complete this form

RECOMMENDED OFFER
14
Why is this Certificate required?
This Certificate is required under Rules 14A to 14D of the Takeovers Code.
The Offer is an offer for 75% (Specified Percentage) of the Restaurant Brand Shares. If the Offer
is accepted in respect of more Restaurant Brand Shares than are sought by the Offeror, the
scaling provisions in Rules 12 and 13 of the Takeovers Code determine the number of Restaurant
Brand Shares that the Offeror must take up from each shareholder of Restaurant Brands who has
accepted the Offer in excess of the Specified Percentage of their Restaurant Brand Shares.
In order to ensure that persons who have their Restaurant Brand Shares held for them by another
person are not unfairly prejudiced by those scaling provisions, Rule 14E of the Takeovers Code
requires the Offeror to ‘look through’ the holding of a Specified Holder and treat Specified
Persons as if those Specified Persons held the Restaurant Brand Shares directly, based on the
information that is required to be disclosed in this Certificate.
How/where do I deliver this Certificate?
Either mail, deliver or email this Certificate attached to the Acceptance Form (as provided for
below) so that it is received by the Offeror on or before 11:59pm on the Closing Date (12 March
2019 unless extended in accordance with the Takeovers Code).
MAIL: Place the completed and signed Certificate and Acceptance Form in the enclosed prepaid
envelope and send by post to the following address:
Global Valar, S.L.
C/- Link Market Services Limited
PO Box 91976
Victoria Street West
Auckland, 1142
DELIVER: Deliver the completed and signed Certificate and Acceptance Form to Global Valar, at
the following address:
Global Valar, S.L.
C/- Link Market Services Limited
Level 11, Deloitte Centre
80 Queen Street
Auckland, 1010
NOTE: These offices are only open on weekdays during normal business hours (8.30 am to 5.00
pm).
EMAIL: Email the completed and signed Certificate and Acceptance Form to Global Valar at
applications@linkmarketservices.co.nz. (Please use ‘Global Valar Acceptance’ in the subject line
for easy identification).
IF YOU ARE IN DOUBT ABOUT HOW TO COMPLETE THIS CERTIFICATE OR THE
PROCEDURE FOR ACCEPTANCE, PLEASE CALL LINK MARKET SERVICES.
Sample only please do not
complete this form

---

1
RESTAURANT BRANDS NEW ZEALAND LIMITED
Ta rget Company
Statement
In response to a partial takeover
offer by Global Valar S.L.
THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR URGENT ATTENTION.
If you have any questions in respect of this document or the Offer,
you should seek advice from your financial or legal adviser.
10 December 2018

Contents
01Chairman’s letter
03Section 1: Why you should accept the Offer – summary
04Section 2: Why you should accept the Offer – detail
06Section 3: Other factors for you to consider
13Section 4: Frequently asked questions
16Section 5: Takeovers Code Disclosures
28Appendix A: How scaling works – a worked example
29Appendix B: Independent Adviser’s Report
97Glossary
99Directory
Restaurant Brands Target Company Statement

1
CHAIRMAN’S LETTER
Chairman’s letter
Introduction
Global Valar S.L. (“Global Valar”), a subsidiary of
Finaccess Capital S.A. de C.V. (“Finaccess Capital”), has
made a partial takeover offer for 75% of the fully paid
ordinary shares (“Shares” or “Restaurant Brands Shares”)
in Restaurant Brands New Zealand Limited (“Restaurant
Brands”) (the “Offer”).
This letter forms part of Restaurant Brands’ Target
Company Statement in response to the Offer. The Target
Company Statement is required by the Takeovers Code
and includes the Directors’ recommendation, as well as an
Independent Adviser’s Report prepared by Grant Samuel
& Associates Limited (the “Independent Adviser”) on the
merits of the Offer. You should read this Target Company
Statement, including the Independent Adviser’s Report,
carefully and in full when considering whether to accept
the Offer. Capitalised terms used in this Target Company
Statement have the meanings given to them in the Glossary.
Directors’ unanimous recommendation
The Board’s analysis of the Offer was led by the
Independent Directors, Ted van Arkel (Chairman),
Vicky Taylor, Hamish Stevens and David Beguely. The Board
sought advice from Macquarie Capital (New Zealand)
Limited as financial adviser and Harmos Horton Lusk
Limited as legal adviser, and carefully considered the
Independent Adviser’s Report, minority protections and
a range of other factors, including those in Sections 1 to 4
of this Target Company Statement.
The Board unanimously recommends that you
should ACCEPT the Offer for all of your Shares,
in the absence of a Superior Proposal which
Global Valar does not match.
The Independent Directors intend to ACCEPT
the Offer for all of the Shares that they hold or
control, in the absence of a Superior Proposal
which Global Valar does not match.
You should, when deciding whether to accept the
Offer, consider your own individual circumstances,
views on value and the merits of the Offer
and investment time horizons. If  you have any
questions, you are encouraged to seek your own
independent financial, taxation or legal  advice.
Major Shareholder support
Interests associated with Stephen Copulos (a non-executive
Director of Restaurant Brands), which together own 8.52%
of the Restaurant Brands Shares (and together represent
the largest holding of Restaurant Brands Shares), have
agreed to accept the Offer for all of their Shares.
Key features of the Offer
The full terms and conditions of the Offer are set out in
Global Valar’s Offer Document, which accompanies this
Target Company Statement.
The key features of the Offer are as follows:
1. The Offer is a partial takeover for up to 75% of
Restaurant Brands Shares.
2. The Offer price is NZ$9.45 cash per Share (the
“Offer  Price”).
3. The Offer is subject to certain conditions, including:
(a) Global Valar receiving acceptances for 75% of
the Restaurant Brands Shares. This condition
may be waived by Global Valar and the Offer will
then become conditional on Global Valar receiving
acceptances for at least 50.01% of the Restaurant
Brands Shares. Global Valar is not obliged to waive
this condition;
1
(b) the consent of the New Zealand Overseas
Investment Office;
(c) the conditional consent of the Yum! Franchisors
to the Offer becoming unconditional in all respects;
and
(d) no material adverse change occurring between
26 November 2018 and the time that the Offer is
declared unconditional by Global Valar.
Your acceptance of the Offer may be scaled  down
Under the terms of the Offer, you can accept the Offer for
some or all of your Restaurant Brands Shares.
The Offer is a partial offer. If you accept the Offer for up
to 75% of your Restaurant Brands Shares and the Offer
becomes unconditional, you will be guaranteed to sell
those Shares to Global Valar under the Offer. If you accept
the Offer for more than 75% of your Restaurant Brands
Shares and the Offer becomes unconditional, the number
10 December 2018
Dear Restaurant Brands New Zealand Limited Shareholder
1
If Global Valar waives the 75% minimum acceptance condition, the Offer is conditional on Global Valar
receiving acceptances for more than 50% of Restaurant Brands’ Shares. However, for the sake of simplicity,
this has been reflected in this Target Company Statement as 50.01% of the Restaurant Brands Shares.

Restaurant Brands Target Company Statement2
CHAIRMAN’S LETTER
of Shares acquired from you under the Offer may be
subject to scaling. Accordingly, the Board considers that
there is a reasonable prospect that you will remain as a
Shareholder in Restaurant Brands after the Offer, even if
you accept the Offer for all of your Shares.
Further explanation of the scaling mechanism is set out
in Section 4 of the Target Company Statement and a
worked example is included in Appendix A of this Target
Company Statement.
Outcomes of the Offer
If the Offer is successful, Global Valar will hold between
50.01% and 75% of the Restaurant Brands Shares. This
will result in a corresponding reduction in the liquidity of the
Shares on the NZX Main Board and ASX.
As the majority shareholder in Restaurant Brands, Global
Valar will be able to determine the composition of the
Restaurant Brands Board. Control of the Board will allow
Global Valar to, amongst other things, influence or control
Restaurant Brands’ strategy and change the company’s
dividend policy. In this regard, Global Valar has advised
the Board that Global Valar intends to support Restaurant
Brands’ existing strategy and does not intend to change
Restaurant Brands’ dividend policy in the near term. Global
Valar has also agreed with the Yum! Franchisors that Global
Valar will use commercially reasonable endeavours to
maintain a high level of continuity in the Restaurant Brands’
senior management team, including using commercially
reasonable endeavours to retain Russel Creedy as Chief
Executive Officer for at least three years.
For further information about the potential outcomes of the
Offer, the implications of those outcomes and Global Valar’s
intentions for Restaurant Brands, see Sections 3 and 4 of
this Target Company Statement.
Ongoing minority Shareholder protections
If the Offer is successful, the Companies Act, Takeovers
Code and the provisions of the NZX Listing Rules will
continue to provide various protections for minority
Shareholders, including restrictions on transactions with
related parties (including Global Valar), limitations on the
issue of new Shares and the requirement for a minimum
number of Independent Directors.
For further information about minority protections, see
Part B of Section 3 of this Target Company Statement.
Acceptance and timing
If you wish to accept the Offer, use the acceptance form
that accompanied Global Valar’s Offer Document and
carefully follow the instructions on that form. If you do
not wish to accept the Offer, you do not need to take any
further action. For more information about your options in
respect of the Offer, see the Frequently Asked Questions
in Section 4 of this Target Company Statement.
If you are considering accepting the Offer, there is no
advantage in accepting the Offer early. The Offer must
remain open until 12 March 2019, acceptances are
irrevocable, and shareholdings for scaling purposes will
be assessed on the closing date (and not, for example, on
the date of acceptance). In addition, it is possible that new
information relevant to the Offer (for example, if a Superior
Proposal eventuates) may arise after the date of this Target
Company Statement. Accordingly, the Directors suggest
that Shareholders who are considering accepting the Offer
should do so towards the end of the Offer period.
Conclusion
The Board considers that the Offer provides an attractive
opportunity for Shareholders to accelerate the realisation of
some of the future value of their Restaurant Brands Shares
in cash now. Accordingly, on behalf of the Directors, I would
like to reiterate our support for the Offer. We recommend
that you ACCEPT the Offer for all of your Shares in the
absence of a Superior Proposal which is not matched by
Global Valar. Accepting the Offer for all of your Shares
maximises your opportunity to sell Shares under the Offer.
On behalf of the Directors, I thank you for your support of
Restaurant Brands.
Yours faithfully,
Ted van Arkel, Chairman
Restaurant Brands New Zealand Limited

SECTION 1: WHY YOU SHOULD ACCEPT THE OFFER – SUMMARY
Section 1:
Why you should accept the Offer – summary
In arriving at this recommendation, the Directors have considered many factors, including the Offer
Price, the partial nature of the Offer, key conditions of the Offer, potential outcomes of the Offer, the
likelihood of a competing transaction and Global Valar’s intentions after the Offer. The key reasons
for the Directors’ recommendation are summarised below.
Further details are set out in Section 2 of this Target Company Statement. Additional factors for
Shareholders to consider are set out in Section 3 of this Target Company Statement and Section 4
sets out the answers to certain Frequently Asked Questions. The Directors strongly encourage you to
take account of Sections 2 to 4, and the merits of the Offer addressed in the Independent Adviser’s
Report, when considering your options in respect of the Offer.
The Board unanimously recommends that you
ACCEPT the Offer for all of your Shares in the
absence of a Superior Proposal which is not
matched by Global Valar.
1.
The Offer Price is attractive and represents a material premium
to the market price of Restaurant Brands Shares prior to the
announcement of the Offer.
2.
The Offer Price of NZ$9.45 per share is substantially above the
upper end of the Independent Adviser’s value range of NZ$ 8 .15
to NZ$8.92 per share.
3.
The Offer provides an opportunity for Shareholders to realise
some of the future value of at least 75% of their Restaurant
Brands Shares now for cash.
4.
Finaccess Capital supports Restaurant Brands’ existing
growth strategy.
5.
Competing transactions are unlikely.
3

Restaurant Brands Target Company Statement4
SECTION 2: WHY YOU SHOULD ACCEPT THE OFFER – THE DETAIL
1. The Offer Price is attractive and represents
a premium to Restaurant Brands’ trading
prices on the NZX and ASX
Offer Price premium
The Offer Price of NZ$9.45 cash per Share
represents:
(a) a premium of 24.3% to the closing price of
NZ$7.60 on 17 October 2018, the last trading
day before Restaurant Brands announced Global
Valar’s indicative proposal to make the Offer; and
(b) a premium of 23.1% to the New Zealand volume
weighted average price for the six months ended
17 October 2018.
2

Restaurant Brands Shares listed at NZ$2.20 in
May 1997. Restaurant Brands Shares have closed
below the Offer Price every day since listing.
Comparison against other change of control
transactions
NZ$9.45 per Share values Restaurant Brands’
earnings favourably when compared with other
comparable change of control transactions. The Offer
Price of NZ$9.45 per Share implies a ratio of EV
3
to
underlying EBITDA
4
for last 12 months to 26 February
2018 of 14.1x.
5
This compares favourably to the
average for this ratio of recent precedent comparable
transaction multiples of 8.8x EV to historic EBITDA.
6

No brokerage costs payable
No brokerage costs will be charged on the transfer
of your Restaurant Brands Shares to Global Valar
if you accept the Offer. In contrast, if you sell your
Restaurant Brands Shares on the NZX or ASX
markets you may incur brokerage charges.
Post-Offer Share price
If the Offer does not succeed, the Board considers
that it is likely that the price for Restaurant Brands
Shares will decline to levels more in line with (or
potentially below) the price prior to Restaurant Brands’
initial announcement of Finaccess Capital’s indicative
proposal to make the Offer.
For more information about the potential post-Offer
Share price if the Offer succeeds, see Part A of
Section 3 of this Target Company Statement.
Section 2:
Why you should accept the Offer – the detail
2
Six month value weighted average price as at 17 October 2018 is NZ$7.68.
3
Restaurant Brands considers that EV (enterprise value) is the best valuation metric for comparing transaction
multiples. It represents the total purchase price paid for a company (including outstanding debt balances and cash)
and allows for comparisons of transactions even though companies may have differing capital structures.
4
Enterprise Value divided by underlying EBITDA (Earnings before interest, tax, depreciation, amortisation, significant
items, associates and minority interest).
5
FY18 EBITDA includes earnings from Starbucks New Zealand, which was sold in FY19. The historic EV / EBITDA
multiple of 14.1x was calculated using an enterprise value of NZ$1,333.1 million and an FY18 EBITDA of NZ$94.4
million. Enterprise value is calculated as equity value of NZ$1,175.4 million plus net debt of NZ$157.7 million as at
26 February 2018. The equity value is calculated as the NZ$9.45 Offer Price per Share times the Shares on issue
of 124,380,523 as at 26 February 2018. This differs to the historic EV / EBITDA multiple of 13.9x provided in
the Independent Adviser’s Report, which uses an enterprise value of NZ$1,316.2 million and an FY18 EBITDA of
NZ$94.4 million. The difference in enterprise value is due to the use of FY19 net debt of NZ$137.1 million (forecast
net debt as at completion) and 124,768,523 shares on issue which represents the fully diluted Shares post vesting of
performance rights held by Russel Creedy and Grant Ellis.
6
Source: Grant Samuel Independent Adviser’s Report in relation to the Offer, page 30.

5
SECTION 2: WHY YOU SHOULD ACCEPT THE OFFER – THE DETAIL
2. The Offer Price of NZ$9.45 per Share
is substantially above the upper end of
the Independent Adviser’s value range of
NZ$8.15 to NZ$8.92 per Share
The Independent Adviser has assessed the value of
Restaurant Brands Shares (including a premium for
control) to be in the range of NZ$8.15 to NZ$8.92
per Restaurant Brands Share. The Offer Price of
NZ$9.45 cash per Restaurant Brands Share is
substantially above the upper end of this range.
The Independent Adviser’s Report is included as
Appendix B to this Target Company Statement.
3. The Offer provides an opportunity for
Shareholders to realise some of the future
value of at least 75% of their Restaurant
Brands Shares now for cash
In recent years Restaurant Brands has successfully
achieved a number of milestones, including the
acquisition of its Australian and Hawaiian operations.
As a result of these growth initiatives, the company
has experienced strong Share price appreciation.
Restaurant Brands has a number of further growth
opportunities available to it. However, the execution
of Restaurant Brands’ future growth plans could
take a number of years to achieve and involves
execution risks.
The Directors believe the Offer, which allows
Shareholders to sell at least 75% of their Restaurant
Brands Shares for NZ$9.45 cash per Share, provides
an attractive opportunity for you to realise some of the
future value for your Restaurant Brands Shares now.
The partial nature of the Offer means that there is a
reasonable prospect that you will continue to hold
Shares after completion of the Offer (even if you
accept the Offer for all of your Shares). For more
information about Restaurant Brands’ future strategy,
and the factors that may influence the future value of
your ongoing investment in Restaurant Brands, see
paragraph 4 below and Part A of Section 3 of this
Target Company Statement.
4. Finaccess Capital supports Restaurant
Brands’ existing growth strategy
In recent years, the Restaurant Brands Board has
adopted and pursued an international growth strategy,
including the acquisition of KFC stores in Australia and
Pizza Hut and Taco Bell stores in Hawaii, Saipan and
Guam. Restaurant Brands has also stated that
it is actively investigating acquisition opportunities
in the mainland of the United States of America.
Global Valar has confirmed to the Board that
Global Valar intends to support Restaurant Brands’
management to continue to execute the existing
strategy. Global Valar has also agreed with the Yum!
Franchisors that Global Valar will use commercially
reasonable endeavours to maintain a high level
of continuity in the Restaurant Brands’ senior
management team, including using commercially
reasonable endeavours to retain Russel Creedy
as Chief Executive Officer for at least three years.
Finaccess Capital, which is Global Valar’s indirect
holding company, has a successful track record. It
acquired a majority shareholding in European quick
service restaurant operator AmRest Holdings S.E.
(“AmRest”) in 2016 and has supported a growth
strategy that has seen an increase in AmRest’s
store numbers, EBITDA and share price. For more
information, see Part A of Section 3.
5. Competing transactions are unlikely
Since Restaurant Brands’ announcement on
18 October 2018 to NZX and ASX of Global Valar’s
indicative proposal to the make the Offer, and
up to ASX market close on 28 November 2018
(being the last practicable date before the date
of this Target Company Statement), no competing
transaction has emerged.
Your Directors do not believe that a competing
transaction is likely to emerge during the
Offer period.

Restaurant Brands Target Company Statement6
1. What is this Section?
1.1 Section 3 of this Target Company Statement was
prepared by the Independent Directors and addresses
a number of the factors, additional to those set out
in Section 2. The Independent Directors encourage
you to take these factors into account when
considering the Offer.
1.2 This Section is presented in two Parts:
(a) Part A: Factors which may influence the future
value of your Restaurant Brands Shares; and
(b) Part B: Post-Offer minority Shareholder
protections.
Part A: Factors which may influence the future
value of your Restaurant Brands shares
2. The value of your remaining Shares
2.1 If Global Valar receives acceptances to the Offer for
more than 75% of the Restaurant Brands Shares,
acceptances to the Offer will be subject to scaling.
As a result, the Independent Directors believe that
there is a reasonable prospect that Shareholders who
accept the Offer (even Shareholders who accept for
all of their Shares) will continue to hold Restaurant
Brands Shares after completion of the Offer.
2.2 If you accept the Offer for some or all of your
Restaurant Brands Shares, the total value of your
investment in Restaurant Brands is:
(a) the value you receive for the sale of the
Restaurant Brands Shares under the Offer at
NZ$9.45 per share; plus
(b) the value of any Restaurant Brands Shares that
you continue to hold after the Offer.
2.3 Restaurant Brands Shares traded on NZX in the
range of NZ$6.48 to NZ$8.04 per share during the
12 months prior to the initial announcement of Global
Valar’s indicative proposal to make the Offer. There is
a risk that the Share price, after the Offer completes,
may retreat to levels more closely in line with (or
potentially below) that historial range.
2.4 Ultimately, the Share price and the value of your
remaining Restaurant Brands Shares after completion
of the Offer will be determined by the factors which
usually affect market prices of listed company shares,
including general economic and market factors, as
well as factors specific to Restaurant Brands including
post-Offer business strategy, dividends, debt levels,

capital structure, share trading liquidity and future
change of control events. Some of these factors are
discussed below.
3. Business strategy
Global Valar support for existing strategy
3.1 If the Offer is completed, Global Valar will control the
composition of the Board and, as a result, will control
Restaurant Brands’ post-Offer business strategy.
3.2 In recent years, the Restaurant Brands Board has
adopted and pursued an international growth strategy,
including the acquisition of KFC stores in Australia
and Pizza Hut and Taco Bell stores in Hawaii, Saipan
and Guam. Restaurant Brands has also stated that
it is actively investigating acquisition opportunities in
the mainland United States of America.
3.3 Global Valar has confirmed to the Independent
Directors that Global Valar intends to support
Restaurant Brands’ management to continue to
execute the existing strategy, and the Independent
Directors believe the success of that strategy
over the past few years was key to Global Valar’s
decision to make the Offer at NZ$9.45 per
Restaurant Brands Share.
3.4 Consistent with this, Global Valar has also agreed
with the Yum! Franchisors that Global Valar will
use commercially reasonable endeavours to
maintain a high level of continuity in the Restaurant
Brands’ senior management team, including using
commercially reasonable endeavours to retain Russel
Creedy as Chief Executive Officer for at least three
years (see paragraphs 3.11 to 3.16 below).
3.5 Restaurant Brands’ ability to continue to successfully
implement its growth strategy after the completion
of the Offer will be fundamental to the future value of
Restaurant Brands Shares. The Independent Directors
are unable to assess the likelihood of this occurring,
but note that the existing growth strategy of AmRest
was accelerated after the investment in that company
by Finaccess Capital, which is the indirect parent
company of Global Valar.
Finaccess Capital’s investment in AmRest
7

3.6 AmRest, which is listed on the Warsaw, Madrid,
Barcelona, Bilbao and Valencia Stock Exchanges, is
the largest independent chain restaurant operator
in Central and Eastern Europe. The company is also
developing its operations in Western Europe, Russia
and China.
Section 3:
Other factors for you to consider
7
Source: Finaccess Capital.
SECTION 3: OTHER FACTORS FOR YOU TO CONSIDER

7
SECTION 3: OTHER FACTORS FOR YOU TO CONSIDER
8
Source: Finaccess Capital. Figures calculated as at 30 October 2018.
9
PLN designates Polish złoty, which is the Polish currency.
3.7 Finaccess Capital first acquired a 32% shareholding
in AmRest in August 2015. Finaccess Capital
subsequently increased its shareholding to 61%
in 2016, before decreasing its shareholding to 56%
in 2017 because of a sale of AmRest shares to
AmRest management.
3.8 Finaccess Capital has advised the Independent
Directors that, since first investing in AmRest:
8
(a) AmRest’s network has increased from
approximately 850 stores to approximately
2,000 stores;
(b) adjusted EBITDA has increased from PLN
467 million
9
in FY15 to PLN 689 million in FY17
(with consensus forecast adjusted EBITDA of
PLN 809 million in FY18), representing annual
growth of approximately 20%; and
(c) the share price has increased over 130%
(equivalent to an effective annual return of
approximately 30%).
3.9 The success of AmRest after Finaccess Capital’s
investment is not a guarantee that the same will occur
for Restaurant Brands under Global Valar majority
ownership. However, it indicates to the Independent
Directors that Finaccess Capital has experience as a
majority owner in a listed company, with a track record
of supporting an international growth strategy.
Change of strategy
3.10 It is possible that the post-Offer Board could change
Restaurant Brands’ strategy in the future (for example,
to adjust to changing economic conditions). As any
future change in strategy cannot be known now, the
Independent Directors are unable to assess the
impact on value and risk profile of any change.
Yum! requirements
3.11 Certain subsidiaries of Yum! Brands Inc (referred
to collectively in this Target Company Statement as
“Yum!”) are the franchisors of the KFC, Pizza Hut and
Taco Bell brands operated by Restaurant Brands.
3.12 Under franchise arrangements between the Yum!
Franchisors and Restaurant Brands, the consent of
the Yum! Franchisors is required prior to Global Valar
acquiring control of Restaurant Brands under the
Offer. As a result, consent of the Yum! Franchisors
is an Offer condition.
3.13 Certain subsidiaries of Yum! Brands Inc, Global Valar
and Restaurant Brands have entered into a conditional
consent letter, under which the Yum! Franchisors have
conditionally consented to Global Valar acquiring
control of Restaurant Brands under the Offer (“Yum!
Consent Letter”).
3.14 The conditions to the Yum! Consent Letter are the
satisfaction of the Yum! Franchisors’ franchisee due
diligence requirements in respect of Finaccess Capital
and Global Valar, and the Yum! Franchisors, Finaccess
Capital and Restaurant Brands entering into formal
agreements to give effect to requirements recorded
in the Yum! Consent Letter.
3.15 Those requirements have implications for Restaurant
Brands’ future business strategy, including the
following:
(a) Finaccess Capital must use commercially
reasonable endeavours to ensure a high level
of continuity of Restaurant Brands’ senior
management and use commercially reasonable
endeavours to ensure that Russel Creedy remains
as Chief Executive Officer of Restaurant Brands
for at least three years after completion of the
Offer. During that period, Finaccess Capital must
ensure that Russel Creedy is not engaged or
employed by any of Finaccess Capital’s affiliated
companies.
(b) Restaurant Brands must comply with specified
new store development obligations for KFC and
Pizza Hut in New Zealand.
(c) If Restaurant Brands reaches an agreement
with the relevant Yum! Franchisor in relation to
the operation of Taco Bell in New Zealand and
Australia, Restaurant Brands will be required to
satisfy new store development obligations for
Taco Bell in these territories.
(d) Restaurant Brands must maintain operational
separation from AmRest (excluding certain
administrative functions).
3.16 The Independent Directors are comfortable with
Restaurant Brands agreeing to the matters in
paragraph 3.15. In accordance with its existing
growth strategy, Restaurant Brands would have
agreed the same or substantially similar new store
development obligations with the relevant Yum!
Franchisor even if Global Valar had not made
the Offer.

Restaurant Brands Target Company Statement8
SECTION 3: OTHER FACTORS FOR YOU TO CONSIDER
10
Source: Finaccess Capital as at 30 October 2018.
4. Dividends and imputation credits
4.1 Restaurant Brands’ current dividend policy is to
pay dividends having regard to all relevant factors,
including financial performance, cash flow, capital
requirements and the availability of imputation
credits. Restaurant Brands’ dividend policy does not
guarantee the payment of dividends or commit to any
timing or quantum of dividends.
4.2 Restaurant Brands paid total dividends (interim and
final) of NZ$0.28 per Restaurant Brands Share in
respect of FY18. Restaurant Brands has not paid an
interim dividend in respect of the current financial year,
FY19, because of the Offer. Restaurant Brands will not
pay the interim dividend if the Offer is successful.
4.3 Global Valar has confirmed to the Independent
Directors that it does not currently intend to promote
a change to Restaurant Brands’ dividend policy in
the near term. Global Valar has also stated that, after
completion of the Offer, the dividend policy will “need
to continue to be assessed against other capital
requirements in the business on an ongoing basis,
with Shareholder value from a dividend needing to be
considered relative to potential value creation from
reinvesting the funds within the business.”
4.4 Consistent with Global Valar’s statement above,
the Independent Directors believe that Global Valar
will focus on growth, rather than dividend yield.
Accordingly, there is a reasonable prospect that,
if the Offer is successful, Global Valar will prioritise
Restaurant Brands’ use of available cash to fund
acquisitions and store roll-outs by Restaurant Brands
over the payment of dividends at pre-Offer levels.
4.5 If the Offer is successful, Restaurant Brands will lose
the balance of imputation credits in its imputation
credit account. This may reduce Restaurant Brands’
ability to pay dividends to Shareholders in a tax
effective manner (i.e. by attaching imputation credits
to dividends paid) in the short to medium term.
5. Debt levels and capital structure
5.1 Global Valar has advised the Independent Directors
that it does not intend to significantly lever Restaurant
Brands (i.e. increase Restaurant Brands’ debt) and
that its investment philosophy is based on ensuring
portfolio companies have a responsible level of
leverage (i.e. debt).
5.2 Global Valar has also advised the Independent
Directors that Global Valar does not envisage any
future equity capital being required from Restaurant
Brands Shareholders in the near to medium term,
although any large-scale initiatives which are unable
to be funded from business cashflow would require
an assessment of capital sources at the relevant time.
This would include consideration of both debt and
equity capital, having regard to the matters set out
in paragraph 5.1.
5.3 The Independent Directors understand from
Finaccess Capital that:
10

(a) on investing in AmRest, Finaccess Capital set
a maximum target leverage ratio of net debt /
EBITDA at 3.2x; and
(b) despite borrowing to fund growth, AmRest
remains within the target leverage ratio.
6. Liquidity
6.1 Share trading liquidity is the ability to buy or sell
Restaurant Brands Shares in reasonable quantities
and within a short timeframe without materially
affecting the share price.
6.2 Liquidity is affected by the quantity of trades through
NZX and ASX, which is influenced by the number of
Shares which are available to trade (often referred
to as “free float”). A decrease in free float means
that fewer Shares are available to trade, which can
reduce liquidity.
6.3 The Independent Directors consider that currently
there is a reasonable level of liquidity in the market
for Restaurant Brands Shares. In the 12 month period
prior to 17 October 2018, 28,387,443 Restaurant
Brands Shares traded through NZX and 65,662
traded through ASX.
6.4 The recent levels of liquidity are supported by a
current free float of approximately 91% (being
all of the Restaurant Brands Shares, other than
those owned by interests associated with Stephen
Copulos) and the inclusion of Restaurant Brands in
the S&P/NZX50 index.
6.5 If the Offer is completed, the free float of Restaurant
Brands Shares (the Shares available for trading
through the market) will decrease to between 25%
and 49.99% depending on the outcome of the Offer.
This is likely to result in a decrease in liquidity and
Restaurant Brands Shares being removed from the
S&P/NZX50 index.

9
SECTION 3: OTHER FACTORS FOR YOU TO CONSIDER
6.6 A decline in liquidity may have a negative influence
on the market price of Restaurant Brands Shares and
may limit your ability to sell your Restaurant Brands
Shares after completion of the Offer at a price that
you are prepared to accept.
6.7 That said:
(a) at a Share price of NZ$7.60 per Share, being
the closing price on the NZX on the day prior to
the initial announcement of the partial takeover
proposal, a 25% free float implies approximately
NZ$236 million of Shares available to be traded;
and
(b) given the scaling mechanism described in Part
A, the Independent Directors consider that there
is a reasonable prospect that Restaurant Brands
will have several thousand Shareholders after
completion of the Offer.
6.8 These factors may assist to support future liquidity
in the market for Restaurant Brands Shares.
7. Future control transactions
Finaccess Capital will determine the future control
of Restaurant Brands
7.1 If the Offer is successful, Global Valar will become
the majority Shareholder in Restaurant Brands and
will determine the future control of the company.
No change of control transaction (such as a full
takeover offer by a third party or a takeover by way
of scheme of arrangement promoted by a third party)
affecting Restaurant Brands can be successful unless
that transaction is supported by Global Valar.
Yum! requirements
7.2 Under the Yum! Consent Letter (see paragraph 3.13
above), Finaccess Capital and the Yum! Franchisors
have agreed that the consent of the Yum! Franchisors
is required to:
(a) a change of control of Restaurant Brands after
completion of the Offer; and
(b) changes of control of Global Valar and certain of
its holding companies, as well as certain transfers
of minority shareholdings in those companies.
7.3 The requirements in paragraph 7.2(b) provide the Yum!
Franchisors with a veto over future transactions which
result in a change of control of Restaurant Brands, as
well as certain other share transfers within the Global
Valar holding company structure. These requirements
could have negative implications for remaining
Shareholders in Restaurant Brands after completion
of the Offer, as breaches of those requirement may
give rise to deemed defaults under the franchise
arrangements between Restaurant Brands and the
Yum! Franchisors.
7.4 However, the Independent Directors do not consider
this to be a material risk for the following reasons:
(a) after completion of the Offer, Global Valar will
own between 50.01% and 75% of the Restaurant
Brands Shares. Global Valar’s interests will be
aligned with other Shareholders in maintaining
the Yum! Franchisor franchise arrangements, as
Global Valar will bear the greatest proportionate
economic impact of any disruption to those
arrangements;
(b) as noted in paragraph 3.7, Finaccess Capital is
currently a 56% Shareholder in AmRest, which is
also a significant operator of brands franchised
by certain subsidiaries of Yum! Brands Inc. This
heightens Finaccess Capital’s commercial
interests in maintaining a good relationship with
the Yum! Franchisors by complying with, and
ensuring that Global Valar complies with, the Yum!
Consent Letter requirements; and
(c) under the Yum! Consent Letter, Finaccess Capital
has a 30 day cure period to remedy breaches of
the provisions referred to in paragraph 7.2 above.
Finaccess Capital may increase its control of
Restaurant Brands
7.5 After waiting 12 months from the completion of the
Offer, Global Valar is entitled to acquire an additional
5% shareholding in Restaurant Brands in each
12 month period, by way of on-market and off-market
transactions, under the “creep” provisions of the
Takeovers Code. There are no pricing restrictions on
these transactions.
7.6 Importantly, unless certain limited exceptions apply,
Global Valar could not make any “creeping” acquisition
of Restaurant Brands Shares at any time while
Global Valar was in possession of inside information
(non-public price sensitive information) concerning
Restaurant Brands.
7.7 In addition to “creeping” acquisitions, Global Valar is
entitled to make a follow-on takeover offer at any time
after completion of the Offer. Finaccess Capital has
agreed that it will not do so within 12 months after
the completion of the Offer at a price below NZ$9.45
per Restaurant Brands Shares adjusted up or down
in proportion to any change in the S&P/NZX50 index
after completion of the Offer (for example, a 10%
decline in the S&P/NZX 50 index would result in a

Restaurant Brands Target Company Statement10
SECTION 3: OTHER FACTORS FOR YOU TO CONSIDER
10% decrease in the NZ$9.45 “floor price” and a 10%
increase in the S&P/NZX 50 index would result in a
10% increase in the NZ$9.45 “floor price”). After the
expiry of that period, Finaccess Capital will be free to
make another takeover offer at any price.
7.8 The Board of Restaurant Brands may waive the
prohibition on Global Valar making a takeover
offer at a price below the “floor price” during the
first 12 months after completion of the Offer. While
Restaurant Brands is listed by NZX (see paragraphs
8.3 to 8.9 below), any persons who are appointed as
Directors of Restaurant Brands to represent Global
Valar will be “interested” in any proposed waiver and
will be unable to vote on the Board decision.
7.9 If Global Valar increases its holding of Restaurant
Brands Shares to 90% or more, whether as a
result of a “creeping” acquisition or a takeover offer,
Global Valar is entitled, within a specified period,
to compulsorily acquire the remaining Restaurant
Brands Shares. If Global Valar chooses not to do so
then, within a specified period, remaining holders of
Restaurant Brands Shares can require Global Valar
to purchase those Shares.
7.10 The compulsory acquisition price will depend on
the manner in which Global Valar increased its
shareholding to 90% or above. In some cases (for
example, if Global Valar increased its shareholding
to 90% or above as a result of “creeping” acquisition),
the compulsory acquisition price must be a
cash sum certified as fair and reasonable by an
independent adviser.
Part B: Post-Offer minority Shareholder protections
8. Shareholder protections
8.1 After completion of the Offer, if you continue to hold
Restaurant Brands Shares you will have the benefit of
various legal protections for minority Shareholders.
8.2 This Part B is intended to be a general (and
non-exhaustive) high level summary of certain of
those legal protections. It is not legal advice. If you
have any questions about your legal rights as a
holder of Restaurant Brands Shares, you should
seek your own legal advice which is specific to
your circumstances.
Ongoing NZX and ASX listings
8.3 Many of the Shareholder protections described in 
this Part B arise under the NZX Listing Rules.
To ensure that you continue to enjoy those protections,
Global Valar has agreed that, for 12 months after
completion of the Offer, it will not take steps to de-list
Restaurant Brands from the NZX except where Global
Valar becomes entitled to compulsorily acquire the
remaining Shares in Restaurant Brands as a result of
a takeover offer that complies with the minimum price
commitment described in paragraph 7.7.
8.4 After the 12 month period referred to in paragraph
8.3 it is possible that Global Valar could seek for the
Board to apply to NZX for delisting of Restaurant
Brands. However, Global Valar has informed the
Independent Directors that it would only look to delist
Restaurant Brands by moving to 100% ownership
and would not intend to have minority investors in an
unlisted business.
8.5 Ultimately, delisting, and the conditions of delisting,
are at NZX’s discretion. The Independent Directors
understand that, where a company is delisting from
NZX and not moving to another recognised stock
exchange (e.g. ASX), NZX usually requires, as a
pre-condition to delisting, that the delisting be
approved by an ordinary resolution of the minority
shareholders.
8.6 Finaccess Capital has also agreed that it will not take
steps to delist Restaurant Brands from ASX within
12 months after completion of the Offer. It is
possible that, after that period, the Board may
seek to de-list Restaurant Brands from ASX. The
Independent Directors understand that this would not
require Shareholder approval.
8.7 Global Valar has informed the Independent Directors
that Global Valar believes there to be a number
of benefits from Restaurant Brands maintaining
its current listings, including access to capital to
fund future growth while also providing existing
Shareholders an opportunity to continue participating
in the business over the long term.
8.8 The Board of Restaurant Brands may waive the
prohibition on Global Valar taking steps to de-list
Restaurant Brands from NZX and/or ASX during the
first 12 months after completion of the Offer. Any
persons who are appointed as Directors of Restaurant
Brands to represent Global Valar will be “interested” in
any proposed waiver and will be unable to vote on the
Board decision.
8.9 Restaurant Brands’ constitution requires the company
to comply with the NZX Listing Rules.
New NZX Listing Rules
8.10 NZX has implemented new Listing Rules which will
come into effect on 1 January 2019. Accordingly, this
Part B summarises the position under the current and
new NZX Listing Rules.

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SECTION 3: OTHER FACTORS FOR YOU TO CONSIDER
9. Governance protections
Requirement for New Zealand resident Directors and
Independent Directors
9.1 Under the current NZX Listing Rules, the Board
must have at least two Directors who are resident in
New Zealand and at least two Independent Directors
(or, if there are eight or more Directors, three or
one-third of the board, rounded down).
9.2 Under the new NZX Listing Rules, the Board
must have at least two Directors who are resident in
New Zealand and at least two Independent Directors.
Directors’ duties
9.3 Under the Companies Act 1993, all Directors,
including any Global Valar representatives who are
appointed as Directors of Restaurant Brands, owe
the same duties to Restaurant Brands.
9.4 Amongst other duties, all Directors, in their capacity
as Directors, must act in good faith and in the best
interests of Restaurant Brands.
Prohibitions on interested Director voting
9.5 Under the current and new NZX Listing Rules,
Directors must not vote on a Board resolution in
respect of a matter on which a Director is interested.
A Director will be interested in a matter in various
circumstances, including:
(a) if the Director is a party to, or may derive a
material financial benefit from, the matter;
(b) if the Director has a material financial interest
in another party to the matter; and
(c) if the Director is a director or officer of another
party to, or person who may derive a material
financial benefit from, the matter.
9.6 The two exceptions to the above rule are that a
Director may vote on:
(a) a matter in which a Director is interested if, under
the Companies Act, the matter requires Directors
to sign a certificate (for example, a “best interests”
certificate for the issue of Shares or a solvency
certificate for the authorisation of a dividend); or
(b) the approval of Director indemnities granted
under the Companies Act.
10. Shareholder oversight
Major transactions
10.1 Under the Companies Act, a “major transaction”
requires shareholder approval by special resolution.
10.2 In broad terms, a major transaction is the sale or
purchase of assets having a value in excess of 50% of
the pre-transaction market value of Restaurant Brands’
gross assets. Importantly, the major transaction rules
are entity specific: a transaction by a subsidiary of
Restaurant Brands will not require major transaction
Restaurant Brands Shareholder approval under the
Companies Act.
10.3 If a major transaction is approved by Shareholders,
those Shareholders who vote all of their Restaurant
Brands Shares against the major transaction have
minority buyout rights, being the right to require
Restaurant Brands to acquire their Shares for a fair
and reasonable cash price.
Related party transactions
10.4 Under the current and new NZX Listing Rules,
Restaurant Brands must not enter into a “material
transaction” (or series of related transactions) with
a “related party” without Shareholder approval by
ordinary resolution. The related party cannot vote on
this resolution. Global Valar will be a related party of
Restaurant Brands after completion of the Offer.
10.5 “Material transactions” include asset sales or
purchases having a value of more than 10% of
Restaurant Brands’ average market capitalisation
and service arrangements where the annual gross
costs is more than 1% of Restaurant Brands’ average
market capitalisation. In addition, the issue of
securities having a market value of more than 10%
of Restaurant Brands’ average market capitalisation
is also a “material transaction”.
Annual meetings
10.6 Restaurant Brands must continue to hold annual
meetings.
10.7 Under the current NZX Listing Rules, Restaurant
Brands must hold each annual meeting in
New Zealand.
10.8 Under the new NZX Listing Rules, Restaurant Brands
must hold each annual meeting in New Zealand,
or Australia (if Shareholders can participate in
the meeting by audio, audio and visual, and/or
electronic means).

Restaurant Brands Target Company Statement12
SECTION 3: OTHER FACTORS FOR YOU TO CONSIDER
11. Anti-dilution protection for minorities
NZX Listing Rules restrictions on share issues
11.1 Under the current and new NZX Listing Rules,
Restaurant Brands must not issue Restaurant Brand
Shares without Shareholder approval by ordinary
resolution unless an exception applies. A Shareholder
(e.g. Global Valar) cannot vote on a resolution to
approve the issue of Shares to itself.
11.2 Under the current NZX Listing Rules, the key
exceptions to the Shareholder approval requirements
are for:
(a) renounceable rights issues; and
(b) placements of up to 20% of Restaurant Brands’
share capital in a 12 month period.
11.3 Under the new NZX Listing Rules, the key exceptions
to the Shareholder approval requirements are for:
(a) renounceable or accelerated rights issues; and
(b) placements of up to 15% of Restaurant Brands’
share capital in a 12 month period.
11.4 Placements of new Restaurant Brands Shares
are still subject to the related party transaction
rules summarised in paragraph 10 above as well
as the Takeovers Code restrictions described in
paragraph 12 below.
11.5 In addition, if Global Valar has Board representation
(which the Independent Directors understand is
intended) the NZX Listing Rules prohibit a placement
of Restaurant Brands Shares solely to Global Valar
without Shareholder approval.
Governance requirements
11.6 Under the Companies Act, to issue Shares, the Board
must resolve, and Directors must certify, that the
price for the issue and the terms of the issue are
fair and reasonable to Restaurant Brands and to all
existing Shareholders.
12. Restrictions on Global Valar increasing
its shareholding
Takeovers Code restrictions
12.1 Under the Takeovers Code, after completion of the
Offer, Global Valar cannot increase its shareholding
in Restaurant Brands, except by way of one of the
following:
11

(a) another takeover (including by way of a scheme
of arrangement);
(b) with prior Shareholder approval by ordinary
resolution (on which Global Valar cannot vote); or
(c) the “creep” rules summarised below.
“Creep” rules
12.2 The Takeovers Code’s “creep” rules are referred to in
paragraph 7 above. To re-iterate, after a “stand down”
period of 12 months after completion of the Offer,
Global Valar may acquire, on or off market, up to 5%
of Restaurant Brands’ Shares in each 12 month period.
However, Global Valar would still be subject to usual
insider trading restrictions.
13. Shareholder information
Annual reports
13.1 Under the current NZX Listing Rules, Restaurant
Brands must prepare, and make available to
Shareholders, an annual and a half-year report.
13.2 Under the new NZX Listing Rules, Restaurant Brands
must prepare, and make available to Shareholders, an
annual report. This is also a Companies Act obligation.
13.3 The annual report must include audited consolidated
financial statements for Restaurant Brands.
Continuous disclosure
13.4 Under the current and new NZX Listing Rules,
Restaurant Brands must immediately disclose
price sensitive information to NZX, subject to
certain limited exceptions.
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There are also a number of exemptions that would permit Global Valar to temporarily increase its shareholding
in certain circumstances, provided it reduced that shareholding within a specified time period.