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SPH Notice – Stephen Copulos

Substantial Holder Notice17 December 2018RBDConsumer Discretionary

Disclosure of movement of 1% or more in substantial holding
or change in nature of relevant interest, or both

Sections 277 and 278, Financial Markets Conduct Act 2013

To NZX Limited

and

To Restaurant Brands New Zealand Limited (“Restaurant Brands”)

Relevant event being disclosed: Change in the nature of relevant interest

Date of relevant event: 14 December 2018

Date this disclosure made: 14 December 2018

Date last disclosure made: 26 November 2018

Substantial product holder giving disclosure

Full name: Stephen Copulos

Summary of substantial holding

Class of quoted voting products: Fully paid ordinary shares in Restaurant Brands

(ISIN: NZRBDE0001S1) (“Shares”)

Summary for Stephen Copulos

For this disclosure,—

(a) total number held in class: 10,630,819

(b) total in class: 124,758,523

(c) total percentage held in class: 8.521%

For last disclosure,—

(a) total number held in class: 10,630,819

(b) total in class: 124,380,523

(c) total percentage held in class: 8.547%

Details of transactions and events giving rise to relevant event

Details of the transactions or other events requiring disclosure: On 10 December 2018,

Global Valar S.L. made a partial takeover offer under the Takeovers Code for up to 75% of

the Shares at NZ$9.45 per Share (“Offer”). On 14 December 2018, Stephen Copulos

procured the acceptance of the Offer by his associated companies Eyeon QSR Pty Ltd,

Eyeon No 2 Pty Ltd, Copulos Superannuation Pty Ltd, PC Nab Pty Ltd, Eyeon Investments

Pty Ltd and Copulos Foundation Pty Ltd (together, the “Copulos Interests”) for all of their

Shares, in accordance with the Lock-in Deed, a copy of which was attached to Stephen

Copulos’ last substantial product holder notice dated 26 November 2018.



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Pg. 2

Details after relevant event

Details for Stephen Copulos

Nature of relevant interest 1: Stephen Copulos continues to have a relevant interest in the

Shares in which HSBC Custody Nominees Australia Limited as custodian for Eyeon No 2 Pty

Ltd is the registered holder, by virtue of having the power to exercise, or to control the

exercise of, a right to vote attached to those Shares in his capacity as the sole director of

Eyeon No 2 Pty Ltd. Eyeon No 2 Pty Ltd may dispose of up to 1,585,482 Shares to Global

Valar S.L., subject to completion of the Offer.

For that relevant interest,—

(a) number held in class: 1,585,482

(b) percentage held in class: 1.271%

(c) current registered holder: HSBC Custody Nominees Australia Limited as

custodian for Eyeon No 2 Pty Ltd

(d) registered holder once transfers are registered: Global Valar S.L.

Nature of relevant interest 2: Stephen Copulos continues to have a relevant interest in the

Shares in which HSBC Custody Nominees Australia Limited as custodian for PC Nab Pty Ltd

is the registered holder, by virtue of having the power to exercise, or to control the

exercise of, a right to vote attached to those Shares in his capacity as a director of PC Nab

Pty Ltd. PC Nab Pty Ltd may dispose of up to 2,117,853 Shares to Global Valar S.L.,

subject to completion of the Offer.

For that relevant interest,—

(a) number held in class: 2,117,853

(b) percentage held in class: 1.698%

(c) current registered holder: HSBC Custody Nominees Australia Limited as

custodian for PC Nab Pty Ltd

(d) registered holder once transfers are registered: Global Valar S.L.

Nature of relevant interest 3: Stephen Copulos continues to have a relevant interest in the

Shares in which Citibank N.A., New Zealand Branch as custodian for Eyeon QSR Pty Ltd is

the registered holder, by virtue of (i) having the power to exercise, or to control the

exercise of, a right to vote attached to those Shares in his capacity as a director of Eyeon

QSR Pty Ltd and (ii) the fact that Eyeon QSR Pty Ltd’s only other director is accustomed to

act in accordance with Stephen Copulos’ directions, instructions or wishes in relation to

that power. Eyeon QSR Pty Ltd may dispose of up to 5,198,817 Shares to Global Valar

S.L., subject to completion of the Offer.

For that relevant interest,—

(a) number held in class: 5,198,817



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Pg. 3

(b) percentage held in class: 4.167%

(c) current registered holder: Citibank N.A., New Zealand Branch as custodian for

Eyeon QSR Pty Ltd

(d) registered holder once transfers are registered: Global Valar S.L.

Nature of relevant interest 4: Stephen Copulos continues to have a relevant interest in the

Shares in which Citibank N.A., New Zealand Branch as custodian for Copulos

Superannuation Pty Ltd is the registered holder, by virtue of (i) having the power to

exercise, or to control the exercise of, a right to vote attached to those Shares in his

capacity as a director of Copulos Superannuation Pty Ltd and (ii) the fact that Copulos

Superannuation Pty Ltd’s only other director is accustomed to act in accordance with

Stephen Copulos’ directions, instructions or wishes in relation to that power. Copulos

Superannuation Pty Ltd may dispose of up to 862,937 Shares to Global Valar S.L., subject

to completion of the Offer.

For that relevant interest,—

(a) number held in class: 862,937

(b) percentage held in class: 0.692%

(c) current registered holder: Citibank N.A., New Zealand Branch as custodian for

Copulos Superannuation Pty Ltd

(d) registered holder once transfers are registered: Global Valar S.L.

Nature of relevant interest 5: Stephen Copulos continues to have a relevant interest in the

Shares in which Citibank N.A., New Zealand Branch as custodian for Eyeon Investments

Pty Ltd is the registered holder, by virtue of having the power to exercise, or to control the

exercise of, a right to vote attached to those Shares in his capacity as the sole director of

Eyeon Investments Pty Ltd. Eyeon Investments Pty Ltd may dispose of up to 662,686

Shares to Global Valar S.L., subject to completion of the Offer.

For that relevant interest,—

(a) number held in class: 662,686

(b) percentage held in class: 0.531%

(c) current registered holder: Citibank N.A., New Zealand Branch as custodian for

Eyeon Investments Pty Ltd

(d) registered holder once transfers are registered: Global Valar S.L.

Nature of relevant interest 6: Stephen Copulos continues to have a relevant interest in the

Shares in which Citibank N.A., New Zealand Branch as custodian for Copulos Foundation

Pty Ltd is the registered holder, by virtue of having the power to exercise, or to control the

exercise of, a right to vote attached to those Shares. Copulos Foundation Pty Ltd may

dispose of up to 203,044 Shares to Global Valar S.L., subject to completion of the Offer.



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Pg. 4

For that relevant interest,—

(a) number held in class: 203,044

(b) percentage held in class: 0.163%

(c) current registered holder: Citibank N.A., New Zealand Branch as custodian for

Copulos Foundation Pty Ltd

(d) registered holder once transfers are registered: Global Valar S.L.

Additional information

Address of substantial product holder: Suite 3, 461 Wyndham Street, Shepparton, Victoria

3630, Australia

Contact details: Phone: +61 3 5822 8800 | Email: admin@copgroup.com.au

Name of any other person believed to have given, or believed to be required to give, a

disclosure under the Financial Markets Conduct Act 2013 in relation to the financial

products to which this disclosure relates: Global Valar S.L.

Disclosure has effect for purposes of directors’ and senior managers’ disclosure

Stephen Copulos is also a director of Restaurant Brands. This disclosure also constitutes

disclosure for the purposes of the directors’ and senior managers’ disclosure obligations.

Certification

I, Stephen Copulos, certify that, to the best of my knowledge and belief, the information

contained in this disclosure is correct and that I am duly authorised to make this disclosure

by all persons for whom it is made.

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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