Notice of Annual Meeting

NOTICE
OF ANNUAL
MEETING OF
SHAREHOLDERS
Restaurant Brands New Zealand Limited

Notice is given that the 22nd
annual meeting of shareholders
of Restaurant Brands New Zealand
Limited (the Company) will be held
at the Cole Theatre, Waipuna Hotel &
Conference Centre, 58 Waipuna Road,
Mt Wellington, Auckland on Wednesday
10 July 2019, commencing at 11.00am.

Agenda_
1. Chairman’s address
2. Chairman-elect’s address
3. Group Chief Executive Officer’s review
4. Shareholder questions
5. Election of directors
Biographical details for all directors seeking election
are set out in the Appendix to this Notice.
In accordance with Listing Rule 2.7.1, Mr José Parés retires
and, being eligible, offers himself for election.
Resolution 1: That Mr José Parés be elected as a director.
In accordance with Listing Rule 2.7.1, Mr Emilio Fullaondo
retires and, being eligible, offers himself for election.
Resolution 2: That Mr Emilio Fullaondo be elected
as a director.
Mr Carlos Fernández has accepted a nomination
as a director and, being eligible, has offered himself
for election.
Resolution 3: That Mr Carlos Fernández be elected
as a director.
Mr Luis Miguel Álvarez has accepted a nomination
as a director and, being eligible, has offered himself
for election.
Resolution 4: That Mr Luis Miguel Álvarez be elected
as a director.
Mr Stephen Ward has accepted a nomination as
a director and, being eligible, has offered himself
for election.
Resolution 5: That Mr Stephen Ward be elected
as a director.
Ms Huei Min (Lyn) Lim has accepted a nomination
as a director and, being eligible, has offered herself
for election.
Resolution 6: That Ms Huei Min (Lyn) Lim be elected
as a director.
6. Auditors
To record the reappointment of PricewaterhouseCoopers
as the Company’s auditors, and to authorise the directors
to fix the auditors’ remuneration for the ensuing year.
Resolution 7: That the Board of Directors be authorised
to fix the auditor’s remuneration for the ensuing year.
7. Constitution amendments
To consider, and if thought fit, to pass the following
special resolution:
Resolution 8: That Restaurant Brands New Zealand
Limited amend its existing Constitution, in the manner
marked up in the Constitution as presented to
shareholders at the Annual Shareholders’ Meeting
and initialled by a director of the Company for the
purposes of identification.
8. General business
To consider any other matter that may lawfully be
considered at the meeting.
Resolutions 1 to 7 above are proposed as ordinary resolutions
and require approval by a simple majority of votes of shareholders
who are entitled to vote on the resolutions (and who exercise
their right to vote) to be passed.
Resolution 8 is proposed to be a special resolution and
requires approval by a majority of 75% of votes of shareholders
who are entitled to vote on the resolution (and who exercise
their right to vote) to be passed.

By order of the board
G R Ellis
Company Secretary
30 May 2019

Procedural notes_
1. All shareholders may attend and vote at the Annual
Meeting, or may appoint a proxy to attend and vote
in their place.
2. If a shareholder wishes to appoint a proxy, that shareholder
should complete the proxy form which is enclosed with
this notice of meeting, or follow the instructions on the
proxy form to lodge its proxy online. A proxy need not be
a shareholder of the Company. If a shareholder wishes,
it may appoint “the Chairman of the Meeting” as that
shareholder’s proxy.
3. A body corporate, which is a shareholder of the Company,
may appoint a representative to attend the Annual Meeting
on its behalf in the same manner as that in which it would
appoint a proxy. A representative will have the same rights
and powers as if the representative were a proxy.
4. Proxy forms must be returned to the office of Restaurant
Brands New Zealand’s share registrar, Computershare
Investor Services Limited, either by fax to 64 9 488 8787,
by delivery to Level 2, 159 Hurstmere Road, Takapuna,
Auckland, New Zealand or by mail to Private Bag 92 119,
Auckland 1142, New Zealand so as to be received not later
than 11.00am on Monday 8 July 2019.
Explanatory notes_
All references in this Notice of Meeting to the “Listing Rules”
are references to the updated NZX Listing Rules dated
1 January 2019.
Resolution 1
Election of director – José Parés
José Parés is currently a non-executive director of the
Company. Pursuant to Listing Rule 2.7.1, any person who is
appointed as
a Director by the Board shall retire from office at the next
Annual Shareholders’ Meeting, but shall be eligible for election
at that meeting.
José Parés was appointed by the Board on 1 April 2019.
The board does not consider José Parés to be an independent
director under the provisions of Listing Rule 2.6.1 as he
represents a substantial product holder in the Company (Global
Valar, S.L., a subsidiary of Finaccess Capital, S.A. de C.V.).
The other directors support the election of Jose Parés
as a director, and recommend that shareholders vote
to approve Resolution 1.
Resolution 2
Election of director – Emilio Fullaondo
Emilio Fullaondo is currently a non-executive director of the
Company. Pursuant to Listing Rule 2.7.1, any person who is
appointed as a Director by the Board shall retire from office at
the next Annual Shareholders’ Meeting, but shall be eligible for
election at that meeting.
Emilio Fullaondo was appointed by the Board on 1 April 2019.
The board considers Emilio Fullaondo to be an independent
director under the provisions of Listing Rule 2.6.1 as he is not
an executive of the Company and does not have any direct or
indirect interests or relationships that could reasonably influence,
in a material way, his decisions in relation to the Company.
The other directors support the election of Emilio Fullaondo as
a director, and recommend that shareholders vote to approve
Resolution 2.
Resolution 3
Election of director – Carlos Fernández
Carlos Fernández has accepted a nomination as a director
and, being eligible, has offered himself for election.
It is the opinion of the Board that, in the event Carlos Fernández
is elected as a director, he will not be considered to be an
independent director under the provisions of Listing Rule
2.6.1 as he represents a substantial product holder in the
Company (Global Valar, S.L., a subsidiary of Finaccess Capital,
S.A. de C.V.).
The other directors support the election of Carlos Fernández as
a director, and recommend that shareholders vote to approve
Resolution 3.
Resolution 4
Election of director – Luis Miguel Álvarez
Luis Miguel Álvarez has accepted a nomination as a director
and, being eligible, has offered himself for election.
It is the opinion of the Board that, in the event Luis Miguel
Álvarez is elected as a director, he will not be considered to
be an independent director under the provisions of Listing
Rule 2.6.1 as he represents a substantial product holder in the
Company (Global Valar, S.L., a subsidiary of Finaccess Capital,
S.A. de C.V.).
The other directors support the election of Luis Miguel Álvarez
as a director, and recommend that shareholders vote to approve
Resolution 4.
Resolution 5
Election of director – Stephen Ward
Stephen Ward has accepted a nomination as a director and,
being eligible, has offered himself for election.
It is the opinion of the Board that, in the event Stephen
Ward is elected as a director, he will be considered to be an
independent director under the provisions of Listing Rule
2.6.1 as he is not an executive of the Company and does
not have any direct or indirect interests or relationships that
could reasonably influence, in a material way, his decisions in
relation to the Company. Stephen Ward is ordinarily resident
in New Zealand for the purposes of the Listing Rules and the
Company’s Constitution.
The other directors support the election of Stephen Ward as
a director, and recommend that shareholders vote to approve
Resolution 5.

Resolution 6
Election of director – Huei Min (Lyn) Lim
Huei Min (Lyn) Lim has accepted a nomination as a director
and, being eligible, has offered herself for election.
It is the opinion of the Board that, in the event Huei Min (Lyn)
Lim is elected as a director, she will be considered to be an
independent director under the provisions of Listing Rule
2.6.1 as she is not an executive of the Company and does not
have any direct or indirect interests or relationships that could
reasonably influence, in a material way, her decisions in relation
to the Company. Huei Min (Lyn) Lim is ordinarily resident in
New Zealand for the purposes of the Listing Rules and the
Company’s Constitution.
The other directors support the election of Huei Min (Lyn)
Lim as a director, and recommend that shareholders vote to
approve Resolution 6.
Resolution 7
Fix the remuneration of the auditors
Pursuant to section 207T of the Companies Act 1993,
PricewaterhouseCoopers is automatically re-appointed at
the Company’s Annual Meeting as auditors of the Company.
This resolution authorises the Board of Directors to fix the
remuneration of the auditors, PricewaterhouseCoopers.
Directors recommend that shareholders vote to approve
Resolution 7.
Resolution 8
Amend the Company’s Constitution
The former NZX Main Board Listing Rules (dated 1 October 2017)
have been replaced by updated Listing Rules (1 January 2019).
As the Company is required to comply with the updated Listing
Rules from 1 July 2019, a number of amendments are required
to be made to the existing Constitution of the Company ensure
it meets the requirements of, and is consistent with, the Listing
Rules (as required by Listing Rule 2.18.1).
In principle, the amendments proposed are limited to those
required to conform to the Listing Rules and certain minor
changes to update certain out-of-date references in the
document and to amend certain practical aspects to better
reflect current market practice. Unless expressly stated
otherwise, references to clause numbers below are references
to clause numbers in the Constitution as proposed to be amended.
The amendments to the existing Restaurant Brands Constitution
that have been proposed for the purposes of alignment with the
Listing Rules can be summarised as follows:
• Sale of Minimum Holdings: Clause 9.7 has been amended to
remove the requirement that shares in small holdings be sold
through NZX or in a manner approved by NZX, to comply
with Listing Rule 8.1.6 (c).
• Election of Directors: Clause 20.6 has been amended
to require each resolution for appointment of a director to
relate to one director only, to comply with Listing
Rule 2.3.3.
• Director rotation: The former clause 20.6 (relating to
exceptions to director rotation for Managing Directors) has
been removed to reflect that all directors are subject to the
director rotation requirements out in Listing Rule 2.7.
• Voting at meetings of shareholders: Certain provisions
in clause 15 have been amended to reflect that voting
at shareholder meetings must be by poll as required under
Listing Rule 6.1 (rather than on a show of hands).
• Executive Director: the term “Managing Director” has been
replaced with “Executive Director” in clause 22
to be consistent with the definition in the Listing Rules.
The following amendments are also proposed to generally
update the Constitution:
• Updating references in the Constitution from “New Zealand
Exchange Limited” to “NZX Limited” and references to the
“NZSX Listing Rules” to “NZX Listing Rules”.
• Updating references to refer to current legislation (e.g. the
introduction of the Financial Markets Conduct Act 2013).
• Allowing for electronic means of voting at shareholder meetings.
• Removing the ability for notices of meetings of directors to
be delivered by facsimile.
• Allowing for dividend payments to be made by bank transfer
in the first instance (rather than by cheque).
• Making consequential alterations in numbering.
Pursuant to the Companies Act 1993, the proposed amendments
must be approved by a special resolution of shareholders.
As the amendments to the Constitution do not impose or
remove a restriction on the activities of the Company or affect
the rights attaching to shares, the shareholder minority buy-out
rights under the Companies Act 1993 do not apply.
The Company’s solicitors, Harmos Horton Lusk, have provided
an opinion to NZX that they consider that the Constitution after
the proposed amendments will comply with the Listing Rules.
A mark-up of the Constitution setting out all of the proposed
amendments can be viewed on the Restaurant Brands website
at http://www.restaurantbrands.co.nz/corporate-info/annual-
shareholders-meeting/ and is also available at the registered
office of the Company at Level 3, Building 7, Central Park, 666
Great South Road, Penrose, Auckland.

José Parés is the Chairman and Chief
Executive Officer of Global Valar S.L.,
the Chief Executive Officer of its parent,
Finaccess Capital S.A. de C.V. and is also
the Chairman of the Board and a Proprietary
Director of AmRest Holdings SE.
Previously, José worked for 19 years
at Grupo Modelo (Mexico), in various
positions, including as the Vice President
of Marketing and Sales International
where he oversaw growth of Grupo
Modelo’s annual revenues from USD
1 billion to USD 3 billion. He also served
as a Director of the Board of Crown
Imports, Chicago, the Vice Chairman
of the Board of MMI, Toronto, Canada,
Director of the Board of DIFA, Mexico
and as a member of the Beer Chamber
of Mexico.
José graduated from Universidad
Panamericana, Mexico (Business and
Finance) and completed his MBA at
ITAM, Mexico as well as the Business D-1
Program at IPADE, Mexico and Executive
Programme at Wharton, San Francisco.
José was appointed as a director of
Restaurant Brands on 1 April 2019 and
is a member of the Audit & Risk, Health &
Safety and Remuneration & Nominations
Committees of the board.
Emilio Fullaondo is a senior executive
with over 23 years of experience in the
beer industry. Emilio worked in a number
of finance roles for Grupo Modelo,
including four years as Chief Financial
Officer. Following the acquisition of
Grupo Modelo by AB InBev in 2013,
Emilio oversaw significant cultural
and organisational changes at
AB InBev (Mexico) as Vice President,
Human Resources (to 2017) and Vice
President, Projects until his resignation
in January 2019.
Emilio graduated from ITAM, Mexico
(Public Accountant) and completed his
MBA at the same institution as well as
the Executive Management (AD) Program
at IPADE, Mexico.
Emilio was appointed as a director of
Restaurant Brands on 1 April 2019 and
is a member of the Audit & Risk, Health &
Safety and Remuneration & Nominations
Committees of the board.
Over the last 30 years, Carlos Fernández
has held management positions in
various business sectors. He was the
CEO (1997-2013) and Chairman of the
Board of Directors (2005-2013) of Grupo
Modelo. From the time he was named
CEO, up to 2013, this group consolidated
its position as the leading brewing
company in Mexico, the seventh biggest
worldwide and the world’s biggest beer
exporter.
He has also served on the boards of
national and international companies,
including Anheuser Busch (US), Emerson
Electric Co. (US), Seeger Industrial (Spain),
Grupo Televisa (Mexico), Crown Imports
Ltd. (US), Inbursa (Mexico) and Mexican
Stock Exchange (Bolsa Mexicana de
Valores). He has served on the advisory
board of the Grupo Modelo and has
also been a member of the international
advisory board at Banco Santander,
S.A. and a director of Grupo Financiero
Santander México S.A.B de C.V.
Carlos is currently Chairman of the
Board of Directors of Grupo Finaccess
S.A.P.I. de C.V. – a company of which
he was founder and which controls 75%
of Restaurant Brands ordinary shares and
is also active in Mexico, Europe, Asia and
the US. He is also a Proprietary Director
of AmRest Holdings SE, an independent
director of Banco Santander, S.A. and
a non-executive director of Inmobiliaria
Colonial, S.A.
Carlos is an industrial engineer and has
also studied on senior management
programmes at the IPADE Business
School (Instituto Panamericano de Alta
Dirección de Empresa).
Emilio FullaondoCarlos Fernández
Appendix_
José Parés

Luis Miguel Álvarez is a Board Member,
Audit Committee Member and Investment
Committee Member of Finaccess,
S.A.P.I. de C.V. (since 2013). He is also
the Founder, Chairman of the Board
and CEO of Compitalia, S.A. de C.V.,
a family investment company business
which primarily invests directly in target
companies through equity holdings and
real estate investments, primarily in
sectors such as: clean energy, biofuels,
oils and derivatives, quick service
restaurants, real estate projects and
financial funds.
For over 25 years Luis Miguel occupied
different positions within several Grupo
Modelo entities (including the Vertical
Companies Director of Grupo Modelo,
S.A.B. de C.V., President & General
Manager of Gmodelo Agriculture, LLC.,
Idaho Falls, Idaho, Vice President &
General Manager of Gmodelo Agriculture,
Inc.). During his time at Grupo Modelo,
Luis Miguel held various board positions
within the group, including: Alternate
Board Member and Executive Committee
Member of Grupo Modelo, S.A.B. de C.V.,
Board Member and Executive Committee
Member of InteGrow Malt, LLC., as well as
Board Member of Impulsora Agrícola, S.A.
and International CO2 Extraction, LLC.
Luis Miguel is currently a Proprietary
Director of AmRest Holdings SA and
a board member of other private and
not for profit organisations.
Stephen Ward is a professional director
with diverse corporate governance
experience in New Zealand and Australia
together with extensive expertise as
a corporate and commercial lawyer in
New Zealand. Stephen is a non-executive
director of Sydney Airport Limited and
the chair of its Safety, Security and
Sustainability Committee. Stephen is
the non-executive chair of SecureFuture
Wiri Limited. He is a member of the
National Provident Fund Trust Board.
He holds voluntary positions on the
boards of Wellington Free Ambulance,
and The Life Flight Trust. Stephen is also
the independent chair of the Advisory
Council for the Financial Dispute
Resolution Service.
Stephen was previously an independent
director and member of the Audit & Risk
and Appointments & Remunerations
Committees of Sovereign Assurance
Company Limited. He also served as an
independent director, chair of the Audit
& Risk Committee and chair of the board
at MAp Airports International Limited.
Stephen was a partner of Simpson
Grierson, one of New Zealand’s leading
law firms for over 20 years (including
over 14 years as a member of the firm’s
Board of Management) and continues
to be a consultant to the firm.
Stephen holds a LLB from University
of Canterbury, is a member of the
New Zealand Law Society and is a
Chartered Member of the New Zealand
Institute of Directors.
Lyn Lim is on the boards of Auckland
University of Technology (AUT),
Auckland Regional Amenities Funding
Board and General Capital Limited.
She is also a trustee of the Asia
New Zealand Foundation.
Lyn has also served on the boards of the
New Zealand Shareholders’ Association,
Public Trust, the New Zealand China
Trade Association, the Hong Kong
New Zealand Business Association,
was the Chair of the New Zealand
Chinese Youth Trust and held the
positions of Trustee, Deputy Chair and
Chair of Foundation North (the biggest
and leading philanthropic entity in
New Zealand). She has been a member
of ANZ Private Bank External Advisory
Board and has served as a council
member of the Auckland District Law
Society Inc..
Lyn was a founding partner of Forest
Harrison which she started in 2006
after being a partner of a national legal
firm for eight years. Lyn commenced her
legal career in 1990, after graduating
from the University of Canterbury with
an LLB (Hons). In her legal practice she
specialises in commercial, corporate and
governance issues and dispute resolution.
In 2017, Lyn was appointed as a Member
of the New Zealand Order of Merit for her
services to New Zealand-Asia relations
and governance. Lyn is a Chartered
Member of the New Zealand Institute of
Directors, a member of the New Zealand
Law Society and a member and Vice Chair
of the Women in Business Committee of
the InterPacific Bar Association.
Luis Miguel ÁlvarezStephen Ward
Huei Min (Lyn) Lim MNZM

www.restaurantbrands.co.nz