Restaurant Brands New Zealand Limited logo

Notice of Annual Shareholders’ Meeting 2021

AGM18 April 2021RBDConsumer Discretionary

Restaurant  Brands
New  Zealand Limited

Notice is given that the 24th annual meeting of shareholders of

Restaurant Brands New Zealand Limited will be held via virtual

meeting on Thursday 27 May 2021, commencing at 2.00pm.

Agenda

NOTICE

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010203

040506

Chairman’s addressChief executive’s reviewShareholder questions

Re-election of Director

In accordance with the constitution of the

Company, Maria Elena (Malena) Pato-Castel

was appointed by the Board as an additional

Director with effect from 1 April 2021. In

accordance with the requirements of the

NZX Listing Rules, Malena Pato-Castel

retires from office at this meeting and, being

eligible, offers herself for re-election.

Resolution 1: That Maria Elena (Malena)

Pato-Castel be re-elected as a Director of

the Company.

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 2: That the Board of Directors

be authorised to fix the auditor’s

remuneration for the ensuing year.

General business

To consider any other matter that may

lawfully be considered at the meeting.

By order of the Board

Callum Webb

Company Secretary

31 March 2021

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.

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 2.00pm on Tuesday 25 May 2021.

Each resolution is to be considered as an ordinary resolution.

To be passed, an ordinary resolution requires the approval of a

simple majority of the votes cast on that resolution.

Explanatory Notes:

Virtual Meeting:

In light of continuing disruption to international travel arising from

COVID-19 and the potential for restrictions on large gatherings of

people being implemented at any time, the Company has made

the decision to hold the 2021 Annual Shareholders Meeting as a

virtual meeting. All shareholders will have the opportunity to attend

and participate in the 2021 Annual Meeting online via an internet

connection (using a computer, laptop, tablet or smartphone).

Virtual meetings are accessible on both desktop and mobile

devices. In order to participate remotely:

• Visit web.lumiagm.com on your desktop or mobile device.

Ensure that your browser is compatible – Lumi AGM supports

the latest version of Chrome, Safari, Internet Explorer, Edge

or Firefox.

• If you have any questions, or need assistance with the online

process, please contact Computershare on +64 9 488 8777

between 8.30am and 5.00pm Monday to Friday.

Audio will stream through the selected device, so shareholders

will need to ensure that they have the volume control on their

headphones or device turned up.

Shareholders will be able to view the presentations, vote on the

resolutions to be put to shareholders and ask questions, by using

their own computers or mobile devices. Shareholders will still be

able to appoint a proxy to vote for them as they otherwise would,

by following the instructions on the proxy form and this Notice of

Annual Meeting.

Please note that not all questions may be able to be answered

during the meeting. In this case, answers will be followed-up after

the meeting and made available on the Company’s website.

Details of how to participate ‘virtually’ are provided in the

accompanying Virtual Meeting Guide, with instructions for accessing

the virtual meeting. Shareholders are encouraged to review this

guide prior to the Annual Meeting.

Shareholders will require the meeting ID – which is

370 -907-342 – as well as their CSN/Securityholder Number,

which can be found on their proxy form, for verification purposes.

Shareholder Questions:

While shareholders will be provided with the opportunity to submit

questions online at the meeting, it would be desirable if the Company

was able to receive them in advance.

Shareholders are therefore requested to send any questions they

may have for the Company or its Directors at the virtual Annual

Shareholders’ Meeting to investor@rbd.co.nz

Procedural Notes:

All shareholders may attend and vote online at the Annual Meeting,

or may appoint a proxy to attend and vote in their place.

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. To appoint a proxy or vote online

shareholders will be required to enter their CSN/Securityholder

Number, postcode/country of residence and the secured access

Control Number that appears on the front of their Voting/Proxy Form.

Proxies submitted this way must be received before 2pm on Tuesday

25 May 2021.

RESTAURANTBRANDS.CO.NZ

01

Resolution 1 – Election of Director – Maria Elena (Malena)

Pato-Castel

Malena Pato-Castel was appointed by the Board as a non-executive

Director of the Company in accordance with Clause 20.5 of the

Constitution with effect from 1 April 2021. Listing Rule 2.7.1 requires

that any Director appointed by the Directors of the Company to retire

at the next Annual Meeting of the Company following his or her

appointment, but that Director is eligible for election at that meeting.

Malena has over 33 year of experience in the Fast Moving Consumer

Goods and Retail Hospitality industries in the US and Europe,

including senior regional roles at Unilever and Yum! Brands. Prior to

her retirement from the company in 2020, Malena spent nine years in

various roles at AmRest Holdings SE (six of which as a member of the

AmRest Exec Committee). Her appointments included President for

AmRest Spain and, most recently Chief Proprietary Brands Officer

with responsibilities extending across markets in Spain, China,

France, Portugal and Germany.

Malena served on the board of various Yum! Brands subsidiaries

that operated Pizza Hut and KFC stores in Spain and has extensive

experience as an owner/operator of KFC branded restaurants in

Europe as a co-founder and managing director of a restaurant

operating company that grew from 14 to more than 130 restaurants

prior to being acquired by AmRest.

Malena holds a Business Administration and Management (ADE)

degree from the ICADE School of Business and Economics.

The Board considers Malena Pato-Castel to be an independent

Director for the purposes of Listing Rule 2.6.1.

The other Directors support the re-election of Malena Pato-Castel

as a Director, and recommend that shareholders vote to approve

Resolution 1.

02

Resolution 2 – 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 2.

---

STEP 1
Open Lumi AGM and enter the

Meeting ID shown in top right

corner

STEP 2

Enter your username and

password (CSN/Holder Number

and postcode)

STEP 3

When the poll is opened,

click and select your

desired voting direction

Virtual meetings are accessible on both desktop and mobile devices. In order to participate remotely you will need to visit

web.lumiagm.com on your desktop or mobile device. You will need to ensure that your browser is compatible — Lumi AGM supports the

latest versions of Chrome, Safari, Internet Explorer, Edge and Firefox.

If you have any questions, or need assistance with the online process, please contact Computershare on +64 9 488 8777 between 8.30am

and 5.00pm Monday to Friday (New Zealand time).

VOTING AT A GLANCE

VIRTUAL MEETING GUIDE

NEW ZEALAND RESIDENTS

Username (CSN or Holder number) and

password (postcode).

APPOINTED PROXIES

A username and password will be

provided prior to the meeting.

If you have not received your username

and password, please contact

Computershare on +64 9 488 8777

between 8.30am—5.00pm Monday to

Friday (New Zealand time).

MEETING ID

3

70-907-342

R

emote entry to the Annual Meeting will open at 1.30pm NZT

on Thursday 27 May 2021, with the meeting commencing at

2.00pm NZT.

OVERSEAS RESIDENTS

Username (CSN or Holder Number);

and Password (three-character ISO3

country code) e.g. AUS is the ISO3 code

for Australia.

You can find a full list at

www.computershare.com/iso3

LOGGING IN

T

o log in, you must have the following information (which can be found on your Shareholder’s Voting and Proxy Form) or you can log in

as a guest if you are not a shareholder in Restaurant Brands New Zealand Limited. Please note, if you have logged in as a guest you

will not be able to ask any questions or vote.

USING LUMI AGM
ACCESSING THE VIRTUAL MEETING

Once you have entered web.lumiagm.

com into your internet browser, you’ll

be prompted to enter the Meeting ID

and accept the terms and conditions.

You will then be required to enter your:

>username (CSN or Holder number);

>password (postcode, or country code

for overseas residents)

NAVIGATING LUMI AGM

When successfully authenticated, the

info screen will display.

You can view meeting information, ask

questions and watch the webcast.

If you would like to watch the webcast,

press the broadcast icon at the

bottom of the screen.

WATCHING THE WEBCAST

To watch the webcast, click the black

broadcast bar on screen and push

the

► button to start the webcast.

The video and/or slides will appear

shortly after (dependent on the speed


of your internet connection).

ASKING QUESTIONS

Any shareholder or appointed proxy/

representative attending the meeting

is eligible to ask questions. If you would

like to ask a question, select

then

type and submit your question. It will be

sent to the board for an answer.

Please note that not all questions may

be able to be answered during the

meeting. In this case, answers will be

followed-up after the meeting and

made available on the Company's

website.

will

VOTING IN LUMI AGM

Once the poll has been opened,

appear on the navigation bar at the

bottom of the screen—from here, the

resolution and voting choices will be


displayed.

To vote, simply select your voting

direction from the options shown on

screen. T

o change your vote, simply

select another direction—you can cancel

your vote by clicking ‘Cancel’.

NAVIGATING LUMI AGM - DESKTOP

When successfully authenticated, the

info screen will display.

You can view meeting information, ask

questions and wat

ch the webcast.

If you would like to watch the webcast,

press the

► button to start the

webcast.

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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