Notice of Annual Shareholders’ Meeting 2021
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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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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