Notice of Annual Shareholders’ Meeting 2022

Restaurant Brands New Zealand Limited
NOTICE OF
ANNUAL MEETING
OF SHAREHOLDERS
Notice is given that the 25th annual meeting of shareholders of
Restaurant Brands New Zealand Limited (the “Company”) will be
held at The Boulevard Room, Sofitel Auckland, 21 Viaduct Harbour
Avenue, Auckland CBD and online at https://meetnow.global/nz on
Thursday 26 May 2022, commencing at 10.00am.
COVID-19 RESTRICTIONS
The Company continues to closely monitor the situation in New Zealand with regard to the COVID-19 pandemic.
In the event that gathering restrictions do not allow for a physical meeting to proceed in Auckland on the date above,
or if the Board otherwise determines a physical meeting is inappropriate in the circumstances, the Company may,
in its sole discretion, elect to hold the Annual Shareholder Meeting as a virtual only meeting. In those circumstances,
the Company will provide shareholders with as much notice as is reasonably practicable by way of an announcement
to the NZX and ASX and on its website.
In order to manage the health & safety risks to staff and other stakeholders associated with holding a physical meeting,
the customary refreshments consisting of products from the Company’s brands will not be provided at this meeting.

ONLINE ATTENDEES:
Shareholders can attend the meeting virtually through the
Computershare Meeting Platform https://meetnow.global/nz.
To access the meeting click ‘Go’ under the Restaurant Brands
NZ meeting and then click ‘JOIN MEETING NOW’. By using
the meeting platform, you will be able to watch the meeting,
vote and ask questions online using your smartphone, tablet
or desktop device. Please refer to the Virtual Meeting Guide
for more information. You will need the latest version of
Chrome, Safari or Edge to access the meeting. Please ensure
your browser is compatible.
SHAREHOLDER QUESTIONS:
While shareholders will be provided with the opportunity to
submit questions during 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 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.
If you do not name a person as your proxy or your named
proxy does not attend the meeting, the Chair will be
appointed your proxy and will vote in accordance with your
express direction, and any undirected votes will (subject to
any restriction(s) set out in the NZX Listing Rules) be voted
in accordance with the Chair’s discretion.
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 10.00am on
Tuesday 24 May 2022.
AGENDA
1. CHAIRMAN’S ADDRESS
2. CHIEF EXECUTIVE’S REVIEW
3. SHAREHOLDER QUESTIONS
4. RE-ELECTION OF DIRECTORS
In accordance with the requirements of the NZX Listing Rules,
José Parés retires from office by rotation and, being eligible,
offers himself for re-election.
Resolution 1: That José Parés be re-elected as a Director
of the Company.
In accordance with the requirements of the NZX Listing Rules,
Emilio Fullaondo retires from office by rotation and, being
eligible, offers himself for re-election.
Resolution 2: That Emilio Fullaondo be re-elected as a
Director of the Company.
In accordance with the requirements of the NZX Listing Rules,
Huei Min (Lyn) Lim retires from office by rotation and, being
eligible, offers herself for re-election.
Resolution 3: That Huei Min (Lyn) Lim be re-elected as a
Director of the Company.
In accordance with the requirements of the NZX Listing Rules,
Stephen Ward retires from office by rotation and, being
eligible, offers himself for re-election.
Resolution 4: That Stephen Ward be re-elected as a
Director of the Company.

In accordance with the requirements of the NZX Listing Rules,
Carlos Fernández retires from office by rotation and, being
eligible, offers himself for re-election.
Resolution 5: That Carlos Fernández be re-elected as a
Director of the Company.
In accordance with the requirements of the NZX Listing Rules,
Luis Miguel Álvarez retires from office by rotation and, being
eligible, offers himself for re-election.
Resolution 6: That Luis Miguel Álvarez be re-elected as a
Director of the Company.
5. 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.
6. GENERAL BUSINESS
To consider any other matter that may lawfully be considered
at the meeting.
By order of the Board
C D Webb
Company Secretary
19 April 2022

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, by email to corporateactions@
computershare.co.nz, fax to 64 9 488 8787 or 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
10.00am on Tuesday 24 May 2022.
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:
1. Resolution 1 – Re-Election of Director – José Pares
José Parés was elected to the Board as a non-executive
Director of the Company at the 2019 Annual Shareholders’
Meeting. He is currently the Chairman of the Board and serves
on the Audit & Risk Committee. Listing Rule 2.7.1 states that
a director may not hold office (without re-election) past the
third annual meeting following the director’s appointment
or three years, whichever is longer.
José is the Chief Executive Officer of Finaccess Capital. He is
also the Chairman of the Board and an Executive Chairman of
AmRest Holdings SE. During his professional career he has
been 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 former member of the Beer
Chamber of Mexico.
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.
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.
The Board considers José Parés to not be an independent
Director for the purposes of Listing Rule 2.6.1.
2. Resolution 2 – Re-Election of Director – Emilio Fullaondo
Emilio Fullaondo was elected to the Board as a non-executive
Director of the Company at the 2019 Annual Shareholders’
Meeting and is currently the Chair of the Audit & Risk
Committee and also serves on the Health & Safety Committee
and Remuneration & Nominations Committee. Listing Rule
2.7.1 states that a director may not hold office (without
re-election) past the third annual meeting following the
director’s appointment or three years, whichever is longer.
Emilio 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 is currently a director and Chairman of the Audit and
Control Committee of AmRest Holdings SE.
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.
The Board considers Emilio Fullaondo to be an independent
Director for the purposes of Listing Rule 2.6.1.
3. Resolution 3 – Re-Election of Director – Hui Min (Lyn) Lim
Lyn Lim was elected to the Board as a non-executive Director
of the Company at the 2019 Annual Shareholders’ Meeting
and is currently the Chair of the Health & Safety Committee
and also serves on the Audit & Risk Committee and
Remuneration & Nominations Committee. Listing Rule 2.7.1
states that a director may not hold office (without re-election)
past the third annual meeting following the director’s
appointment or three years, whichever is longer.
Lyn Lim has diverse board and committee Chair experience
and is culturally competent. She is experienced in investment
structures, risk management, HR, health & safety, AML,
dispute management and compliance.
She is on the Boards of General Capital Limited and Auckland
Regional Amenities Funding Board. She is also a trustee
of the Asia New Zealand Foundation and Chair of the
Middlemore Foundation.
Lyn has served on the Boards of the AUT, New Zealand
Shareholders’ Association, Public Trust (and chaired the
Human Resources and Remuneration Committee), the
New Zealand China Trade Association, the Hong Kong
and 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 holds an LLB (Hons) from the University of Canterbury
and has 30 years of legal practice specialising 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 Inter-Pacific Bar Association.
The Board considers Lyn Lim to be an independent Director
for the purposes of Listing Rule 2.6.1.

4. Resolution 4 – Re-Election of Director – Stephen Ward
Stephen Ward was elected to the Board as a non-executive
Director of the Company at the 2019 Annual Shareholders’
Meeting and is currently the Chair of the Remuneration &
Nominations Committee and serves on the Audit & Risk
Committee and Health & Safety Committee. Listing Rule 2.7.1
states that a director may not hold office (without re-election)
past the third annual meeting following the director’s
appointment or three years, whichever is longer.
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 the
non-executive Chair of Secure Future Wiri Limited and the
Deputy Chair of the National Provident Fund Trust Board and
Chair of its Audit & Risk Committee.
Stephen is also a non-executive Director of TCF Commercial
Finance New Zealand Limited and Renaissance Holdings
(NZ) Limited. Stephen is the Independent Chair of the
Advisory Council for the Financial Dispute Resolution Service.
He holds voluntary positions on the Boards of Wellington Free
Ambulance and The Life Flight Trust. Stephen was previously
a non-executive Director of Sydney Airport Limited and the
Chair of its Safety, Security and Sustainability Committee.
Stephen holds an LLB from the University of Canterbury, is a
member of the New Zealand Law Society and is a Chartered
Member of the New Zealand Institute of directors.
The Board considers Stephen Ward to be an independent
Director for the purposes of Listing Rule 2.6.1.
5. Resolution 5 – Re-Election of Director – Carlos Fernández
Carlos Fernández was elected to the Board as a non-executive
Director of the Company at the 2019 Annual Shareholders’
Meeting. Listing Rule 2.7.1 states that a director may not hold
office (without re-election) past the third annual meeting
following the director’s appointment or three years, whichever
is longer.
Over the last 30 years, Carlos Fernández has held 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 Banco Santander, SA (Spain), 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 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 Mexico 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, 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 Direccion de Empresa).
The Board considers Carlos Fernández to not be an
independent Director for the purposes of Listing Rule 2.6.1.
6. Resolution 6 – Re-Election of Director –
Luis Miguel Álvarez
Luis Miguel Álvarez was elected to the Board as a
non-executive Director of the Company at the 2019 Annual
Shareholders’ Meeting and currently serves on the
Remuneration & Nominations Committee. Listing Rule 2.7.1
states that a director may not hold office (without re-election)
past the third annual meeting following the director’s
appointment or three years, whichever is longer.
Luis Miguel 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 & 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: consumer goods, 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 Agricola, S.A. and
International CO2 Extraction LLC.
Luis Miguel is currently a Proprietary Director of AmRest
Holdings SA and a member of the Appointments &
Remuneration Committee. He also serves as a board
member of other private and not for profit organisations.
He is an industrial engineer with studies on senior
management programmes at the IPADE Business School
(Instituto Panamericano de Alta Dirección de Empresa).
The Board considers Luis Miguel Álvarez to not be an
independent Director for the purposes of Listing Rule 2.6.1.
Directors support the re-election of José Parés,
Emilio Fullaondo, Huei Min (Lyn) Lim, Stephen Ward,
Carlos Fernández and Luis Miguel Álvarez as directors,
and recommend that shareholders vote to approve
Resolutions 1 to 6.
7. 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.
RESTAURANTBRANDS.CO.NZ

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Your secure access information
Control Number: CSN/Securityholder Number:
PLEASE NOTE: You will need your CSN/Securityholder Number and post code to securely access InvestorVote and then
follow the prompts to appoint your proxy or exercise your vote online.
Go online to appoint your proxy or turn over to complete the form
Proxy/Voting Form
Directing your Proxy to Vote on Items of Business
All your securities will be voted in accordance with your directions.
Appointment of Proxy
As a shareholder you may attend the meeting in person or virtually and vote,
or you may appoint a proxy to attend the meeting and vote in your place. The
Chairman of the meeting, or any other director, is willing to act as proxy for any
shareholder who wishes to appoint him or her for that purpose. To do this, enter
‘the Chairman’ or the name of your proxy in the space allocated in ‘Step 1’of this
form. A proxy need not be a shareholder of the Company.
Voting directions
Direct your proxy how to vote by marking one of the boxes opposite the item of
business. If you return this Proxy Form without directing the proxy how to vote
on any particular matter, the proxy will vote as he or she thinks fit. If a vote is
required on any matter at the meeting in addition to the matters on the agenda,
the proxy may vote or abstain from voting on that matter as he or she thinks fit.
If you do not name a person as your proxy or your named proxy does not attend
the meeting, the Chair will be appointed your proxy and will vote in accordance
with your express direction, and any undirected votes will (subject to any
restriction(s) set out in the NZX Listing Rules) be voted in accordance with the
Chair’s discretion.
Attending the Meeting
If you are attending the meeting in person please bring this form to assist with
registration. If a representative of a corporate shareholder or proxy is to attend
the meeting you will need to provide the appropriate notice of appointment to
Computershare no later than 10.00am on Tuesday, 24 May 2022.
The Virtual meeting will be accessible on both desktop and mobile devices.
Please refer to the Virtual Meeting Guide 2022 that accompanies this Proxy/
Voting Form.
Signing Instructions for Postal Forms
Individual
Where the holding is in one name, the shareholder must sign.
Joint Holding
If you are joint holders of shares, each of you must sign this Proxy Form.
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the
power of attorney (unless already deposited with the Company) and a signed
certificate of non-revocation of the power of attorney must be produced to the
Company with this Proxy Form.
Companies
If you are a company, this Proxy Form must be signed on behalf of the company
by a person acting under the company’s express or implied authority.
Comments & Questions
If you have any comments or questions for the company, please submit them
via email to investor@rbd.co.nz or write them on a separate sheet of paper and
return with this form.
Lodge your proxy form
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
By Fax
+64 9 488 8787
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
Lodge your proxy online, 24 hours a day, 7 days a week:
www.investorvote.co.nz
Scan the QR code to vote now.
Smartphone?
For appointment of your proxy to be effective it must be received by 10.00am on Tuesday, 24 May 2022.
RESTAURANT BRANDS NEW ZEALAND LIMITED
COVID-19 RESTRICTIONS
The Company continues to closely monitor the situation in New Zealand with regard to the COVID-19 pandemic. In the event that gathering
restrictions do not allow for a physical meeting to proceed in Auckland on the date above, or if the board otherwise determines a physical
meeting is inappropriate in the circumstances, the Company may, in its sole discretion, elect to hold the Annual Shareholder Meeting as a
virtual only meeting. In those circumstances, the Company will provide shareholders with as much notice as is reasonably practicable by way
of an announcement to the NZX and ASX and on its website.
In order to manage the health & safety risks to staff and other stakeholders associated with holding a physical meeting, the customary
refreshments consisting of products from the Company’s brands will not be provided at this meeting.

ATTENDANCE SLIP
Annual Meeting of shareholders of Restaurant Brands New Zealand Limited
to be held held at The Boulevard Room, Sofitel Auckland, 21 Viaduct Harbour
Avenue, Auckland CBD and online at https://meetnow.global/nz on
Thursday 26 May 2022, commencing at 10.00am.
Proxy/Corporate Representative Form
Appoint a Proxy to Vote on Your Behalf
STEP 1
hereby appointof
or failing him/herof
as my/our proxy to exercise my/our vote at the Annual Meeting of shareholders of Restaurant Brands New Zealand Limited to be held held at The Boulevard Room,
Sofitel Auckland, 21 Viaduct Harbour Avenue, Auckland CBD and online at https://meetnow.global/nz on Thursday 26 May 2022, commencing at 10.00am and at
any adjournment of that meeting.
I/We being a shareholder/shareholders of Restaurant Brands New Zealand Limited
Want to receive your communications quickly? Elect electronic communications by providing your email address below
Email Address
(By providing an email address above it is acknowledged that all communications for my portfolio will be received electronically where offered)
Items of Business - Voting Instructions/Voting
STEP 2
Please note: Unless otherwise instructed, the proxy will vote as he/she thinks fit. If the shares are held jointly, the voting instructions given in this
section are given on behalf of each joint holder.
Signature of Securityholder(s) This section must be completed.
SIGN
or Sole Director and Sole Company Secretary
Securityholder 1Securityholder 2Securityholder 3
Contact Name Contact Daytime Telephone Date
Resolutions
Resolution 1.
That José Parés be re-elected as a director of the Company.
Resolution 2.
That Emilio Fullaondo be re-elected as a director of the Company.
Resolution 3.
That Huei Min (Lyn) Lim be re-elected as a director of the Company.
Resolution 4.
That Stephen Ward be re-elected as a director of the Company.
Resolution 5.
That Carlos Fernández be re-elected as a director of the Company.
Resolution 6.
That Luis Miguel Álvarez be re-elected as a director of the Company.
Resolution 7.
That the Board of Directors be authorised to fix the auditor’s remuneration for the ensuing year.
For
Against
Abstain
Proxy
Discretion
or Director or Director/Company Secretary

@
Elect Electronic Communications
If your proxy is not the Chairman of the Meeting or any other director of the Company, please ensure that you provide their contact details (phone
and email address). If this information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
Proxy contact Details (Phone): and (Email):
RESTAURANT BRANDS NEW ZEALAND LIMITED

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Attending the meeting online
Our online meeting provides you the opportunity to
participate online using your smartphone, tablet or computer.
If you choose to attend online you will be able to view a live
webcast of the meeting, ask questions and submit your
votes in real time.
You
will need the latest version of Chrome, Safari or
Edge. Please ensure your browser is compatible.
HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS
Visit https://meetnow.global/nz
When successfully authenticated, the home screen
will be displayed. You can watch the webcast, vote,
ask questions, and view meeting materials in the
documents folder. The image highlighted blue
indicates the page you have active.
The webcast will appear and begin automatically
once the meeting has started.
Voting
Resolutions will be put forward once voting is
declared open by the Chair. Once the voting has
opened, the resolution and voting options will appear.
To vote, simply select your voting direction from the
options shown on screen. You can vote for all
resolutions at once or by each resolution.
Your vote has been cast when the green tick appears.
To change your vote, select ‘Change Your Vote’.
Q&A
Any eligible shareholder/proxy attending the meeting
r
emotely is eligible to ask a question.
S
elect the Q&A tab and type your question into the
box at the bottom of the screen and press 'Send'.
Navigation
Access
Access the online meeting at
https://meetnow.global/nz, and select the required
meeting. Click 'JOIN MEETING NOW'.
If you are a shareholder:
Select 'Shareholder' on the login screen and enter
your CSN/Holder Number and Post Code. If you are
outside New Zealand, simply select your country
from the drop down box instead of the post code.
Accept the Terms and Conditions and click Continue.
If you are a guest:
Select Guest on the login screen. As a guest, you will
be prompted to complete all the relevant fields
including title, first name, last name and email
address.
Please note, guests will not be able to ask questions
or vote at the meeting.
If you are a proxy holder:
You will receive an email invitation the day before the
meeting to access the online meeting. Click on the
link in the invitation to access the meeting.
Contact
If you have any issues accessing the website please
c
all +64 9 488 8700.