BFG – Notice of Annual Meeting – 31 August 2022

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Burger Fuel Group Limited
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For your proxy to be effective it must be received by 11.00am Monday 29 August 2022.
How to Vote on Items of Business
All your securities will be voted in accordance with your directions.
Appointment of Proxy
If you do not plan to attend the meeting, you may appoint a proxy. The proxy
need not be a shareholder of the Company. 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 of the
Meeting’ or the name of your proxy in the space allocated in ‘Step 1’of this
form. If you do not name a person as your proxy or your named proxy does not
attend the meeting, the Chair will act as your proxy and will vote in accordance
with your express direction, and any undirected proxies will be voted in
accordance with the Chair’s direction. Alternatively you can appoint a proxy
online at www.investorvote.co.nz.
Voting of your holding
Direct your proxy how to vote by marking one of the boxes opposite each item
of business. If you return this form without directing the proxy how to vote on a
particular matter, the proxy will vote in favour of the relevant resolution, other
than when he or she is prohibited from voting on that resolution. If you mark
more than one box on an item your vote will be invalid on that item.
Attending the Meeting
All shareholders will have the option to attend, vote and participate in the
Annual Shareholder Meeting online via an internet connection using a laptop,
tablet or smartphone. For further details see the Notice of Meeting that
accompanies this form.
Use this form to assist your online registration. Any corporation that is a
shareholder of the Company may appoint a person as its representative to
attend the meeting and vote on its behalf, in the same manner as that in
which it could appoint a proxy.

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or Sole Director/Directoror Director (if more than one)
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Contact Name Contact Daytime Telephone Date
Ordinary Business
Resolution 1
To consider the re-election of Peter Brook as a Director of the Company, who retires by rotation in
accordance with section 9.4 of the Company’s constitution and, being eligible, offers himself for re-election.
Resolution 2
To consider the election of Tyrone Foley, who was appointed as a Director by the Board during the year, be
elected as a Director of the Company. (See Explanatory Notes).
Resolution 3
To record the automatic re-appointment of Baker Tilly Staples Rodway as the Company’s auditor, pursuant
to Section 207T of the Companies Act 1993 and to authorise the Company’s Board of Directors to fix the
auditor’s remuneration for the ensuing year.
ForAgainst
Abstain
Proxy
Discretion
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the Annual Meeting of Burger Fuel Group
Limited to be held online at https://us06web.zoom.us/webinar/register/WN_oyHu53oTRniiJrU7_QfRBg on Wednesday 31 August 2022 at 11.00am and at any
adjournment of that meeting.
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Notice is given that the Annual Meeting of Shareholders of Burger Fuel Group Limited
(the “Company”) will be held on Wednesday 31 August 2022 commencing at 11.00 am.
The meeting will follow the same format as last year where those shareholders who wish to
attend can only participate online by way of Zoom attendance. This format allows all
shareholders to attend without the need to travel and it also negates any potential issues that
may arise as a result of COVID-19.
VIRTUAL SHAREHOLDER MEETING
To participate in the meeting online please use the following link to join the BFG’s virtual meeting
Zoom platform, please register in advance for this webinar:
https://us06web.zoom.us/webinar/register/WN_oyHu53oTRniiJrU7_QfRBg
You will need to register with a free Zoom account to ensure the meeting runs smoothly and so
you have all the functionality at the meeting. After registering, you will receive a confirmation
email containing information about joining the webinar.
Please note, you will need to provide your CSN number when registering, this is found on your
proxy form and is needed for verification purposes.
Voting online prior to the meeting
Shareholders are encouraged to vote before the meeting in one of the following ways:
1. Online at www.investorvote.co.nz or by scanning the QR code on the Proxy/Voting form;
or
2. Complete the Proxy/Voting Form and send it to Computershare Investor Services Limited,
in accordance with the instructions set out on the form.
BFG offers the facility for shareholders to submit questions to the Board via the online platform
during the meeting. The Chair will answer as many of the questions as possible during the
Meeting. You may also submit a question in advance of the meeting online at
www.investorvote.co.nz

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AGENDA

The business of the meeting will be as follows:

1. Chairman and CEO Presentations

2. Shareholder Discussion and General Business

To consider the resolutions and such other business of the Company as may be
properly brought before the meeting in accordance with the Company’s constitution.

3. Resolutions

To consider, and if thought fit, pass the following Resolutions:

Resolution 1: Re-election of Director

To consider the re-election of Peter Brook as a Director of the Company, who retires
by rotation in accordance with section 9.4 of the Company’s constitution and,
being eligible, offers himself for re-election.

See Explanatory Notes.

Resolution 2: Election of Director

To consider the election of Tyrone Foley, who was appointed as a Director by the
Board during the year, be elected as a Director of the Company.

See Explanatory Notes.

Resolution 3: Auditor’s Remuneration

To record the automatic re-appointment of Baker Tilly Staples Rodway as the
Company’s auditor, pursuant to Section 207T of the Companies Act 1993 and to
authorise the Company’s Board of Directors to fix the auditor’s remuneration for the
ensuing year.


By order of the Board of Directors of the Company


Mark Piet,
Company Secretary / Chief Financial Officer,
Burger Fuel Group Limited
Auckland, New Zealand
27th July 2022

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EXPLANATORY NOTES

Each of the resolutions to be considered, and if thought fit, to pass, at the Annual Meeting are
ordinary resolutions. An ordinary resolution means a resolution that is approved by a simple
majority of the votes of those shareholders entitled to vote and voting on the resolution.

Resolution 1: Re-election of Peter Brook as Director

The Listing Rules provide that a Director must not hold office (without re-election) past the third
Annual Meeting after his or her appointment or re-election, or for three years, whichever is
longer. Accordingly, Peter Brook retires by rotation, and being eligible, has offered himself for
re-election.

Peter is a founding director and chairman of the Company and has 20 years’ experience in the
investment banking industry, retiring in 2000 to pursue his own business and consultancy
activities.

He is at present also a Non-executive Director & Investment Committee Chairman of Generate
Investment Management Ltd and Director of Haft Holdings Limited.

Peter is a member of the Company's Audit Committee.

The Board of Directors (except Peter Brook) unanimously recommends shareholders vote in
favour of the re-election of Peter Brook.

Resolution 2: Election of Tyrone Foley as Director

Tyrone had recently resigned as the BFG Chief Operating Officer to pursue a new career
opportunity and departed the company at the end of September 2021.

Tyrone Foley was elected by the BFG Board of Directors on the 27 October 2021. The Listing Rules
provide that a Director appointed by the Board must not hold office (without re-election) past
the next annual meeting following the Director’s appointment.

Tyrone first started his career at McDonald’s where he worked for 17 years under BurgerFuel’s
current independent director Al Dunn (former Chairman and CEO of McDonald’s NZ).
Tyrone had various leadership roles in operations, franchising and the project management of
the McCafe rollout. His time also included the Field Service Manager role and a critical senior
management position involved in the selection and management of franchisees.

In 2005 Tyrone spent a year with BurgerFuel as General Manager and then moved to BP Oil New
Zealand for 7 years. At BP he was instrumental in managing many transformations to their retail
business; namely BP Connect & Wild Bean Café in leadership roles such as the Business Support
Manager and earlier as the Operations Excellence Manager.

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Tyrone then re-joined BurgerFuel in September 2012 as the Chief Operating Officer and
resigned in September 2021 after 9 years.

Tyrone is currently the CEO of Libelle Group, a commercial catering company that
specialises in serving great food to students throughout New Zealand.

The Board has determined that for the purposes of the NZX Listing Rules, Tyrone will be a
Non-Independent Director of the Company and unanimously supports his election.

Resolution 3: Auditor’s Remuneration

Baker Tilly Staples Rodway is automatically re-appointed as the Company’s auditor under
Section 207T of the Companies Act 1993. This resolution authorises the Board of Directors
to fix the fees and expenses of the auditor for the ensuing year.

PROXIES AND REPRESENTATIVES

All shareholders are entitled to attend the Company’s Annual Meeting.

Any shareholder of the Company entitled to attend and vote at the meeting may appoint
another person as his / her proxy to attend and vote instead of him / her. A proxy need
not be a shareholder and may be appointed online or by completing the form
accompanying this Notice of Meeting.

The proxy must be lodged online at www.investorvote.co.nz or, if you complete the form,
received by the Company’s share registry, Computershare Investor Services Limited at
either Private Bag 92119, Auckland 1142 or at Level 2, 159 Hurstmere Road, Takapuna,
Auckland so as to be received no later than 11.00am on Monday 29
th
August 2022. If you
wish, you may appoint “the Chairman of the Meeting” as your proxy.

Any corporation that is a shareholder of the Company may appoint a person as its
representative to attend the meeting and vote on its behalf, in the same manner as that
in which it could appoint a proxy.

You may either direct your proxy how to vote for you, or you may give your proxy discretion
to vote how he / she sees fit. If you wish to give your proxy discretion you should mark the
appropriate boxes on the proxy form.

Any undirected votes in respect of a resolution, where the Chair or any other Director is
appointed proxy, will be voted in favour of the relevant resolution, other than
when he or she is prohibited from voting on that resolution.

If you do not name a person as your proxy or your named proxy does not attend the
meeting, the Chair will act as your proxy and will vote in accordance with your express
direction, and any undirected proxies will be voted in accordance with the Chair's
discretion.