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Annual Report Provided

Annual Report30 March 2023RBDConsumer Discretionary

ABOUT RESTAURANT BRANDS
Restaurant Brands New Zealand Limited

operates the KFC, Pizza Hut, Taco Bell and

Carl’s Jr. brands in New Zealand, the KFC

and Taco Bell brands in Australia, the KFC

and Taco Bell brands in California, and the

Taco Bell and Pizza Hut brands in Hawaii

and Guam. These brands – four of the

world’s most famous – are distinguished

for their product, look, style, ambience

and service and for the total experience

they deliver to their customers around

the world.

As one door closes on an era so another opens.

Arif Khan, Restaurant Brands’ Acting Group

CEO is full of praise for the achievements of

CEO Russel Creedy and CFO Grant Ellis who

both retire this year. Yet at the same time, he

is quick to assert their legacy is not just about

the past. “Great leadership is great because

of how it sets people and organisations up for

the future. It’s a winning spirit that runs deeply

throughout the company today. It’s a mindset

and can-do attitude amongst all our interna-

tional leaders towards problem solving and

envisioning what’s possible,” says Khan.

For his own part, Khan is extremely enthu-

siastic about the next stage of the company’s

growth and to working closely with the com-

pany’s new incoming Group CFO, Julio Valdés.

“The organisation is vastly different from the

domestic business it used to be, though some

of the challenges are familiar. The GFC and

more recently COVID have, in different ways,

taught the company a lot about itself and its

ability to adapt, pivot and take advantage of

the opportunities that emerge from economic

pressure,” says Khan. “Julio and I have a great

team of leaders working across the business

– people who make us and this company proud

every day. And we have some of the most

amazing, globally recognised power brands.

Combining these two factors sets us up to

unlock more growth opportunities as we lead

the business into the future.”

Read more about Arif Khan’s and Julio

Valdés’ ambitions for Restaurant Brands’

future on page 12

Leadership for

the times —

Fresh opportunities

and familiar challenges

Experienced international leadership team in good place for

post-COVID era says Restaurant Brands new Acting Group CEO.

THE ANNUAL REPORT

31 DECEMBER 2022

STORYPAG E

Leadership for the times1

Highlights2

Financial highlights2

The year at a glance4

Chairman & CEO's report6

Restaurant Brands’ leadership12

Q&A with Arif Khan & Julio Valdés12

Leading is in the Group’s DNA16

Sustainability report24

Caring about people & communities26

Environmental consciousness34

Leading in food quality40

Operations Report44

New Zealand44

Australia46

Hawaii48

California50

Restaurant Brands’ Board of Directors52

Consolidated income statement 54

Non-GAAP financial measures55

Financial statements56

Notes to financial statements64

Auditor's report93

Shareholder information99

Statutory information101

Statement of corporate governance104

Corporate directory112

Financial calendar112

RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022HIGHLIGHTS
Financial highlightsKey pointsOur brands

Year in review

TOTAL SALES

A $170.8 million increase in total sales for the

year to $1,239.0 million, 16.0% up against the

previous year, with all four operating divisions

showing growth.

TOTAL EBITDA

1

Combined store EBITDA (pre-NZ IFRS 16) for

the period was $180.2 million, up 4.3% on the

previous year.

TOTAL STORES

Total store numbers increased by 17 to 376

including the acquisition of two KFC stores,

one in New Zealand and one in California.

All figures in $NZ millions unless stated

52 weeks

25 Feb 2019

44 weeks

31 Dec 2019

52 weeks

31 Dec 2020

52 weeks

31 Dec 2021

52 weeks

31 Dec 2022

FINANCIAL PERFORMANCE

Sales*

New Zealand 419.8 3 6 7. 5 410.4 461.1 529.2

Australia 191.5 169.1 214.9 244.1 283.4

Hawaii 1 8 2 .7 168.9 215.1 206.5 2 47. 5

California - - 51.9 156.5 17 9.0

Total sales 794.0 705.5 892.4 1,068.2 1,239.0

Concept EBITDA before G&A*

New Zealand 76.4 6 7. 9 76.3 83.3 89.5

Australia 29.1 25.2 28.6 31.6 31.2

Hawaii 2 3 .7 22.9 32.633.9 42.3

California - - 8.5 23.8 17. 1

Total EBITDA 129.2 116.0 146.017 2 .7180.2

Operating profit 56.2 64.4 74.8 102.1 8 6 .7

NPAT (reported) 3 5 .7 30.1 30.6 51.9 32.1

FINANCIAL POSITION/CASH FLOW

Share capital 154.6 154.6 154.6 154.6 154.6

To t a l e q u i t y 2 2 4 .7 208.0 229.8 2 8 9 .7 293.2

To t a l a s s e t s 460.3 879.9 1,180.2 1,329.8 1 , 417. 3

Operating cash flows 71.3 8 7. 6 111.2 126.4 121.6

SHARES

Shares on issue (year end)124,758,523124,758,523124,758,523124,758,523124,758,523

Number of shareholders (year end)7, 1 2 76,0265,4285,1805,225

Basic earnings per share

(full year reported)

28.8c24.1c24.6c41.6c25.8c

Ordinary dividend per share0c0c0c32.0c16.0c

OTHER

Number of stores (year end)

New Zealand142148137137143

Australia 6165707983

Hawaii8074727375

California--697075

Total stores283287348359376

Number of employees

New Zealand3,4843,7774,5823 ,74 84,041

Australia3,3603,8874,0554,5264 ,7 1 9

Hawaii2,0071,9352,0551 ,7 6 41,687

California--1,3811,4021,542

Total employees8,8519,59912,07311,44011,989

* Sales and concept EBITDA for each of the concepts may not aggregate to the total due to rounding.

Highlights

DIVIDENDS

Directors have declared a fully imputed final

dividend of 16.0 cents per ordinary share,

payable on 20 April to all shareholders on the

register on 6 April 2023.

NET PROFIT AFTER TAX

Reported net profit after tax of $32.1 million

for the year, which was down $19.8 million

on the last year, due to the ongoing adverse

impact of inflation and the FY21 results re-

cording forgiveness of the $11.4 million US

Government loan.

TOTAL EBITDA ($NZ M)

Feb

19

129.2

Dec

19

116.0

20

146.0

21

17 2 .7

22

180.2

TOTAL SALES ($NZ M)

Feb

19

794.0

Dec

19

705.5

20

892.4

21

1,068.2

22

1.239.0

Feb

19

460.3

Dec

19

879.9

20

1,180.2

21

1,329.8

22

1 , 417. 3

TOTAL ASSETS ($NZ M)

Feb

19

3 5 .7

Dec

19

30.1

20

30.6

21

51.9

22

32.1

NPAT (REPORTED) ($NZ M)

FRANCHISOR: CKE

RESTAURANTS INC.

FRANCHISOR:

YUM! BRANDS INC.

FRANCHISOR:

YUM! BRANDS INC.

FRANCHISOR:

YUM! BRANDS INC.

1

EBITDA is earnings before interest, tax, depreciation and amortisation. It is a non-GAAP financial measure and is not

prepared in accordance with NZ IFRS.

RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022HIGHLIGHTS
Highlights

The year at a glance

GroupDivisions

YEAR ENDED

31 DECEMBER 2022

11,989 EMPLOYEES

488 STORES

376

112

OWNED

FRANCHISED

NEW ZEALAND

4,041

1

255

143

10961315

1124108

EMPLOYEES

STORES

OWNED

SUPPORT

OFFICE

SUPPLY CHAIN

Managed by


New Zealand logistics team

FRANCHISED

AUSTRALIA

1

83

7211

4 ,7 1 9

EMPLOYEES

STORES

ALL OWNED

SUPPORT

OFFICE

SUPPLY CHAIN

Managed by Yum!

10

CALIFORNIA

1

75

65

1,542

EMPLOYEES

STORES

ALL OWNED

SUPPORT

OFFICE

SUPPLY CHAIN

Managed by Yum!

HAWAII (INC. GUAM AND SAIPAN)

1

1

75

1,687

EMPLOYEES

STORES

ALL OWNED

SUPPORT

OFFICE

CALL

CENTRE

SUPPLY CHAIN

Managed by Yum!

36

Inc.

5 in Guam

1 in Saipan

39

Inc.

7 in Guam

5 7. 9

MILLION

HAPPY

CUSTOMERS

$1.2b

SALES

$ 3 2 .1m

N PAT

$180.2m

EBITDA

$1.4b

ASSETS

FINANCIAL RESULTS

RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022CHAIRMAN AND CEO’S REPORT
Overview

After successfully riding out the COVID

challenges during the 2020 and 2021 years,

Restaurant Brands faced an even bigger

challenge in 2022, that of sudden significant

inflation pressures across all operating di-

visions. Food inflation has been particularly

high, being well above the overall consumer

price index (CPI) inflation rates in each of the

company’s markets. Price increases have

been taken to mitigate some of the impact of

rising costs where possible.

The result was once again adversely

affected by COVID, particularly in the first

quarter of the year with disruptions across

all the company’s operations primarily due to

staffing issues caused by isolation require-

ments. Staffing shortages continue to be a

challenge with high levels of vacancies across

all divisions.

In the FY21 year the company saw its

federal PPP loan in Hawaii forgiven, resulting

in an additional $11.4 million in income. This

was a one-off gain which, when normalised,

reduces the FY21 result to $40.5 million.

The resulting FY22 reported NPAT of

$32.1 million is down 38.2% or $19.8 million

on the prior year. Normalised for the gain on

the PPP loan forgiveness the result is down

$8.4 million or 20.7%.

Group operating results

Directors wish to report that during these

high inflationary times Restaurant Brands

has produced a reported net profit after tax

(NPAT) for the year ended 31 December 2022

(FY22) of $32.1 million.

Direct comparisons between the FY21

and FY22 years remain difficult as both years

have been affected by COVID. In addition

this year’s result has been severely impacted

by inflation whilst last year’s result included

the benefit of the $11.4 million US PPP loan

forgiveness.

Total brand sales for the Company were

$1,239.0 million, up $170.8 million on the pre-

vious year. This is due to the reduced sales

levels in 2021 arising from the extended lock

down in New Zealand (with an estimated

$26 million of lost sales) and the inclusion

of 17 new stores opened between December

2021 and December 2022. All four divisions

produced positive total sales growth over

the year. Same store sales were also positive

for all divisions except California which saw

reduced consumer spending in the face of

high inflation levels and the withdrawal of gov-

ernment stimulus payments to households.

Combined store EBITDA (pre-NZ IFRS

16 and Other Items) of $180.2 million was

up $7.5 million or +4.3% on the prior year.

Sales growth was assisted by a significant

turnaround in the New Zealand business

(with store closures significantly impacting

2021 performance) and a strong result in the

Hawaii division. EBITDA margins (as a % of

sales) reduced from 16.2% to 14.5% due to

continued cost pressures across all divisions.

Restaurant Brands’ store numbers at the

end of December 2022 totalled 376, compris-

ing 143 in New Zealand, 83 stores in Australia,

75 in Hawaii and 75 stores in California.

Guiding business success

through global challenges

$32.1 MILLION

NET PROFIT AFTER TAX

$NZm

Dec 2022Dec 2021Change ($)Change (%)

Total sales

1,239.01,068.2+17 0. 8+16.0

Net profit after tax

32.151.9-1 9.8-38.2

Total store numbers increased

by 17 to 376 including the

acquisition of two KFC stores,

one in New Zealand and one

in California.

Chairman and CEO’s report

Russel Creedy

Outgoing Group CEO

José Parés

Chairman

RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022CHAIRMAN AND CEO’S REPORT
Chairman and CEO’s report

New Zealand operations

Total store sales in New Zealand were $529.2

million, up $68.1 million or +14.8% on the

December 2021 year. This was largely from

strong sales in the KFC brand, along with

growing store numbers in the KFC and Taco

Bell networks. The favourable prior year

comparison was also partly because the 2021

result was adversely affected by major COV-

ID-related store closures across the country

(including an extended lockdown in the major

Auckland region which resulted in lost sales

of approximately $26 million).

The New Zealand KFC and Pizza Hut busi-

nesses both delivered some of the strongest

sales in their respective brands’ histories.

With price increases and the continued intro-

duction of great new products including Hot

& Crispy Boneless Chicken (KFC) and Detroit

Pizza (Pizza Hut) weekly sales reached new

highs for both brands.

Carl’s Jr. continues to perform well with

sales up on last year, even with reduced

store numbers.

Although Taco Bell remains a small portion of

the New Zealand business, with three stores

opened during the year, overall sales more

than doubled during 2022. An e-commerce

website has been launched for Taco Bell

which allows customers to order online.

Store EBITDA for NZ operations was $89.5

million, up $6.2 million with some leverage

from the higher sales. This was despite the

underlying EBITDA as a percentage of sales

reducing to 16.9% from 18.1%. Inflation had a

substantial impact on margins with ingredient

and labour input costs rising significantly and

well above the level of CPI.

COVID isolation requirements for staff

and ongoing tightness in the New Zealand

labour market adversely impacted the result,

particularly in the first half of FY22. This con-

sequently restricted the ability to operate full

trading hours across all stores and channels.

However, the situation is slowly being reme-

died with some growth in staff numbers.

Whilst plant and equipment constraints

have slowed development, the NZ division

continued to build and develop new stores

with three KFC outlets opening at Whangarei

South, Richmond and Ruakura. The busi-

ness also acquired the KFC in the Auckland

Airport International Terminal. Three Taco

Bells were opened at Cuba Mall, Wellington,

Botany Downs, Auckland and

Christchurch Airport.

The Pizza Hut store network

has also continued to grow

with nine new independently

franchised stores opening over

the year. This brought the total

number of Pizza Hut stores to

114, of which 108 are operated by

independent franchisees under

a master franchise agreement

with Restaurant Brands.

31 December

2022

31 December

2021

Change ($)Change (%)

Store sales ($NZm)

529.2461.1+68.1+14. 8

EBITDA ($NZm)

89.583.3+6.2+7. 4

EBITDA as a % of sales

16.918.1

Store numbers

143137

31 December

2022

31 December

2021

Change ($)Change (%)

Store sales ($USm)

156.4146.3+10.1+6.9

EBITDA ($USm)

26.824.4+2.4+9.8

EBITDA as a % of sales

17. 116.4

Store numbers

7573

31 December

2022

31 December

2021

Change ($)Change (%)

Store sales ($USm)

113.2110.3+2.9+2.6

EBITDA ($USm)

10.916.8-5.9-35.1

EBITDA as a % of sales

9.615.2

Store numbers

7570

Hawaiian operations

In $NZ terms, Hawaiian operations contrib-

uted $NZ247.5 million in sales and $NZ42.3

million in store EBITDA for the year. This was

significantly higher than FY21 with sales up

$NZ41.0 million and EBITDA up $NZ8.4 mil-

lion, partly helped by a favourable NZD/USD

exchange rate.

Total sales in Hawaii in USD

terms for the period were $US156.4

million, up 5.4%. Store level EBIT-

DA was $US26.8 million (17.1% as

a percentage of sales vs 16.4% in

the prior period). Taco Bell sales

topped $US100 million for the first

time in the division’s history.

The strong sales growth (up

$US10.1 million) was primarily

due to the continued outstanding

recovery by Taco Bell after it was severely

affected by COVID. Same store sales growth

for Hawaii was 2.9% for the year, following on

from an increase of 9.1% in same store sales

growth in FY21.

Taco Bell’s strong performance was un-

derpinned by strong promotional activities

and product innovation. Sales for the Mexican

Pizza were particularly strong, with the initial

promotion selling out of product in less than

a week. A relaunch later in the year proved

equally successful. Delivery aggregators also

continue to grow in volume.

Taco Bell also opened two new restau-

rants at Kilauea (on the island of Hawaii) and

Ho’okele (on Maui).

Although Pizza Hut achieved more mod-

erate growth, innovative product offers such

as Pizza Melts, which targeted lunchtime

diners were very successful. During the year

Californian operations

In $NZ terms California operations contrib-

uted $NZ179.0 million (up $22.5 million) in

revenue. However, store EBITDA was down

$6.7 million to $NZ17.1 million. The reported

revenue increase in $NZ terms is largely due

to a strong $US exchange rate.

Total sales were up $2.9 million to $113.2

million primarily due to store growth from

four new KFC stores opened during the year

and the acquisition of an existing KFC store

in the Palm Valley area. Same store sales

were down 2.9% for the year due to reduced

California consumer spending in the face of

high inflation levels and the withdrawal of

government stimulus payments that were

made to households in 2020 and 2021.

Store EBITDA was $US10.9 million (9.6%

as a percentage of sales). The reduction in %

EBITDA margin was the result of significant

cost pressures which continue to impact the

business into 2023.

There were four new KFC store openings

during the FY22 year with the first three new

stores since acquisition of the California

business in September 2020 opening over

an intensive period of six weeks. KFC San

Bernardino opened in February 2022. KFC

Perris (opened March 2022) and KFC Bar-

stow (opened April 2022) were both new

format ‘American Showman Next Generation’

store formats.

The sales from these stores continue

to track above expectations. A fourth new

store at Ridgecrest opened in August 2022.

Opening day trading in both the Ridgecrest

and Barstow stores were in the top 10 opening

days ever for any US KFC outlet.

Overall, store numbers grew by five with

the four new store openings, and one ac-

quired store. The store, acquired in January

2022, has tracked to expectation and is being

remodelled in early 2023 to improve back of

house operations and present a more con-

temporary customer offering consistent with

our existing stores.

$529.2 MILLION

NEW ZEALAND TOTAL STORE SALES ($NZm)

$156.4 MILLION

HAWAII TOTAL STORE

SALES ($USm)

$113.2 MILLION

CALIFORNIA TOTAL

STORE SALES ($USm)

31 December

2022

31 December

2021

Change ($)Change (%)

Store sales ($Am)

259.0230+29.0+1 2 .6

EBITDA ($Am)

28.629.8-1. 2-4.0

EBITDA as a % of sales

11.013.0

Store numbers

8379

Australian operations

In $NZ terms the Australian business con-

tributed total sales of $NZ283.4 million (up

16.1%) and a store EBITDA of $NZ31.2 million

(down 1.3%).

Total sales in Australia were $A259.0

million, up $A29.0 million (or +12.6%) on last

year, due to same store sales growth of +7.4%

along with additional store openings and

the full annualised effect of stores opened

throughout FY21.

Store EBITDA of $A28.6 million (11.0% of

sales) was down $A1.2 million or -4.0% on

last year. This was because of a number of

challenges during the year, including further

COVID outbreaks, extreme weather events,

major supply chain disruptions, and signif-

icant inflationary pressures. With the lower

EBITDA, the % margin dropped from 13.0%

to 11.0%.

Despite these challenges the business

has continued to grow with four new Taco Bell

stores and one new KFC store opening during

the year and ongoing upgrades to existing fa-

cilities including further investment in digital

technology (kiosks & digital drive thru menu

boards) improving customer experience.

There has also been further expansion of the

delivery channels with the launch of Uber Eats

as a delivery partner.

$259 MILLION

AUSTRALIAN TOTAL

STORE SALES ($Am)

DoorDash also rolled out a delivery service

in the State. This allowed Pizza Hut to still

deliver orders generated from the Pizza Hut

proprietary systems despite facing delivery

driver staffing shortages.

RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022CHAIRMAN AND CEO’S REPORT
Chairman and CEO’s report

Corporate & other

General and administration (G&A) costs were

$61.4 million, up $11.4 million from last year

reflecting the effect of inflation on salary

costs as well as the continued expansion of

the business, particularly the growth of Taco

Bell in New Zealand and Australia. G&A as a

% of total revenue was 4.7% which is up from

4.5% for FY21.

Depreciation charges of $85.2 million for

the year ended 31 December 2022 were $10.1

million higher than the prior year primarily

due to the impact of continued high capital

expenditure on new stores and refurbish-

ments of existing stores. Of the $85.2 million,

$41.3 million related to right of use asset

depreciation incurred under NZ IFRS 16.

Financing costs of $44.5 million were

up $8.2 million on prior year, reflecting the

impact of both increased debt levels and

higher interest rates. Interest on bank debt

for the period ended 31 December 2022 was

$11.1 million, up $4.3 million on last year. The

additional debt arose from continued heavy

reinvestment in property, plant and equip-

ment and the payment of the first dividend

since 2018.

Tax expense was $10.1 million, $3.8 million

lower than the prior year reflecting the lower

level of profitability for the year. The effective

tax rate was 23.9% (21.1% for FY21) due to the

higher level of non-assessable income in

FY21 which included the forgiveness of the

US PPP Loan.

Other items

Other net expenses of $2.9 million are down

from a net income of $7.2 million for the prior

year. The prior year positive income arose

primarily due to the forgiveness of the US PPP

loan of $11.4 million. This year’s expenditure

primarily was a further $4.0 million in systems

development costs (FY21 $4.2 million) which

were incurred as part of a major overhaul

of the company’s financial systems. Other

items in other income and expenses in FY22

were $1.2 million in store closure and asset

impairment costs, insurance recovery on a

flood damaged store under a full replacement

insurance policy and a gain on acquisition

relating to a store in California acquired for a

value lower than its net assets.

Cash flow &

balance sheet

Total assets were $1,417.3 million, up $87.4

million on FY21 primarily because of new

store acquisitions and store builds which in-

creased the value of both property, plant and

equipment as well as lease assets. Equally,

there has been an increase of $84.0 million

in liabilities, primarily reflecting the future

discounted lease liability on leases acquired

and an increase in debt.

Operating cash flows (adjusted by $27.0

million for NZ IFRS 16) were down $7.3 million

to $94.6 million, reflecting the lower margins

from the effects of inflation.

Net investing cash outflows were $91.6

million (vs $109.6 million in FY21). FY21 was

higher than the current year because of the

acquisition of seven stores (for a total of

$28.0 million). Payments for property, plant

and equipment were $90.5 million, compared

with $82.6 million in the prior year. Much of

the expenditure was on new stores with four

new KFC and seven new Taco Bell stores in

New Zealand and Australia (together with

significant KFC refurbishment expenditure

in both those markets). There were also four

new KFC stores opened in California and two

Taco Bell stores opened in Hawaii.

Debt refinancing

Over the year the company renewed its bank

lending facilities with Westpac, JPMorgan,

Rabobank and Bank of China – the majority

of which were due to expire in April 2023.

The refinancing was with bi-lateral com-

mitted bank debt facilities under the existing

global negative pledge arrangement, totalling

approximately $370 million (NZD equivalent).

The facilities are split between NZD, USD and

AUD tranches with a mix of four and five-

year tenors.

The lending facilities are on similar terms

to RBD’s previous banking arrangements and

were activated in December 2022.

Dividend

Directors have assessed at balance date

the current and projected financial position

of the company and in particular its cash

flows, capital expenditure demands and debt

levels. A final dividend has been declared for

16.0 cents per ordinary share, payable on 20

April 2023 to all shareholders on the register

on 6 April 2023. The dividend will be paid

as fully imputed to all New Zealand resident

shareholders. In addition, a supplementary

dividend of 2.8235 cents per share will be

paid to all overseas shareholders at the same

time. There is no dividend reinvestment plan

in place for this dividend.

Sustainability reporting

Restaurant Brands is continuing its journey

into taking more accountability for its envi

-

ronmental, social and governance outcomes.

With the appointment of dedicated ESG

resource at a senior level and a wider accept-

ance of these non-financial performance

measures and associated activities at all

levels in the organisation, we are confident in

institutionalising sustainable outcomes in all

our activities.

Further details on progress in our sustain-

ability journey are elsewhere in this report.

Future strategies

Despite the short-term headwinds faced by

the business over the past twelve months, we

remain focussed on the longer-term growth

strategies that will deliver enhanced share-

holder value.

Much of this growth is built around new

store builds and major refurbishments. All

four markets will see some increase in new

store numbers, but California is seen as our

greatest network growth opportunity with

both new store builds and targeted acquisi

-

tions driving expansion over the coming years.

We also remain focussed on building a

profitable Taco Bell business in Australia and

New Zealand. To that end we are slowing the

pace of our new Taco Bell store builds while

we review menus, cost structures and mar-

ket opportunities to establish a firm base for

future expansion.

We continue to be open to acquiring new

brands, but as already seen with Taco Bell,

this is a long and carefully managed process

and will always take time and patience.

With proven returns from existing brands

in existing markets we will continue to

re-invest in store refurbishments and infill

opportunities to ensure continued same store

sales growth.

Staff appreciation

The past twelve months have provided little

relief to our 11,989 people in terms of con-

tinued COVID-related pressures. Further

periodic COVID outbreaks, together with

continued in-store vacancies has meant often

long working hours for our dedicated staff.

We acknowledge the considerable pres-

sures on them and their families and remain

Russel Creedy

Outgoing Group CEO

Grant Ellis

Outgoing Group CFO

Julio Valdés

Incoming Group CFO

Arif Khan

Acting Group CEO

Despite the short-term headwinds

faced by the business over the

past twelve months, we remain

focussed on the longer-term

growth strategies that will deliver

enhanced shareholder value.

16

CENTS

FINAL

DIVIDEND

DECLARED

Directors & shareholders

We would like to thank our board for their

constant support and involvement over

this past year. Their guidance has been

sincerely appreciated.

And finally we thank our shareholders

for their trust in us as we continue to steer

the company through what have been

trying times.

Annual Shareholders’

Meeting

The Annual Shareholders’ Meeting of the

company will be held in Auckland on Thursday

18 May 2023.

Authorised by:

José Parés

Chairman of the Board

Russel Creedy

Group CEO

grateful for their dedication and “can-do”

approach to keeping the business going and

our stores open over these difficult times.

Change of management

The board acknowledges the retirement

of Russel Creedy as Group CEO and Grant

Ellis as Group CFO in March and May of this

year respectively. Russel (with 22 years of

service) and Grant (with 26 years) have been

instrumental in growing Restaurant Brands to

a billion-dollar company, operating in a truly

international environment.

Arif Khan has been appointed Acting

Group CEO and Julio Valdés will be taking over

as Group CFO. Both are well experienced in

their particular fields. Further details about

the new senior management team are else

-

where in this annual report.

RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022RESTAURANT BRANDS’ LEADERSHIP
Restaurant Brands’ leadership

Leadership on knowledge,

experience & the future

Arif, you joined RBD in 2018 as

CEO for New Zealand, but this

wasn’t your first time joining the

company was it?

Arif: Absolutely not. I first joined the company

back in the Nineties while studying. I was a

restaurant team member working in KFC and

also spent time delivering pizzas for Pizza Hut.

I have been working with these brands based

in the Middle East – working with Yum! – and

Asia including a coffee chain (in Australia),

and latterly in SE Asia I was with Jardines

Group before returning to New Zealand as

CEO of RBD New Zealand.

Did you find a very different

company compared to the

one you left?

Arif: Hugely. Everything was done on paper

back then; there was no internet, so orders

were taken on paper pads. Pizza Hut was

served all you can eat pizzas and pastas and

desserts at $9.90 and KFC had a simple menu

with single lane small Drive-thru format stores.

Whereas now the pace of change is very

rapid with a big focus on digital technologies

so customers can engage with our brands

and enter our brands via multiple channels,

making it easy and convenient to consumers!

And there’s also been significant international

growth, with acquisitions in Australia, Hawaii,

and more recently California making us one of

Yum!’s larger franchises.

Julio: Well I wouldn’t exactly say I have a fa-

vourite as I love all of them. But yeah, there’s

a new Mexican in town and he’s definitely a

supporter of Taco Bell.

You both have broad experience

of international markets which

is a clearly an advantage for

RBD going forward. What are

some of the key differences and

implications between one QSR

market and another?

Arif: I’ve worked in mostly emerging markets

where our consumers were much younger,

living in multi-generational families than in

mature markets like here and Australia. Take

Vietnam, where they’re a lot younger gener-

ally, extremely enthusiastic for our food yet

with less in their pocket to spend. Developing

brand love and repeat purchase with distinc-

tive value offers was a very different challenge

in those economies – keeping the brand

younger and more everyday so to speak!

Though having said that, there are paral-

lels right now, specifically in this post-COVID

inflationary environment with the pressure on

restricted consumer spending. We’ll be look-

ing more towards lower capital expenditure

models for our store builds across the year in

future. This means we’ll be effectively value

engineering the success of each store from

the start. It makes a big difference if we are to

build 10-20 stores going forwards.

Julio, the experience you bring

is not purely from QSR. You

spent the best part of 30 years

with PwC with responsibliity for

multinational/multi-geography

companies like RBD. How is your

broader industry experience

going to be an advantage in this

QSR leadership role?

Julio: Throughout my career I’ve learned that

the core of all businesses across different

cultures from professional services, to man

-

ufacturing, to retail, consumer and QSR are

not that different. They all focus on offering

value to customers requiring an in-depth

understanding of their different needs and

expectations, on attracting, retaining and de-

veloping talent, as well as responding to their

key communities like investors, for example.

It adds up to a breadth and depth of insight

and experience that I’m confident will bring a

lot to the company.

Arif: We’ll definitely get you into the stores for

some experience of washing up and making

some tacos and pizzas!

Julio: Yes, I’m looking forward to it! I actually

already have a training schedule mapped out

for me that involves a bit of that. Can’t promise

I’ll naturally be a good cook, but I’ll do my best

for sure.

The Annual Report team caught up with the company’s new

leadership, Arif Khan and Julio Valdés, Acting Group CEO

and incoming Group CFO respectively, to get to know them

a little better and to learn more about how they see the

Group growing in the future.

Presumably, Julio, being a

numbers man, it’s the kind of

growth trajectory that attracted

Grupo Finaccess to acquiring a

majority stake in 2019. What was

your involvement in that?

Julio: Yes I am into the numbers, thanks for the

compliment. I was part of the Finaccess ac-

quisition team that first visited New Zealand

to get to grips with all of the fun reporting

stuff – like the infamous IFRS 16 accounting

protocols. But as enthusiastic as we were

about the history of growth and solid fi

-

nancial performance, we were very excited

about the culture of the place and the work

ethic. Getting out to visit the stores here, in

Hawaii and California was a real highlight for

me personally – seeing the operation and

enthusiasm behind every piece of chicken,

pizza, taco and burger made me fall in love

with this organisation and its brands.

Arif: I hear you fell in love with one of our tacos,

and it’s now your favourite daily staple, is that

right, Julio?

Q&A

With Arif Khan

and Julio Valdés

Julio Valdés

– Incoming Group CFO

Julio Valdés, who has more than 30 years’ experience in accounting, auditing, mergers,

divestitures, and taxes, has provided a diversity of services primarily to companies in the

consumer products, power & utilities, and manufacturing sectors advising both Mexican

and international companies and supporting their comprehensive development. He has

also participated in projects for multinational public companies with diverse statutory

reporting requirements.

Julio Valdés currently serves as CFO for Grupo Finaccess, a post to which he was

appointed in September 2020. Previously, he served as Director of New Business Inte-

gration. Julio also participated in the process through which Grupo Finaccess acquired

a majority stake in RBD.

Prior to joining Grupo Finaccess, Julio worked for more than 29 years at PwC, where

he held several positions including Market Team Leader for the largest audit team in

Mexico, overseeing 18 Audit Partners and a staff of over 300 people. He also served as

either Leading Partner or Manager advising several of the most relevant companies in

Mexico and participated in PwC’s Global Leadership Programs.

Arif Khan – Acting Group CEO

Arif Khan’s extensive career spans more than 25 years in the hospitality and Quick

Service Restaurant (QSR) sectors across both Franchisor and Master Franchisee net-

works. His global experience covers New Zealand, Australia, the Middle East, Southeast

Asia, Pakistan, Turkey, and North Africa. He has a proven track record leading growth

and innovation in large businesses.

Having spent several years at RBD earlier in his career, Arif returned to the company

in 2018 as CEO to lead the New Zealand operations. Under his leadership the New

Zealand operations have continued to grow rapidly, including the launch of Taco Bell

into New Zealand in 2019 and the turnaround of Pizza Hut and Carl’s Jr. brands in New

Zealand. RBD currently has over 250 locations across New Zealand and employs over

4,000 people in that market.

Arif is a strategic and commercially-focused people leader. He has a long history

in both high level national and international managerial positions. He has a strong

business acumen and successfully steered the New Zealand business through the

COVID pandemic.

“Seeing the operation and

enthusiasm behind every piece

of chicken, pizza, taco and burger

made me fall in love with this

organisation and its brands.”

RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022RESTAURANT BRANDS’ LEADERSHIP
Restaurant Brands’ leadership

Where do you see the

future growth opportunities

coming from?

Arif: Across the regions throughout our

business we have the most amazing, globally

recognised powerhouse brands and I really

believe there’s a lot more we could do with

them. There’s a lot of opportunity in California

– it’s a white space for us.

We have a great KFC brand in Australia

and it’s encouraging to see that our business

in Australia is starting to bounce back this

year post-COVID. Taco Bell. That’s our new

brand which we started in 2019 just before

the pandemic negatively impacted growth

ambitions. But in both Australia and New

Zealand, we’re very confident about it and

we’re restarting Taco Bell as a growth engine

with a cohesive reset and structure so we can

live and breathe the brand with the right team

and leadership.

Technology is also a means to unlock new

growth within each of our brands in their ge-

ographies. like online ordering and enhanced

e-commerce platforms for all our brands,

which are also supported by RBD NZ’s owned

last mile delivery systems.

Julio: Just as Arif said, there’s a lot more we

can be doing with our existing brands and

technology will play a big part. And we are

closely looking at the opportunities ranging

from new store openings and acquisitions.

But all future growth is a due diligence pro-

cess, and we’re always aiming to make our

investments when we believe we are going to

get them right – at the right time and at the

right location!

What do you consider the

biggest challenges facing

the company in this post-

COVID world?

Arif: Well COVID brought unprecedented

challenges as well as opportunities in how

our teams pivoted and embedded digital

eco-systems to reopen the business and de-

liver our delicious products to our customers.

But going forward post-COVID the challenges

stem from inflation and staff shortages. Sup-

ply chain issues are beginning to stabilise,

however the inflationary pressures remain

around certain input and labour costs, costs

of construction, and also challenges around

site availability and having the staff to fully

operate new units.

Julio: The challenges are plenty right now, but

I am confident this business can deal to them

well. The foundations are solid and have proven

themselves to be resilient through the pan-

demic, as long as we stay focused, diligent and

execute as planned and adapt when we have to.

Arif: Yes adapting, especially to shifts in

consumer behaviour in how they purchase

and engage with our brands. There is a shift

in channel mix as we are starting to see

customers coming back into restaurants,

dining in and picking up orders. The delivery

channels are smoothing out but we need to

Russel and Grant had a

management approach and

style of their own – are you going

to be different?

Arif: Russel and Grant have done an awesome

job in this organisation for more than 20 years.

And I believe the longest serving CEO and

CFO combo in a New Zealand public company.

Both great leaders – commercially-minded

and never miss a beat in how they’ve grown

the business and its people.

I believe great leaders leave a great legacy.

I’ve learned much from Russel over the years

and that will count for a lot in how Julio and

I take the business forward into the future.

But be sure my style will be very different

from Russel’s. I’m just as committed to great

ideas, our growth strategies and growing all

our brands across all the geographies we

operate in. But I am also going to be very

close to the field, being visible and available

on the front line, understanding challenges

and ensuring we deliver to our people and

customer promises!

Julio: I’m liking your style, Arif. For my part I

can say that I’ve been working very closely

with Grant learning a lot from his experience

so am confident of a smooth transition. Yes

I guess I will be different, of course. Up front

I can tell you I am very people and results

oriented driven by the importance of being

prepared, understanding our people, our

customers and our business. Overall I con

-

sider myself an easy person to work with.

Grant has set the bar very high and in that

respect we’re similar. Delivering to the high

expectations of our different audiences – our

shareholders, our customers, our communi-

ties and above all our people – will always be

fundamentally important to me just as it has

always been to Grant.

remain tuned to the inflationary pressures

facing our customers. These brands are built

on having great food, convenient and acces-

sible locations, and everyday great value. We

must remain focussed on this, and be more

adaptive and agile as we grow these brands.

So what’s going to be key in

meeting these challenges?

Arif: Motivated and engaged teams! Our

RGMs (Restaurant General Managers) are

pivotal to our success and so there’s plenty

to do right now around our people strategies

and leadership initiatives. Specifically, having

RGM’s who are highly visible, motivated and

engaged in their businesses. It’s critical they

get the right support from the Customer Ser-

vice Centre here, from the leadership team,

and we equip them with what they need. Get

that right and we see the translation into sales

and profitability from those stores.

Where will you be based for this

role; where is home going to be?

Julio: I start on 1st June and I will be living in

New Zealand. Looking forward to being a

Kiwi! But not only a Kiwi, also an Australian,

Hawaiian and if possible a surfer in California!

We want to be close to our regions and bring

them closer than ever so we achieve not just

regional success, but Group success.

Arif: Well New Zealand is home for us. We’ve

lived in different parts of the country and in-

deed in different countries over the past 20

years. So yeah very much based here.

There’ll be a fair amount of travel

involved. How do you and your

families feel about that?

Julio: Family is always a major consideration

in our organisation with any decision that

might impact them and I am happy to say

that I totally and absolutely appreciate their

support for this opportunity. In fact they’re

really excited and looking forward to moving

to New Zealand for what is going to be an

amazing experience.

Arif: We’ve moved around a fair bit during my

career – Australia, Middle East, Asia – and

there was a lot of travel involved too so in a

way we’re all used to it. We understand the

nature of the job and what comes with it.

Besides I expect just quietly that they’ll quite

like me out of the home for a few days every

now and then.

Julio: Yeah, probably the same for me too.

Just wrapping up, what are you

both looking forward to the most

in your new roles?

Julio: As I said the bar is set high, but I’m look-

ing forward to working with you, Arif, to take

the company on to the next level. Our success

will be driven by making the organisation

a great place to work, a great place for our

customers and a great place for our investors.

Arif: And I am especially looking forward to

working with you too, Julio, my new partner.

It will be great to work with Finaccess and

to align our growth strategies. But I’m also

looking forward to growing our brands and

working with the special people in this organ-

isation who have delivered some awesome

results and done awesome things for us. I’m

looking forward to to helping them to grow as

well as the business.

“These brands

are built on

having great

food, convenient

and accessible

locations, and

everyday great

value. We

must remain

focussed on this,

and be more

adaptive and

agile as we grow

these brands.”

“I’ve been working very closely

with Grant learning a lot from his

experience so am confident of a

smooth transition.”

WAT C H T H E

INTERVIEW

Scan the QR code or visit

restaurantbrands.co.nz/about-us/

future-at-restaurant-brands/

RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022RESTAURANT BRANDS’ LEADERSHIP
Leading is in the

Group’s DNA

The Annual Report team spoke with a range of

people from across the business represent-

ing the leadership and middle management

of different functions and geographies.

It is clear from speaking with everybody

that leadership in the company is not an

embodiment of one or two people, but rather

a very healthy and robust state of mind, an

attitude, that runs freely throughout the

organisation. Leadership is at the core of

Restaurant Brands’ DNA.

Here we examine some of those functions

and get to meet the people who drive and lead

them every day.

Property –

Experience by design

Gino Gigliotti (Australia) and Andrew

Buckthought (New Zealand) share similar

pressures when it comes to finding and de

-

veloping sites for new stores.

“Land prices are climbing and competition

is intensifying in highly populated areas like

Sydney,” says Gino. “It’s difficult to get good

sites. Add to that the shifts in considerations

we need to design into our stores these days

and things are not as straightforward as

they once were. COVID accelerated home

delivery and “Click & Collect”, so along with

additional drive-through lanes we’ve flexed

to accommodate more options with our new

builds and refurbs. Parking for scooters and

delivery vehicles for example, designated

areas for helmeted pick up riders, kiosks for

our 20-35 year old digitally savvy consumers.

Ultimately we’re designing for the very best

customer experience.”

Keeping one step ahead to ensure cus-

tomers can happily access their favourite

food via any channel they prefer puts big

pressure on the planning.

Andrew Buckthought sums it up. “We’re

effectively doing more with our stores these

days but with less time and funds to do it,” he

says. “Take our refurbs; when you think we

might be upgrading 30 odd stores a year and

each store has to close then we really need

to minimise that downtime. 30 stores each

closed perhaps for a day and we lose 30 days

trading. Having said that store upgrades are

proving to deliver significant uplift in EDITDA.”

“Our ESG commitments give us the op-

portunity to explore a number of initiatives,

like retrofitting solar panels. Pre-fabrication

is also an option we’re looking at but the

overriding challenge is creating store assets

With two of the industry’s well-known campaigners moving on and

fresh blood coming in to take their place, a question might be asked

about the role of leadership at Restaurant Brands, and especially

how Russel and Grant’s legacy will continue.

IT –

A foundational

game-changer

Thuy Le-Kim provided the steady hand of

leadership to the project team charged with

implementing its new Group-wide ERP sys-

tem. It is probably the largest foundational

project ever undertaken by the company to

bring together all geographies and brands on

to a single platform.

the impacts of necessary upgrade and

maintenance work on customer experience

and store trading. Stores have to be kept safe,

healthy and modern – it’s hospitality after

all and well-designed stores help to grow

the business.

“The company leadership gave me full empow-

erment to drive this project. We had the right

mix of people from across the Group collabo-

rating remotely – we were in lockdown – and

across the different time zones,” says Thuy.

“The success of ‘Project Camino’ – meaning

journey – relied on transparency, agility, prag-

matism, and frank and honest exchanges to

ensure the right issues were addressed and

the right decisions were made at the right

time. We were outcome-focused with no

room given to sweating the small stuff.”

“I’m truly proud of everyone’s

efforts and input into what will

now provide the business with a

tremendous foundation to grow.

We’ve replaced three different

financial systems – all more

than 20 years old – with a cloud-

based, responsive product that

allows us to move faster, share

information, and work better

together as one Group.”

Kenny Thein was a key New Zealand-based

member of the Senior Leadership Team with a

particular focus on evolving technologies and

cyber security while ensuring the business

maintains the best in class approaches to

system implementation.

Says Kenny, “There are many more mov-

ing parts in our business compared with, say,

10 years ago. And fragmented too, with the

uptake of BYOD and laptops. An integral part

of our security posture new system is mov-

ing towards a zero-trust approach to help

manage this. With our multi-faceted cyber

security approach, working 24/7 to analyse,

identify and isolate any threats, we are now

more secure than ever, while being able to

move faster, easier and safer.”

that have long term viability, where we can

optimise savings in the cost of the build.

Tough to do when supply chains are squeezed

and costs of materials are increasing.”

It’s a constant balancing act for the

property teams. Leadership demands close

collaboration with operations to minimise

“We’re effectively

doing more with

our stores these

days but with

less time and

funds to do it...”

Restaurant Brands’ leadership

Andrew Buckthought

Gino Gigliotti

Thuy Le-Kim

Kenny Thein

RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022RESTAURANT BRANDS’ LEADERSHIP
Supply Chain –

Plan B, C, D, E...

Pivoting on a dime! That’s how Leonie

Reyneke, New Zealand’s Supply Chain GM,

describes the last two years keeping the

supply of goods flowing to the restaurants.

“No two days are the same these days,” she

says. “What was a complex but nonetheless

well-oiled machine several years ago, has

been confronted by headwinds on all fronts;

COVID, geo-political tensions, commodity

price inflation, labour shortages, transport

disruptions and more recently, floods!”

Contingency planning has been a daily ac-

tivity for the past few years requiring Leonie’s

team to remain agile and adaptable at every

turn. ‘Just in time’ planning has given way to

‘just in case’ contingency strategies.

“It’s made a huge difference to know you

have the trust of the company leadership and

room to act, to make the calls and be account-

able to the business,” says Leonie. “Take the

HR –

Finders keepers

Businesses the world over are struggling to

find good talent and Restaurant Brands is

no exception. While COVID brought a range

of people issues, the post-COVID era is pre

-

senting a new set of challenges requiring the

company’s HR function to shift and adapt, yet

again. Elizabeth (Beth) Fink (California) and

Emma Jones (Australia) are at the forefront.

“COVID was all about the physical and

emotional strain on people and families so

we had to frame our culture around empathy.

That’s still there of course but now the focus

is on building a culture of training, personal

growth and development,” explains Beth,

“Retention is the name of the game, with com-

petency training, upskilling, and leadership

initiatives like our HeartStyles soft skills pro-

gramme is fulfilling the ambitions of a younger

generation.”

Emma points out, meanwhile, that Aus-

tralia’s unemployment rates are at an all time

low. “There are many more opportunities for

employment around the world without ever

having to leave home. Borders have reopened

allowing young people to head off on their OE.

And big brands have entered the Australian

market adding to the competition for talent,”

she says.

“My team

deals with

it effectively

through agility,

perseverance,

passion for the

business, and a

sprinkle of grit.”

“One thing’s for sure these days, if

you cultivate a great happy culture

then this new generation will stay

with you. And a happy crew lifts

the customer experience, which

elevates their brand experience

versus our competitors’, which in

turn builds the business.”

Recruitment difficulties maybe starting to

ease now so energies can get behind identi-

fying and nurturing talent, building leadership

capability and a Group-wide community

and culture.

“Priorities can differ by generation – our

staff are aged anywhere between 15 and 50+.

So while younger team members are hungry

for life’s experiences, older workers value sta-

bility and guaranteed work. It’s about match-

ing their priorities to the right opportunities.

And now with our new HR systems giving us

oversight of all our people we can identify

nurture the gold a lot quicker,” explains Emma.

“One thing’s for sure these days,” Beth

summarises, “If you cultivate a great happy

culture then this new generation will stay

with you. And a happy crew lifts the customer

experience, which elevates their brand expe-

rience versus our competitors’, which in turn

builds the business.”

chillies that go into the Zinger marinade for

example; when our usual source of supply

choked off due to shipping problems, we

had to find an alternative – not just with the

same properties but also one that passes all

of the regulations. Sunflower oil too; prices

have sky-rocketed due to the situation in the

Ukraine, so we had to find another source that

has the same high oleic content. We’re talking

to our suppliers on a daily basis to keep one

step ahead.”

Leonie maintains the confidence and

calm of a leader who’s got things under con-

trol. Commodity prices will eventually settle

back and she is already beginning to see a

softening in the market.

“Managing risk is what we’ve been trained

for – and we’ve been trained well,” she says.

“My team deals with it effectively through agil-

ity, perseverance, passion for the business,

and a sprinkle of grit.”

Restaurant Brands’ leadership

Elizabeth Fink

Emma Jones

Leonie Reyneke

RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022RESTAURANT BRANDS’ LEADERSHIP
Restaurant Brands’ leadership

Cynthia Julian

Nancy Franco

Finance –

Fast, detailed

and accurate

The benefits of the new Group ERP system

(‘Project Camino’) have been well-received

across the Group’s geographies.

Elyse Hooper (New Zealand) and Alice Liu

(California), who look after the purse strings

in their respective countries, both had signif-

icant input into the system from a financial

perspective. And, understandably, they are

both full of praise for the new efficiencies.

“Constant change has become the new

normal for us, so automating a lot of what

used to be manual processes, has been a

welcome breath of fresh air,” says Alice. “All

four regions are now aligned working with

the same data on a bigger platform so we can

learn best practice from each other and agree

our decisions as a group.”

Elyse elaborates. “As our needs keep

changing we have to be more agile than ever.

Freeing up manpower, allowing people to

learn new skills and redeploying skills across

different parts of the business is making a

huge difference now – which a lot of the time

helps us to be more productive and ultimately

save money.”

Through these inflationary times the sys-

tem is flexing very efficiently allowing for fast-

er scrutiny of costs and timely, better decision

making right down to individual store level.

“Increases in interest rates means our re-

sults have to be out as fast as possible,” says

Elyse. “The analysis needs to be fast and ac-

curate across all areas of our business – even

including things like couriers and shipping

costs. By noticing shifts in certain cost trends

we can be one step ahead meaning we can

discuss opportunities for savings with man-

agers. It makes us smarter with our resources

while maintaining optimum product quality

and customer experience.”

The new financial agility bodes well for

the business as it navigates the current tur-

bulence. Higher than expected cost increases

for food have hit hospitality and manufactur-

ing hard and, while increases appear to be

easing, the new system is helping to identify

and implement the consumer pricing sweet

spot in double quick time.

“Inflation appears to be easing out of its

climb which is good,” says Alice, “so hopefully

the pattern of constant change might settle.

Oh, but looking out my window, I see we’ve

got snow in LA!”

Alice Liu

Elyse Hooper

Operations –

Providing certainty

Leading the frontline teams through COVID

and now post-COVID has provided huge

learnings, calling on the business to pivot

and shift through the uncertainties. But one

thing’s crystal clear now, putting your people

first and providing them with as much certain-

ty about their future as you can is working well.

Nancy Franco (California), Shahida Khan

(New Zealand) – both with many years

experience working with our brands – and

Cynthia (Cindy) Julian, a QSR veteran in her

own right in Hawaii, all have thing or two to

share about how the dialled up people focus

is delivering results.

“Restaurant Brands has been a phenomenal

partner and owner,” says Nancy, “They care

so much about their employees. The sales

and profits have grown as a consequence.

HR has helped us to develop our restaurant

managers to lead with their heart and connect

with their teams.”

The HeartStyles programme, on-hand

training, weekly face-to-face development

classes and benchmark certification is help-

Both Cindy and Shahida confirm that the la-

bour shortages are leading some restaurants

to engage older workers as long as they fit

with our values and are right for the type of

store and customer community.

Cindy shares her wisdom around the need

for compassion at every step and for every

age group of employee. “The young want

to be heard while the older workers want to

be seen.”

“There’s no doubt,” concludes Shahida,

“that putting our next generation leaders at

the centre of our operations, providing them

with clear development pathways and sup-

porting them in a variety of ways is providing

the future certainty they need. The known will

always pull you through the unknown.”

ing restaurant leaders to be the best they can.

It’s an investment in leadership that identifies

and retains potential as well as showing

other team members by example that there

is a genuine path for career and personal

development.

“The company trusts us to get

on with it which we do and that’s

why it works,” says Nancy.

Shahida concurs. “There’s much more self

awareness these days after COVID. We’ve

grounded our values – like family – and work

together across the business a lot more with

shared purpose.”

“And we’ve focused too on simplifying op-

erations; COVID taught us to rationalise the

menu and tighten our processes in the kitch-

en, the drive through lanes, “Click & Collect”,

and delivery. Also we’ve been able to shape

the operation to suit each store’s customer

profile,” she says.

Cindy acknowledges the continuous chal-

lenge of finding good committed staff.

“Younger people in Hawaii have so much

choice these days about how and when they

want to work. Living at home has given them

more disposable income and more options,”

she says. “So it’s really important we set

ourselves apart as an employer and sell the

personal development dream!”

Shahida Khan

“As our needs

keep changing

we have to be

more agile than

ever. Freeing

up manpower,

allowing people

to learn new skills

and redeploying

skills across

different parts

of the business

is making a

huge difference

now – which a

lot of the time

helps us to be

more productive

and ultimately

save money.”

RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022RESTAURANT BRANDS’ LEADERSHIP
Marketing –

Complexity needs agility

COVID drew every area of the business to-

gether for closer, more collaborative and co-

hesive working relationships. Meanwhile, the

market and society in general has fragmented

with the proliferation of choices around what

to eat, what and when to watch on a screen,

even where and when to work.

The implications for marketing have been

extraordinary, especially in the post-COVID in-

flationary environment. Clark Wilson and Leah

Allen head the marketing for New Zealand and

Hawaii respectively. How each has defined

the role of their departments reflects the

challenges they face in their markets.

Clark points to the proliferation of media

compared with, say, 10 years ago. “We’ve a

complex media eco-system now particu

-

larly driven by social media and the array of

video-on-demand channels. Audiences are

segmented more and we need to deploy ap-

propriate strategies to reach them,” he says.

“Activation though sports sponsorships and

PR initiatives are much more common. And

creative has had to evolve too – especially for

those who don’t want to be ‘marketed to’ with

traditional ads.”

The role of digital has evolved

massively such that it’s no longer

a discrete marketing function.

Everybody in Marketing needs

to be digitally upskilled – after

all, digital channels are where

audiences live.

Meanwhile in Hawaii, Marketing’s role has

adapted and expanded too. Only this time as

a resource for managers who often struggle

to resource their shifts.

Alive and thriving

The company has changed significantly from

the earlier days when it was heavily reliant on

KFC’s performance in New Zealand. Russel

Creedy led the successful resurgence of KFC

in New Zealand, and on the back of that the

company has matured enormously with more

geographies and management structures to

reflect the needs of an international Group.

Everybody in the business agrees that

Russel and Grant have been great leaders.

But great leaders build great leaders for the

times to come. It’s clear talking with people

across the Group that leadership is alive and

well as an attitude and state of mind. Arguably,

the business has more great leaders than ever.

Clark Wilson, GM Marketing New Zealand

sums it up. “One of the biggest learnings I got

from Russel is restless creativity – there’s

always room for improvement. Courageous

leadership is about confronting the good-

enough status quo, making a decision and

making things happen. And to keep laying

the tracks for the big red train.”

The first Kentucky Fried Chicken in New Zealand, Royal Oak, Auckland – November, 1974

Copyright: Public Domain / Farrelly Photo

Leah explains. “Consumer demand for Pizza

Hut and Taco Bell products is strong, however

the labour environment is extremely chal-

lenging. For the first time ever, we’ve had to

leverage our marketing relationships to build

our employment brand as way of recruiting

and retaining staff. We work closely with HR

and Operations to incentivise and attract

delivery drivers and restaurant team workers.

The competition for employees is fierce, es-

pecially on Maui where we not only compete

with other restaurants and aggregate meal

delivery drivers like Uber Eats but also with

hotels who offer higher pay.”

Leah describes how Marketing and all oth-

er areas of the business are like one big team

where everyone collaborates across a range

of challenges. “We treat the business like it’s

our own,” she says, “we all have faith in each

other to do our part to ensure the businesses

are successful for many years to come.”

Aside from media fragmentation, Clark

is also focused on maintaining the brands’

appeal for consumers who are facing huge

cost of living pressures.

“It’s a really interesting dynamic,” he says.

“There’s a big consumer focus on value for

money – which is not just about price. We’ve

seen a slight move away from delivery ser-

vices post-COVID as customers weigh up

the cost of convenience versus picking it up

themselves. We’ve had to adapt how we best

offer value as customers shop around for the

best deals and trade across the menu. And

with supermarket prices climbing it’s not

always cheaper to make food at home so that

can work in our favour.”

Across all the company’s brands, cus-

tomers have come to know and love their

distinctive personalities and tastes. “They

still see our food as a treat and when you

have limited money you go with brands you

trust that will deliver on those unique tastes

and flavours. So we expect to navigate the

current climate well, just as we did during the

last GFC”, says Clark.

“They still see our food as a treat and

when you have limited money you go with

brands you trust that will deliver on those

unique tastes and flavours. So we expect

to navigate the current climate well, just

as we did during the last GFC.”

Restaurant Brands’ leadership

Clark Wilson

Leah Allen

RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022SUSTAINABILITY REPORT – ENVIRONMENTAL, SOCIAL AND GOVERNANCE
Leading in

food quality

BEYOND

COMPLIANCE

• Food safety and product quality

• Food safety training

• Supply chain food safety

• Nutritional profile

• Nutritional improvements

• Hormone and steroid-free chicken

• Responsible antibiotic use in chicken

ETHICAL

SOURCING

• Supplier code of conduct,

policy and audit programmes

• Animal welfare

• Forest stewardship

Environmental consciousness

PACK AGING &

RESOURCE MANAGEMENT

C L I M AT E

ACTION

• Landfill waste reduction

• Back-of-house waste

reduction and diversion

• Sustainable packaging

• Energy usage

• Refrigerant gas loss

• LED lighting

• Solar energy innovation

• Sustainable restaurants

Caring about people and communities

AN INCLUSIVE & PRODUCTIVE

TEAM FOCUSED ON WELLBEING

SUPPORTING OUR

COMMUNITIES

• A diverse and inclusive workforce

• Competitive remuneration

• First job

• Career progression

• Staff satisfaction and wellbeing

• Lost time injuries

• Workforce relations and monitoring

• Zero tolerance for forced or underage labour

• Charitable donations

• Local sponsorships and partnerships

• Food recovery

• Local procurement

OUR

SUSTAINABILITY

FRAMEWORK

Purpose:

To be a thriving business

built on brands that our

employees and customers

love and trust.

As 2022 gained momentum, the Omicron var-

iant of COVID impacted operations across all

our divisions. This event further highlighted

the critical importance of caring for our team

members and communities. Our resilient

supply chain also played a crucial role in en-

suring that we could continue to provide our

customers with the food they know and love.

We are pleased to share our progress to-

wards greater sustainability, especially in the

area of carbon emissions and managing our

climate-related risk. While we encountered

some challenges in collating the necessary

information to measure our carbon footprint,

we persevered and accomplished much of

what we set out to achieve.

Our journey will continue with dedication

and pace, and we look forward to sharing our

plans for Emission Reduction and Climate

Adaptation in the 2023 Annual Report.

Sustainable success

on the menu

Restaurant Brands’ commitment to sustainable growth is steadfast.

We work hard, every year, to make progress across all three pillars

of our business: our people, our planet, and our food.

Sustainability report – Environmental, Social and Governance

The Restaurant Brands’ Board oversees

sustainability performance and provides stra-

tegic input and governance on our Sustaina-

bility Framework. The Board has convened a

Health, Safety & Sustainability Committee to

assist it in providing leadership and oversight

for environmental, social and governance

policies and disclosure matters across the

Group’s business. The Health, Safety & Sus

-

tainability Committee also assists the Audit

& Risk Committee with collecting, reviewing

and verifying the data that goes into our

sustainability reports, and has oversight of

the Group’s performance and annual targets.

Major initiatives, programmes and policies

under the framework are discussed and

signed off at Board level.

The Audit & Risk Committee of the Board

oversees all significant risks to our business

through the Risk Management Framework

and any sustainability or climate-related risks

that are identified as critical to our business

are closely monitored by management and

reported to the Audit & Risk Committee.

Operational responsibility is with the

newly appointed Group ESG Manager and

oversight for our sustainability strategy falls

to our Executive Sustainability Committee.

Together they develop and support the

Sustainability Framework and its strategic

objectives, and review progress against it.

Input is provided by the Board, Department

Heads and members of staff. It is the role

of the Committee to develop, review, refine

and aid the implementation of sustainability

programmes and policies.

Each of our business units has a com-

mitted Environmental Lead, collating and

providing information on a quarterly basis

and providing valuable local insights to the

Executive Sustainability Committee.

In the new year, as we work

towards aligning with the

Aotearoa New Zealand

Climate Standards issued

by the External Reporting

Board at the end of 2022, our

sustainability governance will

be further reviewed.

Sustainability governance

RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022SUSTAINABILITY REPORT – ENVIRONMENTAL, SOCIAL AND GOVERNANCE
A diverse and inclusive workforce

Restaurant Brands has a strong commitment to diversity and rec-

ognises the value of attracting and retaining people with different

backgrounds, knowledge, experiences and abilities. Not only does di-

versity benefit individuals, customers, teams, shareholders, and other

stakeholders, it also creates a vibrant and thriving work environment.

Our business policies, practices and behaviours promote diversity

and equal opportunity and create an environment where individual dif-

ferences are valued and all employees have the opportunity to realise

their potential and contribute to Restaurant Brands’ success.

Gender diversity

Competitive remuneration

We work to keep salary and wage levels on or above market rates to ensure our employees feel valued and remunerated.

ADULT MINIMUM

WAGE BY DIVISION

As at 31 December 2022

% OF EMPLOYEES

ON COUNTRY

MINIMUM WAGE

RESTAURANT BRANDS

AVERAGE HOURLY WAGE

In New Zealand, our lowest rate of pay is $21.30 per hour – 10 cents above

minimum wage. 31% of our employees are on this entry-level wage.

NEW ZEALAND

($NZ)

$22.38$21.58$21.300%

MALEFEMALE

Australia has a large casual workforce, with 91% of all employees work-

ing on this basis. The majority of that workforce are youth, and both

casual and permanent employees are paid above the minimum Fast

Food Award wage starting from $8.71 at the entry level, and rising to up

to $21.15 for 15-20 year old employees as they progress and become

qualified for work.

AUSTRALIA

($A)

$19.43$19.71$21.380%

MALEFEMALE

In Hawaii, 85% of our employees earn above State minimum wage. Our

employee ‘package’ includes medical benefits and a retirement plan.

HAWAII

($US)

$14.09$14.33$12.0015%

MALEFEMALE

California pays the State or applicable local jurisdiction minimum

wage at point of entry.

CALIFORNIA

($US)

$15.59$15.97$15.0051%

MALEFEMALE

($16.04 IN CITY

OF LOS ANGELES

METROPOLITAN AREA)

Caring about people

& communities

An inclusive and productive

team focused on wellbeing

MALEFEMALENOT SPECIFIED

29%

33%

71%

67%

GROUP

BOARD

KEY MANAGEMENT

43%

43%

57%

56%1%

HAWAII

SENIOR LEADERSHIP

ALL EMPLOYEES

60%

52%

40%

48%

CALIFORNIA

SENIOR LEADERSHIP

ALL EMPLOYEES

40%

53%

60%

47 %

AUSTRALIA

SENIOR LEADERSHIP

ALL EMPLOYEES

25%

75%

1%

NEW ZEALAND

SENIOR LEADERSHIP

ALL EMPLOYEES

52%47 %

Sustainability report – Environmental, Social and Governance

RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022
Sustainability report – Environmental, Social and Governance

SUSTAINABILITY REPORT – ENVIRONMENTAL, SOCIAL AND GOVERNANCE

First job

For some of our new team members,

a job at Restaurant Brands is their

first. This year we have captured data

to better understand the percentage

of employees that make up this group

and our initial findings confirm the

importance of specific programmes

to get these employees off to the best

possible start.

Career progression

We want our people to be their best selves.

To achieve this, it is important that we under-

stand an employee’s career aspirations and

provide the direction, support, and training to

help them realise their potential.

To do this we:


Ask employees to tell us their career aspi-

rations and where geographically they’d

like to work when completing their online

employee profiles.

• Link into the above information during

succession activities and performance

reviews, giving managers insight into an

employee’s aspirations and allowing them

to actively discuss how they can progress

towards them.


Publish clear, easy-to-understand role

career pathways, so all employees can see

the various store career pathways available

to them.

This approach also has benefits for Res-

taurant Brands. By identifying employees

who want a career with us, we can focus on

developing the potential of these individuals

and grow our own talent pool – an asset in a

tight labour market.

To measure Restaurant Brands’ success in

supporting our people to be the best they can

be, we look at the percentage of employees

that make a ‘job step’, or are promoted, within

the year.

% OF EMPLOYEES FOR WHOM THEIR JOB

AT RESTAURANT BRANDS IS THEIR FIRST

* of the new employees who answered the question

NEW ZEALAND

AUSTRALIA

HAWAII

CALIFORNIA

34.2%

12.9%

43%*

NA

(not measured this year)

JOB STEP MOVES

(as a % of total headcount)

NEW ZEALAND

AUSTRALIA

HAWAII

CALIFORNIA

12.8%

8.4%

1 1.4%

9.0%

2022

2022

2022

20222021 – 8.8%

2021 – 10.2%

2021 – 7.4%

2021 – 13.3%

comes for themselves and others on a long-

term basis. All Restaurant General Managers

and Above Restaurant Leaders complete the

Leading with Heart leadership and personal

development training and we look forward to

seeing the benefits of this in the future.

STAFF TURNOVER

(as a % of average total staff)

(6 % involuntary)

(1 % involuntary)

(11 % involuntary)

(4 % involuntary)

(2% involuntary)

(2% involuntary)

(5% involuntary)

NEW ZEALAND

AUSTRALIA

HAWAII

CALIFORNIA

2022 : 89%

2022 : 68%

2022 : 77%

2022 : 72%

2021 : 75%

2021 : 49%

2021 : 79%

2021 : 86%

Involuntary turnover is any instance where Restaurant

Brands has decided to terminate an employee. This includes

restaurant closure and employment abandonment.

The Quick Service Restaurant (QSR) industry

is known for its high staff turnover rate.* This

can be attributed to a variety of reasons,

including the fact that many employees are

either students, new to the workforce, or

simply seeking temporary employment. As a

result, high turnover is a systemic feature of

our business.

Staff satisfaction

and wellbeing

Restaurant Brands is committed to fostering

an inclusive, rewarding, and safe environment

in which our people can thrive.

To measure employee satisfaction and our

performance consistently across the Group,

we have recently launched a company-wide

Restaurant Brands Engagement Survey. The

findings of this are presented below.

STAFF ENGAGEMENT

PARTICIPATION RATE

PARTICIPATION RATE

PARTICIPATION RATE

PARTICIPATION RATE

ENGAGEMENT SCORE

ENGAGEMENT SCORE

ENGAGEMENT SCORE

ENGAGEMENT SCORE

77%

79%

85%

88%

26%

10%

5 4%

5 4%

NEW ZEALAND

AUSTRALIA

HAWAII

CALIFORNIA

To grow active participation and encourage

all employees to ‘have their say’, we will be

launching a campaign in July 2023 that will

encompass our restaurants and internal social

channels. Our aim is to create a collaborative

work environment where all team members

feel empowered to share their thoughts, ideas,

and opinions. We look forward to engaging

with everyone in the company and creating a

culture of open communication and feedback.

Going forward, the survey will be complet-

ed in September and the results will feed into

our people planning and specific action plans

for the following year.

In addition to the Engagement Survey,

we have also launched New Starter and Exit

Surveys. These will be rolled out through all

divisions in 2023 and will provide valuable

insights into what we are doing well, and

what we can improve, to cultivate a positive

working environment for all.

In other new developments, a programme

called Heartstyles is now company wide. Its

underlying philosophy is to give individuals

and teams the ability to create positive out

-

Lost time injuries (LTIs)

(per million hours worked)

2019202020212022

NEW ZEALAND

6.35.210.49.1

AUSTRALIA

10.011.917. 19.2

HAWAII

6.22.54.13.6

CALIFORNIA

n/a5.29.1 9.7

The safety of our employees is of utmost

importance and a measure of this is the time

lost to injuries.

Of note this year, Australia has seen a

40% reduction in LTIs as the team continued

to build an operations-led safety culture pro-

moting safety lead metrics.

Hawaii also had a decrease which can be at-

tributed, in part, to a new program for Driver

Safety Trainers which has seen accidents

reduced by 25% as compared to the same

period last year.

Across the business, we will continue to

have a strong focus on injury prevention to

improve our performance and mitigate the

number of injuries.

Workforce relations

and monitoring

New Zealand operates under both collective

and individual employment agreements

which provide for fixed shifts for employees.

All restaurant employees are required to

record their hours of work and are paid ac-

cordingly. We are also compliant in paying to

the collective and individual rates of pay.

The Australian division operates under

the KFC National Enterprise Agreement 2020

and Taco Bell Team Members Enterprise

Agreement 2020. Employees in restaurants

are required to record their hours of work and

are paid accordingly to the hours worked. Pay

records are audited annually to ensure com-

pliance with the Enterprise Agreements.

Enterprise agreements are not a feature

of the Hawaiian and Californian QSR markets,

but nevertheless, our policies and processes

are designed to comply with local labour laws.

Restaurant Brands has a zero-tolerance policy for forced or

underage labour in effect across our business and wider supply

chain. There were no known breaches of this policy in the last

year, and we will continue to be vigilant in the monitoring of this.

ZERØ TOLERANCE FOR FORCED OR UNDERAGE LABOUR

Committed

to fostering

an inclusive,

rewarding,

and safe

environment

in which our

people can

thrive.

*Over 70% for the U.S. Accommodation and Food Services

industry (monthly turnover rate of between 5.4% and 6.2%

in 2022, published by the U.S. Bureau of Labour Statistics).

(1% involuntary)

RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022
Sustainability report – Environmental, Social and Governance

SUSTAINABILITY REPORT – ENVIRONMENTAL, SOCIAL AND GOVERNANCE

Charitable donations

Restaurant Brands established the Restau-

rant Brands Charitable Fund in 2019. The Fund

is committed to supporting youth-orientated

New Zealand charities that focus their activ-

ities on improving access to education. As a

large employer of young people, this cause is

close to our hearts.

In February 2023, $100,000 was contrib-

uted to the fund for the FY22 period. Of the to-

tal contributions made to date, $225,000 has

been donated to the communities we serve.

This year’s beneficiaries of the fund are Ma-

naiakalani Education Fund and First Foundation.

Local sponsorships and partnerships

Each year, across our divisions, we assist key community organisations, offering

financial, marketing and promotional support. This year is no exception!

Supporting our communities

$35,000

TO THE

MANAIAKALANI

EDUCATION TRUST

$30,000

TO THE

FIRST FOUNDATION

The Manaiakalani Education Trust provides support to New Zealand school children, families,

and whanau in challenged, stressed, and isolated communities, with a particular focus on Decile

1 and 2 school areas. Their goal is to provide access to local, global, and digital citizenship to

those who may not have the resources to do so.

Despite the challenges posed by COVID, the Manaiakalani Programme continued to make

strides in lifting the learning engagement and achievement of students across New Zealand.

Their seamless transition between physical and online learning helped maintain the connection

between home and school, and resulted in a 20% increase in participation in 2022.

Through our partnership with the First Foundation, Restaurant Brands is supporting talented

young Kiwis who face financial and other barriers to attending university. Our funding of five

scholars attending universities in Auckland and Waikato covers four years of study and includes

financial assistance and an offer of paid work experience. This programme gives each student

access to the support and professional networks they need to succeed in their studies and

careers, dramatically improving their opportunities in life.

The Restaurant Brands Charitable Fund is

managed by a panel responsible for review-

ing the allocation of funds on an ongoing

basis to ensure that they remain relevant

and valuable to our communities. It includes

Restaurant Brands’ executive management

and Board members.

*The total of this year’s fundraising was disappointingly impacted by the spread of the COVID Omicron variant in the

community hampering fundraising initiatives planned for January–March 2022.

RESTAURANT BRANDS

CHARITABLE FUND

NEW ZEALAND

We are excited to announce the launch

of the KFC Foundation for Good this year,

formalising our commitment to give back

to the communities we serve, as well as our

3000-strong team across the country. Our

mission is to champion causes that equip

young Kiwi adults with the skills and support

they need to enhance their wellbeing, so they

can be free to be themselves.

KFC’s partnership with Surf Life Saving

New Zealand (SLSNZ ) is now part of the KFC

Foundation for Good. This partnership is an

essential part of our commitment to deliver-

ing a meaningful and positive impact on the

lives of New Zealanders.

Over the past 10 years we have raised a

total of $1.58m for SLSNZ and our donations

have been instrumental in educating, training,

and supporting the 4,500 Surf Lifeguards who

patrol 92 beaches across New Zealand every

summer. 9,584 people have qualified as Surf

Lifeguards since the partnership began Oc-

tober 2012. As a result of their tireless efforts

and dedication, they have delivered over two

million hours of patrolling and saved 9,709

lives over our decade-long collaboration.

In 2020, Pizza Hut became an official part-

ner of St John, New Zealand’s leading provider

of event health services, and we are delighted

to report that this year we raised $97,105 for

this worthy organisation.

The funds raised are used to purchase es-

sential equipment and supplies, including

uniforms, medical kits and golf carts that

allow paramedics to quickly respond to emer-

gencies during high-profile sports events and

small community fairs alike. We are proud to

support St John in its efforts to keep New

Zealanders safe and healthy, and we look

forward to continuing our partnership in the

years to come.

AUSTRALIA

With over 90% of our team members being

under the age of 25, supporting Aussie

youth is something we’re deeply passionate

about. Together with us on this journey, we

have three charity partners: The Black Dog

Institute, ReachOut Australia and Whitelion.

In 2022 we proudly launched cashless and

round-up donations nationally, which saw an

over 30% increase in donations.

CALIFORNIA

Each year, with every case of Secret Recipe

Fries sold, our California restaurants donate

to the KFC Foundation. This allows us to par-

ticipate in the Kentucky Fried Wishes grant

programme and to make a tangible impact in

our communities.

In 2022, two of our stores were successful

in nominating local non-profit organisations

to be the recipient of one of 50 grants na-

tionwide. Future Leaders of America, which

provides leadership training, educational

$A62,866

KFC Youth

Foundation

$US33,543

experiences, and personal development

for youth, and My Friends House LA, which

supports the needs of the homeless and other

marginalised populations in and around the

Downtown Los Angeles Area known as Skid

Row, were both deserving recipients.

In addition to supporting our communi-

ties, the KFC Foundation is also committed

to investing in the education of our California

restaurant team members. We’re proud to

partner with Western Governors University to

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$62,517*

Surf Lifesaving

New Zealand – KFC

$102,000

KFC For Good

Foundation

$ 9 7,1 0 5

St John

– Pizza Hut

$9,390

Community donations

– All brands

offer tuition fee-free online university courses

toward more than 60 different degrees. This

initiative will help our team members achieve

their educational goals, further their careers,

and achieve their dreams.

KFC Foundation/Kentuck y Fried Wishes/

Reach Grant

RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022
Sustainability report – Environmental, Social and Governance

SUSTAINABILITY REPORT – ENVIRONMENTAL, SOCIAL AND GOVERNANCE

HAWAII

The Taco Bell Foundation, our largest dona-

tion recipient, is focused on youth empower-

ment by helping young people explore their

career passion with scholarships, experience

and community support. Funds are raised via

national Taco Bell fundraisers like ‘Round Up’

where customers can donate a small amount

by rounding up their check to the nearest

dollar. These small donations add up quickly

and fund valuable scholarships to many

future leaders.

This year, we were delighted that two em-

ployees from Taco Bell Hawaii were awarded

$US10,000 Live Más Scholarships to advance

their education. These scholarships are de-

signed to support creative and innovative stu-

dents aged 16-26 with a passion for creating

a better future and making a positive impact

on their community.

$US20,000

Red Cross

$US45,733

Taco Bell

Foundation

$US10,500

Taco Bell

Owners Giving

$US3,855

Other

Food recovery

Restaurant Brands is proud to work with food

recovery partners in New Zealand, Australia

and California, reducing the negative impacts

of food waste on our environment and nour-

ishing those in need.

NEW ZEALAND

This year we were pleased to secure local

supply of our Potato & Gravy tubs and to

report that of all protein sourced, only three

ingredients are imported. They are pepper-

oni, string cheese for our Stuffed Crust®, and

beef patties.

AUSTRALIA

In the past year, KFC has donated 3.37 tonnes of cooked chicken to

partner, OZHarvest. This has been converted to 6,734 meals, feeding

almost three times as many people as in the 2021.

2022 : 3.4 TONNES2021 : 1.1

CALIFORNIA

Our California restaurants donate surplus food in partnership with

Food Donation Connection through the KFC Harvest Program, KFC’s

prepared food donation programme.

During 2022, each of our restaurants appointed a ‘store champion’

to lead the initiative ensuring surplus food donations are collated and

regularly donated to non-profit organisations that help Americans

facing food insecurity. This has led to an 18.6% increase from the

previous year.

2022 : 46.5 TONNES2021 : 39.2

NEW ZEALAND

‘Feed more, waste less’ is the motto of our New Zealand food recovery

partner KiwiHarvest and we are proud to play our part in this mission.

The decrease in tonnage reflects less COVID related lockdown dona-

tions and a more consistent supply chain.

2022 : 16.3 TONNES2021 : 26.9

HAWAII

We are yet to partner with a food rescue organisation in Hawaii and will

be exploring this in the coming year.

FOOD DISTRIBUTED IN 2022

AUSTRALIA

Outside of New Zealand procurement is

managed by our franchisor Yum! and we

are dependent on their supply chain for

each brand, but we are able to share the

following insights:

CALIFORNIA AND HAWAII

In the US, the supply chain is managed by

Restaurant Supply Chain Solutions; a Yum!

Brands co-operative. Whilst they do not

track domestic vs international spend, they

only look to international supply if there isn’t

a domestic supply option.

For packaging, a small amount of paper

bags is sourced internationally along with res-

in, gloves, straws, and cutlery. That equates

to < 15% of our total packaging spend coming

from international sources.

Local procurement

In New Zealand, we manage procurement and the supply chain for all brands and restaurants

and it is our policy to purchase locally where possible, to both support the community and

reduce our impact on the planet.

PROTEIN SOURCED

IN AUSTRALIA

% of the total weight

2022 : 100%

2021 : N/A

LOCAL BASED SUPPLIER

PARTNERSHIPS

% of the total spend

2022 : 91% 2021 : 92%

2022 : 35% 2021 : N/A

PACKAGING MANUFACTURED

IN AUSTRALIA

% of the total weight

PACKAGING MANUFACTURED

IN NEW ZEALAND

% of the total weight

2022 : 5% 2021 : N/A

PROTEIN SOURCED

IN NEW ZEALAND

% of the total weight

2022 : 93% 2021 : N/A

LOCAL BASED SUPPLIER

PARTNERSHIPS

% of the total spend

2022 : 81% 2021 : 76%

RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022SUSTAINABILITY REPORT – ENVIRONMENTAL, SOCIAL AND GOVERNANCE
Environmental

consciousness

Sustainability report – Environmental, Social and Governance

Packaging and

resource management

Landfill waste reduction

One of the key areas of focus for Restaurant

Brands is reducing the amount of all waste

going to the landfill. From packaging used to

serve and transport our food to our custom-

ers, to supplier packaging, food waste, con-

struction waste and e-waste. All contribute to

our greenhouse gas emissions, and all have a

role to play in reducing our carbon footprint

and our impact on the environment.

Over the past year, we have continued with

our quest to better understand the levels of

waste being sent to landfill not only by us, but

by our customers too, and the complexities of

this remain. It is our aim to share some data

across all areas of waste in our next report,

and for our management of waste to play a

part in the emissions reduction plan we’ve

been working on.

In Australia, KFC continues to partner with

industry, waste service providers, and pack-

aging suppliers to innovate on solutions that

will take a full life cycle approach, including

options for end-of-life upcycling initiatives.

In California, it is mandatory to have

separate waste recycling containers in each

restaurant. Currently, this waste is then

measured in cubic feet but we are working

on a way to extrapolate this into tonnage

to allow us to measure greenhouse gas

emissions. We are also considering

options for reducing the quantity sent

to landfill.

In Hawaii, waste is in part mitigat-

ed by H-Power which incinerates sol-

id waste from around O‘ahu and turns

it into electricity, thus preventing

items such as pizza boxes and food

packaging from occupying landfills.

CONSTRUCTION WASTE

REDUCTION

Restaurant Brands New Zealand has part-

nered with Waste Management to handle

waste from new builds and refurbishments

in the past year and, in Australia, they are

working with their build partners to explore

and manage ways to minimise this waste.

In Hawaii and California, Yum! is responsi-

ble for the management of construction waste.

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RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022
Sustainability report – Environmental, Social and Governance

SUSTAINABILITY REPORT – ENVIRONMENTAL, SOCIAL AND GOVERNANCE

Emissions

Reduction Plan

Over the past 12 months, we have:

1. Conducted a series of workshops with

key internal team members and major

franchisor Yum! to enable us to define

Restaurant Brands’ carbon footprint scope

and commit to a 2022 base year for bench-

marking, and

2. Developed the tools, and worked with

suppliers, to collect the necessary data to

report our carbon footprint each year.


Throughout these initial stages, it was evident

that each division has some data collection

challenges. These have, and may continue to,

influence our final agreed scope.

The next steps are as follows:

1.

Complete calculation of the 2022 Base

Year footprint,

2.

Obtain third-party verification to assure

compliance with the ISO standards,

3.

Improve data collection systems for 2023

and get underway with data collection, and

4. Set reduction targets and develop an Emis-

sions Reduction Plan.


Climate action

Climate

Adaptation Plan

In our next Annual Report, we will share with

you details of our Climate Adaptation Plan,

which will be undergoing revision in 2023

in preparation to meet the newly launched

Aotearoa NZ Climate Standard requirements.

Recent weather events in New Zealand

are a stark reminder that our climate is

changing, and we need to be prepared. The

impacts from the physical, transitional and

financial risks associated with climate change

are significant and will only increase with time.

As an enduring business, we need to mitigate

the risks, and benefit from the opportunities

that lie ahead through sound strategy and

good governance. This will be a big focus for

us in 2023.

Whilst we are not able to share

our 2022 carbon emissions

at this time, we are pleased

with the progress we have

made and grateful to internal

teams and external partners

for their ongoing support of our

commitment.

Back-of-house waste

reduction and diversion

CARDBOARD

All back-of-house cardboard waste is recy-

cled In New Zealand, Australia and California.

Hawaii has achieved an estimated 50% level

of recycling, limited by the access or space to

store cardboard in some restaurants.

COOKING OIL RECYCLING

We continue to recycle 100% of expired oil in

all our divisions. This recycled oil then goes

into the production of bio-diesel – a renewa-

ble, clean-burning diesel with lower emissions.

Sustainable packaging

All customer-facing packaging will be used

and either get recycled or end up as waste.

The challenge is that we can’t know the fate of

the packaging once it leaves our restaurants.

Over the past year, as the best measure of

packaging waste, we have been working with

our suppliers to capture its weight and we will

include this in our 2023 report.

In New Zealand, we have updated the

packaging for our Potato & Gravy to a poly-

propylene material that can be recycled, and

we continue to work with suppliers to develop

a sustainable fit-for-purpose chicken bucket.

Our Australian division is working to re-

move unnecessary plastics from Go Bucket

lids and shifting to alternative options and

increased recyclable plastics for menu items

such as frozen drinks and Potato & Gravy.

To deliver on our commitment to reducing Restaurant Brands’ carbon

footprint, and in preparation for New Zealand’s mandatory reporting

requirements from 2023 onwards, Climate Action has been a major

focus for the business in the past year.

YUM! HAS COMMITTED TO DIVERT 50%

OF BACK-OF-HOUSE OPERATIONAL WASTE,

MEASURED BY WEIGHT, GENERATED IN U.S.

RESTAURANTS BY 2025.

OUR GOAL:

TO PHASE OUT

PLASTIC BAGS,

STRAWS AND

LIDS BY 2025.

PLASTIC REDUCTION

% PHASED OUT PLASTIC BAGS,

STRAWS AND LIDS IN 2022

NEW ZEALAND

100%

AUSTRALIA

100%

HAWAII

87%

CALIFORNIA

N/A

New Zealand and Australia are delighted to

achieve our target ahead of time.

Hawaii continues to work towards the tar-

get and will also achieve this ahead of time and

in compliance with the States’ plastics ban.

California follows the Yum! Brands Sus-

tainable Packaging Policy with its own plastic

related 2025 goals.

RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022
Sustainability report – Environmental, Social and Governance

SUSTAINABILITY REPORT – ENVIRONMENTAL, SOCIAL AND GOVERNANCE

Here we look at the progress we have made

on our existing key performance indicators

and the additional areas of Natural Gas usage

and refrigerant gas loss.

Energy usage

MWH OF ELECTRICITY USED

20212022

NEW ZEALAND

3 7, 8 8 93 9,7 2 9

AUSTRALIA

21,67623,610

HAWAII

12,03113,004

CALIFORNIA

15,02215,650

MWH OF ELECTRICITY USED

PER $MILLION SALES

(local currency $)

20212022

NEW ZEALAND

8275

AUSTRALIA

9491

HAWAII

8283

CALIFORNIA

136138

Restaurant Brands achieved a reduction in

electricity consumption per $ million of sales

in both New Zealand and Australia, with a

respective decrease of 9% and 3%.

Following the restatement of FY21 fig-

ures based on the updated consumption

inputs, Hawaii and California’s performance

remained relatively unchanged.

MWH NATURAL GAS USED

2022

NEW ZEALAND

3,354

AUSTRALIA

Nil

HAWAII

7, 9 5 3

CALIFORNIA

11,321

MWH NATURAL GAS USED

PER $MILLION SALES

(local currency $)

2022

NEW ZEALAND

6

AUSTRALIA

Nil

HAWAII

51

CALIFORNIA

100

Natural gas is only used in New Zealand,

Hawaii and California operations. In these

locations, it is used predominantly for cook-

ing, with some use as a heating fuel. Given

natural gas has a higher carbon footprint

than electricity in New Zealand, opportuni-

ties to switch from gas to electricity across

the restaurant network will likely be a focus

of the decarbonisation strategy.

Refrigerant gas loss

TOTAL REFRIGERANT GAS LOST (KGS)

2022

NEW ZEALAND

120

AUSTRALIA

215

HAWAII

N/A

CALIFORNIA

N/A

As a handler of fresh and frozen produce, we

rely heavily on refrigeration. All stores have

large freezers and cold stores which require

the use of refrigerant gases to maintain

temperature. Failing systems and even small

leaks can result in the release of kilograms of

these gases into the atmosphere. As green-

house gases that have high “global warming

potentials” in some cases, losses will contrib-

ute significantly to our carbon footprint.

Our future Emissions Reduction Plan will

focus on having well-maintained modern

refrigeration systems that utilise refriger

-

ant gases with low or zero global warming

potential. We will talk about this more in

future reports as the plan is developed and

implemented.

LED lighting

We continue to transition to LED lighting

across the business and are making good

progress against our target of having 100%

LED lights by the end of 2023.

% OF RESTAURANTS WITH LED LIGHTING

20212022

NEW ZEALAND

47 %90%

AUSTRALIA

45%60%

HAWAII

47 %52%

CALIFORNIA

33%44%

Excluding the planned 2023 refurbishments,

all restaurants in New Zealand have been up-

graded to LED and we are on track to reach

the target.

In Australia, LED lighting is being deployed

at each refurbishment and currently, all dining

room, and over half of back-of-house, lighting

is converted. External signage lighting will

follow as part of refurbishments.

Hawaii is confident they are on track to

reach the target.

Our Californian restaurants comply with

the State’s energy efficiency standards

for lighting which requires the use of LEDs.

However most of the kitchen areas still use

fluorescent tubes and parking lot lights are

yet to be converted. An accurate measure of

lighting use will be made in 2023 as we con-

tinue to work towards a full transition through

back-of-house conversions and new builds.

Solar energy innovation

Across Restaurant Brands, 13 restaurants

are currently piloting the use of solar energy:

three in New Zealand and ten in Australia.

The data collected in New Zealand to date

has been encouraging and we are working on

a plan to roll out this initiative across at least

two more stores in 2023. Our target is to re-

place up to 20% of the electricity consumed

in these restaurants with self-generated

solar power.

Across the ten Australian sites, the aver-

age electricity yield was 10.6% of the restau-

rants’ consumption and a total of 69.9Mwh

was generated.

In California we commenced discussions

with providers around parking lot solar panels

and further research is underway. The new

Paramount restaurant, opening in 2023, will

be the first with rooftop solar. We are also

exploring further solar panel and EV charging

station installations at selected restaurants.

Our target:

100% LED lights

by the end

of 2023

Sustainable restaurants

In New Zealand, consideration has been

given to “Green” certification for every new

build, but more work is required to set up a

framework and we aim to get this underway

this year. We are also exploring the opportu-

nity of using our recyclable plastic to produce

store furniture and interior decorations we

are looking to upgrade power consumption

readers in pilot stores, to assess the saving

opportunities.

In a QSR restaurant-first, KFC Australia

has introduced carbon-negative upcycled in-

ternal walls and ceiling tiles in one restaurant.

These will become standard products for new

and refurbished restaurants going forward.

California is excited to be opening its first

LEED Certified Restaurant (New Build) in Par-

amount in early 2023. LEED certification is a

globally recognised symbol of sustainability

achievement and leadership, and its frame-

work informs all building types including

new construction, interiors, operations and

maintenance, and core and shell.

The division is also trialling on-demand

electricity management to assist restaurants

to reduce peak period consumption, usually

supplemented by thermal generation.

RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022
Sustainability Report

SUSTAINABILITY REPORT – ENVIRONMENTAL, SOCIAL AND GOVERNANCE

Food safety and product quality

The safety and quality of our food is fundamental to our business. All restaurants are inspected

by the relevant local food safety bodies and have a Food Control Plan in place to ensure food

sold is safe and suitable.

In addition to local inspections, all Yum! restaurants; KFC, Pizza Hut, Taco Bell, are subject to

brand audits. Brand audits include a food safety component along with brand standards (includ-

ing health and safety) and restaurants are audited by a 3rd party, approved by Yum! globally.

Our aim is to exceed an 85% rating on the Yum! Standard, significantly above the food safety

standards prescribed by local food safety regulations.

Here’s how we performed:

202020212022

NEW ZEALAND*

98%98%97%

AUSTRALIA

85%92%81%

HAWAII

93%95%78%

CALIFORNIA

Not available93%95%

*AsureQuality audit on behalf of Ministry for Primary Industries.

Note: there were no food safety audits carried out in California between 2 September and 31 December 2020 (the first four

months of our ownership).

Hawaii and Australia have identified the areas of improvement and are currently working on

additional staff training options to maintain the required store safety and food quality levels

and lift the score up back to above the 90% mark in 2023.

Food safety training

All staff must complete our food safety training programme before they commence working in

a restaurant. This is part of the restaurant staff induction programme as well as a requirement

for all other staff before they spend time in a restaurant.

100%

OF RESTAURANT STAFF COMPLETE

FOOD SAFETY TRAINING

Supply chain food safety

In Australia, Hawaii and California, Yum!

manages the supply chain and they uphold

an industry-leading food safety programme

including processes for auditing suppliers

and mitigating risk across their global

supply chain.

Food safety audit outcomes are reported

as a performance Tier, ranging from Tier 1

(top Tier) to Tier 4. The 85% Yum! Standard

represents the % of supplier audits achieving

Tier 1 & Tier 2.

In New Zealand, in addition to all achiev-

ing the local standards, 74% of our suppliers

achieved Tier 1 and 2 of the Yum! standard this

year, an increase from 68% in 2021.

Nutritional profile

Nutritional information, including the amount

of fats, sodium and sugar in our core menu

items, is listed on our brand websites with

the exception of Taco Bell in Australia. This

is something we aim to address in the

coming year.

New Zealand also has nutritional informa-

tion for all its short-term promotional menu

items available by request and in Australia,

Hawaii and California, kilojoules are available

on restaurant menus.

Beyond compliance

Leading in

food quality

Sustainability report – Environmental, Social and Governance

RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022
Sustainability report – Environmental, Social and Governance

SUSTAINABILITY REPORT – ENVIRONMENTAL, SOCIAL AND GOVERNANCE

Supplier code of

conduct, policy and

audit programmes

In New Zealand, all suppliers are carefully se-

lected, undergo due diligence and are audited

on an annual basis to ensure they meet our

ethical standards. Our standards are based

on the combination of the Yum! Supplier Code

of Conduct and other best practice guidelines.

Australia, Hawaii and California are part

of the Yum! supply chain and all their sup-

pliers must adhere to their Supplier Code of

Conduct which sets basic requirements of all

suppliers whether they provide food or bever-

ages, packaging or equipment. All suppliers

are audited on a regular basis.

Future focus

Restaurant Brands recognise that sus-

tainability is not only important for the fu-

ture of our planet, but also for the success

of our business. With the guidance of the

Executive Sustainability Committee and

the addition of our Group ESG Manager,

we are well-positioned to drive advance-

ments and ensure success across the

pillars of our business.

The upcoming mandatory climate

standards will have a significant impact

on what and how we report, but we are

prepared for the challenge. We have the

team and plans in place to deliver, and

whilst there is still much to be done, we

are confident that by working together,

we can make a positive impact on our

environment and communities.

Nutritional improvements

Restaurant Brands is committed to providing

food that our customers can love and trust,

that tastes good and is good.

In New Zealand, where we have the great-

est control over our menu and supply chain,

we actively drive reductions in sodium, sugar

and saturated fats through a programme of

continuous improvement.

Here’s how we did:

SODIUM

10%

KFC CHICKEN

SNACK PATTIES

10%

CARL’S JR. BIG

CHICKEN FILLET

1 1%

PIZZA HUT

HAM TOPPING

SUGAR

10%

KFC ARBY BURGER

BUNS AND BREAD ROLLS

35%

FA NTA

POST-MIX

S AT U R AT E D FAT

5%

PIZZA HUT

HAM TOPPING

Both KFC and Taco Bell Australia also strive

to improve the nutrition of their menu. KFC

has reduced the sodium in core chicken

menu options by 20% and fillets and strips

are now MSG free. Taco Bell has also stripped

MSG from all food ingredients, including the

chicken and beef seasoning, and reduced the

sodium in tortillas.

Hormone and steroid

free chicken

All our chicken is hormone and steroid free.

Our suppliers must comply with this policy,

to ensure our customers enjoy the highest

quality product.

Responsible antibiotic

use in chicken

In New Zealand, our chicken is antibiotic free.

In other divisions, animal health may neces-

sitate the use of antibiotics to maintain or

restore health. In these instances, antibiotics

are used only for this purpose and at levels

that are not significant in human medicines.

Animal welfare

All New Zealand manufacturing sites that

produce meat and meat products supplied

to Restaurant Brands must meet the require-

ments of the Animal Welfare Act and are

audited by both SPCA and Asure Quality.

Our two largest, long-standing chicken

suppliers are Tegel and Ingham’s. Both

companies are committed to following all the

right animal welfare codes and guidelines and

ensuring the humane treatment of their birds.

Further information on their standards can be

found on the KFC New Zealand website.

The other divisions – Australia, Hawaii and

California – rely on Yum!’s supply chain con-

trols as outlined in their Global Animal Welfare

Policy which can be found on the yum.com

website. Their commitment to animal health

and well-being remains steadfast and guided

by holistic, science-based Sustainable Ani-

mal Protein Principles.

Restaurant

Brands is

committed

to providing

food that our

customers can

love and trust,

that tastes good

and is good.

In New Zealand,

our chicken is

antibiotic free

Ethical sourcing

Forest stewardship

The supply of beef, soy, palm oil and paper

is a focus for major franchisor Yum! as they

seek to address climate change by reducing

deforestation. As active members of the New

York Declaration on Forests, Tropical Forest

Alliance, and UK Roundtable on Sustain-

able Soya, they are monitoring legislation

worldwide and participating in discussions

about how governments and businesses can

protect forests. We look forward to seeing

an increase in disclosure and progress in

the future.

Across the Group, palm oil has either

been removed or is sourced from responsi-

bly managed sources, with third-party certi-

fication from the Roundtable on Sustainable

Palm Oil (RSPO).

RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022OPERATIONS REPORT
Operations report

The New Zealand division’s total

store sales were up $68.1 million

to $529.2 million, an increase

of 14.8%. KFC continued to

be the prime driver of total

sales growth, with a further

contribution from Taco Bell.

The increase in revenue was

driven by new store numbers

(a net six stores opening

over the year), together with

continued positive same store

sales growth. The growth

comparison was assisted by

the rolling over of store closures

under the extended lockdown

during 2021, the impact of

which has been estimated as

approximately $26 million.

Same store sales were +2.4% for the year,

rolling over the +9.1% growth achieved last

year, a pleasing result in sometimes difficult

trading conditions.

KFC remains the key contributor to the

New Zealand operations. The brand once

again delivered a strong result with both sales

and profit performance up on last year’s re-

ported numbers and some weeks producing

record sales levels. Price increases to meet

inflationary challenges, together with some

successful new product roll outs (Hot & Crispy

Boneless Chicken) drove same store sales

growth and assisted in margin recovery.

Carl’s Jr. also saw strong revenue growth with

same store sales significantly up on last year.

The brand continued to benefit from the use

of third-party delivery providers. Carl’s Jr. will

see some network growth with plans to begin

opening new stores in the FY23 year.

The Pizza Hut brand also continued to

grow, with nine new independently franchised

stores opening over the year, bringing the

entire network up to 114 Pizza Huts, of which

108 are owned by independent franchisees.

A further four KFC stores are also owned by

independent franchisees.

Taco Bell now has 13 stores open in New

Zealand. This is despite the adverse impact

of COVID lockdowns and effect of inflation

on building costs. The brand continues to

gain momentum with store sales more than

doubling from FY21.

With immediate COVID pressures now

behind us, the new challenges facing the

business were substantial cost increases in

both ingredients and wages. These inflation-

ary stresses, together with staff shortages

from COVID disruption and a singularly low

unemployment rate placed considerable

pressure on margins.

The business responded well with im-

proved efficiencies and targeted price in-

creases recovering some of these costs, with

the balance expected to be made up over the

coming months.

Consequently, whilst store EBITDA for

the New Zealand business was $89.5 million,

(up $6.2 million) flowing through from the

increased sales, it was adversely impacted

by cost inflation. The EBITDA margin for New

Zealand was 16.9%, which is down on last

year ’s 18.1%.

Total company owned stores increased

by six to 143. This includes four new KFC

stores (including the purchase of the KFC at

the Auckland International Airport) and three

new Taco Bell stores, off-set by the closure of

one Carl’s Jr. store.

The New Zealand business has also seen

significant store reinvestment with 18 stores

remodelled over the year and another 25

store refurbishments planned during FY23.

Whilst the pace of increased costs has

slowed somewhat as we begin the new finan-

cial year, these will continue to put pressure

on EBITDA margins in FY23. Store efficiencies

and price increases will however assist a re-

turn to full margin recovery over the coming

year. A limited number of new store builds is

expected in the coming year (three Taco Bell

and two KFC stores).

New Zealand

143 STORES

4,041

S TA FF

(+112 FRANCHISED)

Pleasing results in difficult

trading conditions

The business responded well

with improved efficiencies

and targeted price increases

recovering some of these costs,

with the balance expected to be

made up over the coming months.

TOTAL EBITDA ($NZ m)

Feb

19

76.4

Dec

19

6 7. 9

20

76.3

21

83.3

22

89.5

TOTAL SALES ($NZ m)

Feb

19

419.8

Dec

19

3 6 7. 5

20

410.4

21

461.1

22

529.2

RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022OPERATIONS REPORT
Operations report

A strong sales recovery in the

Australian business helped

mitigate the negative effects

of inflation. Same store sales

rebounded strongly at 7.4%,

reflecting the solid turnaround

of the CBD and mall stores in

the network. Both these groups

of stores were hit hard by the

COVID closures but are now

outperforming the rest of the

business in terms of recovering

from that downturn. In AUD

terms, total sales were up

$A29.0 million (12.6%) on

prior year to $A259.0 million.

In NZD terms sales were $NZ283.4 million

(up 16.1% or $NZ39.3 million).

Growth in store numbers assisted in

building sales with four new Taco Bell stores

and one KFC store opening during the year.

Despite the difficult trading conditions, the

Australian business continued its store refur-

bishment programme, together with making

further investment in digital experience

in-store (kiosks in store and digital drive thru

menu boards).

Delivery sales received a boost with the

introduction of Uber Eats as a delivery partner.

Despite the strong sales performance,

margins fell with the impact of increased

ingredient and labour costs. Store EBITDA

was $NZ31.2 million ($A28.6 million), down

$A1.2 million due to continued cost pressures,

supply chain disruptions and labour short-

ages resulting in stores operating reduced

hours particularly in the first quarter of 2022.

As a % of sales, store EBITDA was 11.0%, which

is down from 13.0% last year. Once again this

was a direct effect of ingredient inflation

through the company’s supply chain, together

with labour cost escalation.

A focus on enhanced trading performance

from the Taco Bell business will be a priority

for the FY23 year, together with returning

margins to pre-COVID levels through con-

tinued pricing adjustments and cost control.

Store refurbishments in the KFC business will

continue, together with one anticipated new

KFC store opening, plus three more Taco Bells.

Australia

Leading recovery with

returning margins

4 ,7 1 9 S TA F F

TOTAL EBITDA ($NZ m)

Feb

19

29.1

Dec

19

25.2

20

28.6

21

31.6

22

31.2

TOTAL SALES ($NZ m)

Feb

19

191.5

Dec

19

169.1

20

214.9

21

24 4.1

22

283.4

83

STORES

Delivery sales

received a

boost with the

introduction of

Uber Eats as a

delivery partner.

RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022OPERATIONS REPORT
Operations report

The Hawaiian business, despite

experiencing continuing staff

shortages and the major food

cost escalation seen in other

divisions, had a good year. Its

USD sales were up 6.9% to

$US156.4 million. Same store

sales were up 2.9% (rolling

over +9.1% in FY21).

The Taco Bell operations went from strength

to strength with a sound promotional pro-

gramme and some innovative new product

releases (including the Mexican Pizza). Pizza

Hut also enjoyed some success with strong

product offers such as Pizza Melts. The intro-

duction of a third party delivery service (Door

Dash) helped maintain delivery volumes, de-

spite continued driver shortages. With both

same store sales and unit growth, Taco Bell

Hawaii exceeded $US100 million in annual

sales for the first time in its history.

In NZD terms, total store sales were up $41.0

million to $247.5 million (19.8%), primarily

due to the strengthening of the USD/NZD

exchange rate.

Total store numbers increased by two to

75 with two new Taco Bell stores at Ho’okele

on Maui and Kilauea on the Big Island. Both

stores are performing significantly above

expectations. Store refurbishments also

continue to generate excellent returns.

Profitability also remained strong, with

store EBITDA of $US26.8 million ($NZ42.3

million), up 9.8% on prior year. As a % of

sales, EBITDA was 17.1%, up from 16.4%. The

increase is driven largely by the success of

Taco Bell which has improved both in sales

volume and EBITDA margin over last year.

This performance is expected to continue

with margins being maintained into the new

year. Two relocations and two rebuilds are

also expected to be completed over FY23

(planning consents permitting).

Hawaii

100 million reasons

to celebrate

75 STORES

Total store numbers increased

by two to 75 with two new Taco

Bell stores at Ho’okele on Maui

and Kilauea on the Big Island.

Both stores are performing

significantly above expectations.

1,687

S TA FF

TOTAL EBITDA ($NZ m)

Feb

19

2 3 .7

Dec

19

22.9

20

32.6

21

33.9

22

42.3

TOTAL SALES ($NZ m)

Feb

19

1 8 2 .7

Dec

19

168.9

20

215.1

21

206.5

22

2 47. 5

RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022OPERATIONS REPORT
Operations report

The recent economic

disruptions were particularly

hard on our California business

in the FY22 year. Inflation levels

served to both limit customer

demand and add considerable

premiums to food cost. Cost

escalation for this business was

rapid and significant with some

key ingredients experiencing

(temporary) price hikes of more

than 30%. Several initiatives

were undertaken to mitigate

the impact, including improved

store efficiencies and selling

price increases. Unfortunately,

the pace of selling price

increases lagged the cost

escalation, with resultant short

term margin deterioration.

With the price increases and an additional

five stores being added to the network, sales

in USD terms increased by $US3.0 million to

$US113.2 million. However, on a same store

sales basis they were down 2.9%. The prior

year comparisons were aggravated by the

fact that the business was rolling over the

strong sales growth last year driven by two

stimulus payments, from the US Federal Gov-

ernment, in January and March 2021.

In NZD terms the strengthening of the

USD over the year saw total sales up to $179.0

million, an increase of 14.4%.

One KFC store was acquired during the

year from an independent franchisee. Four

new stores opened in San Bernadino, Perris,

Barstow and Ridgecrest. They are all built

to the American Showman Next Generation

new store design format. The California store

network now comprises 75 stores.

Despite the current trading

difficulties in the California

market, all four new stores are

trading well above expectations.

Store EBITDA was $NZ17.1 million, $6.7 million

down on last year, reflecting the impact of

significant cost increases incurred. As a

percentage of sales this was 9.6%, which was

down from 15.2% last year. The drop in EBITDA

as a percentage of sales reflects supply chain

issues as well as increased cost pressures

which are expected to continue into 2023.

As with 2022, the challenges of 2023 re-

main, dealing with the effects of inflation and

continuing shortages in the labour market.

Solid further growth will come from bringing

on new stores with our full development

programme, introducing some innovations

in store design.

California

1,542

S TA FF

New initiatives, innovations

and improved store efficiencies

Solid further growth will come from

bringing on new stores with our full

development programme, introducing

innovations in store design.

75

STORES

TOTAL EBITDA ($NZ m)

20

8.5

21

23.8

22

17. 1

TOTAL SALES ($NZ m)

20

51.9

21

156.5

22

17 9.0

RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022LEADERSHIP FOR THE TIMES
Restaurant Brands’ Board of Directors

Ability & experience

José Parés

Chairman and Non-Executive Director

TERM OF OFFICE

Appointed Director 1 April 2019 and

appointed Chairman 10 July 2019.

Last re-elected 2022 Annual Meeting.

BOARD COMMITTEES

Member of the Audit and Risk Committee.

José is the Chief Executive Officer of Finac-

cess 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, Il, 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 Pan-

americana, 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 Whar

-

ton, San Francisco.

Emilio

Fullaondo

Independent Non-Executive Director

TERM OF OFFICE

Appointed Director 1 April 2019.

Last re-elected 2022 Annual Meeting.

BOARD COMMITTEES

Chairman of the Audit and Risk Committee,

Member of the Remuneration and

Nominations Committee and the Health

and Safety Committee.

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 resigna-

tion in January 2019.

Emilio is currently a director and Chairman

of the Audit and Control Committee of Am-

Rest 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.

Carlos

Fernández

Non-Executive Director

TERM OF OFFICE

Appointed Director 10 July 2019.

Last re-elected 2022 Annual Meeting.

Over the last 30 years, Carlos Fernandez 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 na-

tional and international companies, includ-

ing Banco Santander, SA (Spain), Anheuser

Bucsh (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 Finan-

ciero 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,

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 Pan-

americano de Alta Direccion de Empresa).

Luis Miguel

Álvarez

Non-Executive Director

TERM OF OFFICE

Appointed Director 10 July 2019.

Last re-elected 2022 Annual Meeting

BOARD COMMITTEES

Member of the Remuneration and

Nominations Committee.

Luis Miguel is a Board Member, Audit Com-

mittee Member and Investment Committee

Member of Finaccess, S.A.P.I. de C.V. (since

2013). He is also the Founder & CEO of Compi-

talia, S.A. de C.V., a family investment compa-

ny business which primarily invests directly

in target companies through equity holdings

and real estate investments, primarily in sec-

tors such as: consumer goods, restaurants,

real estate projects and financial funds.

For over 25 years Luis Miguel occupied dif-

ferent positions within several Grupo Modelo

entities (including the Vertical Companies

director of Grupo Modelo, S.A.B. de C.V., Pres-

ident & General Manager of Gmodelo Agricul-

ture, 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 Im

-

pulsora Agricola, S.A. and International CO2

Extraction LLC.

Luis Miguel is currently a Proprietary director

of AmRest Holdings SE 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 Panameri

-

cano de Alta Dirección de Empresa).

Huei Min

(Lyn) Lim

MNZM

Independent Non-Executive Director

TERM OF OFFICE

Appointed Director 10 July 2019.

Last re-elected 2022 Annual Meeting.

BOARD COMMITTEES

Chairman of the Health and Safety

Committee, Member of the Audit and Risk

Committee and the Remuneration and

Nominations Committee.

Lyn Lim has diverse board and committee

Chair experience. She is experienced in

investment structures, risk management,

HR, HSW, AML, dispute management

and resolution.

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.

Lyn has served on the Boards of SP Corpo-

ration Pte.Ltd (Singapore), AUT, New Zealand

Shareholders’ Association, Public Trust (and

chaired the Human Resources and Remu-

neration Committee), the New Zealand China

Trade Association, the Hong Kong and New

Zealand Business Association, New Zealand

Chinese Youth Trust (Chair), Foundation North

(the biggest and leading philanthropic entity

in New Zealand – Chair) and Middlemore

Foundation (Chair). She was 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 Uni-

versity of Canterbury and has 30 years of

legal practice specialising in commercial,

corporate and governance issues and dis

-

pute 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.

Stephen Ward

Independent Non-Executive Director

TERM OF OFFICE

Appointed Director 10 July 2019.

Last re-elected 2022 Annual Meeting.

BOARD COMMITTEES

Chairman of the Remuneration and

Nominations Committee, Member of the

Audit and Risk Committee and the Health

and Safety Committee.

Stephen Ward is a professional director with

diverse corporate governance experience

in New Zealand and Australia together with

extensive expertise as a corporate and com-

mercial lawyer in New Zealand.

Stephen is the non-executive Chair of Se-

cureFuture Wiri Limited. He is also a non-ex-

ecutive director of Huntington Commercial

Finance New Zealand Limited and Renais

-

sance Holdings (NZ) Limited. Stephen is the

Independent Chair of the Advisory Council for

the Financial Dispute Resolution Service and

a consultant of Simpson Grierson. He holds

voluntary positions on the Boards of Welling-

ton Free Ambulance, and The Life Flight Trust.

Stephen holds an LLB from the University

of Canterbury, is a member of the New Zea-

land Law Society and is a Chartered Member

of the New Zealand Institute of Directors.

Maria Elena

(Malena)

Pato-Castel

Independent Non-Executive Director

TERM OF OFFICE

Appointed Director 1 April 2021.

Last re-elected 2021 Annual 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 Com-

mittee). Her appointments included President

for AmRest Spain and, most recently Chief

Proprietary Brands Officer with responsibili-

ties 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 res

-

taurant operating company that grew from 14

to more than 130 restaurants prior to being

acquired by AmRest.

Malena is fluent in English, French and

Spanish and holds a Business Administra-

tion and Management (ADE) degree from the

ICADE School of Business and Economics.

PAGE 52RESTAURANT BRANDS’ BOARD OF DIRECTORSRESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022

RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022NON-GAAP FINANCIAL MEASURES

$NZ000’s

31 Dec 2022

52 weeks

vs Prior

%

31 Dec 2021

52 weeks

Sales

Total New Zealand sales529,15814.8461,120

Total Australia sales283,39716.1244,104

Total Hawaii sales2 47, 4 5 919.8206,506

Total California sales17 9,0 3 514.4156,516

Total sales1,239,04816.01,068,246

Other revenue5 9, 17 028.146,195

Total operating revenue1,298,21816.51,114,441

Cost of goods sold(1,077,075)(18.1)(912,359)

Gross margin221,1439.4202,082

Distribution expenses (8,244)3.6(8,555)

Marketing expenses(61,849)(10.8)(55,8 41)

General and administration expenses(61,445)(23.0)(49,974)

Government grants–n/a7, 1 6 5

Loan forgiveness–n/a11,419

Other items(2,900)31.3(4,219)

Operating profit 8 6 ,7 0 5(15.1)102,077

Financing expenses(44,528)( 2 2 .7 )(36,284)

Net profit before taxation42 , 17 7(35.9)65,793

Taxation expense (10,094)2 7. 4(13,912)

Total profit after taxation (NPAT)32,083(38.2)51,881

Concept EBITDA before G&A including

Government grants

% sales% sales

Total New Zealand89,54516.97. 583,31918.1

Total Australia31,20511.0(1.3)31,61413.0

Total Hawaii42,32217. 12 4 .733,93216.4

Total California17, 1 479.6(28.1)23,84915.2

Total concept EBITDA before G&A180,21914.54.317 2 ,7 1 416.2

Ratios

Net tangible assets per security (net tangible

assets divided by number of shares) in cents11.98.4

Cost of goods sold are direct costs of operating stores: food, paper, freight, labour and store overheads. Distribution expenses are

costs of distributing product from store. Marketing expenses are order centre, advertising and local store marketing expenses.

General and administration expenses (G&A) are non-store related overheads. Sales and concept EBITDA for each of the concepts

may not aggregate to the total due to rounding.

Consolidated income statement

FOR THE YEAR ENDED 31 DECEMBER 2022

The Group results are prepared in accordance with New Zealand Generally Accepted Accounting Practice (“NZ GAAP”) and comply with

New Zealand International Financial Reporting Standards (“NZ IFRS”). These financial statements include non-NZ GAAP financial measures

that are not prepared in accordance with NZ IFRS. The non-NZ GAAP financial measures used in this presentation are as follows:

– EBITDA including Government grants, G&A and other items. The Group calculates Earnings Before Interest, Tax, Depreciation and Amortisation

(“EBITDA”) before G&A (general and administration expenses) and other items by taking net profit before taxation and adding back (or deducting)

financing expenses, other items, depreciation, amortisation and G&A. The Group also refers to this measure as Store EBITDA before G&A and

other items. This measure provides the results of the Group’s core operating business and excludes those costs not directly attributable to

stores. This is believed to be a useful measure to assist in the understanding of the financial performance of the Group.

The term Store refers to the Group’s 10 operating divisions comprising the New Zealand brands (KFC, Pizza Hut, Taco Bell and Carl’s Jr.), the two

Australia brands (KFC and Taco Bell), the two Hawaii brands (Taco Bell and Pizza Hut), and the two California brands (KFC and Taco Bell). The

term G&A represents non-store related overheads.

– Total NPAT excluding the impact of NZ IFRS 16. Total Net Profit After Taxation (“NPAT”) excluding the impact of NZ IFRS16 is calculated by taking

profit after taxation attributable to shareholders and adding back (or deducting) lease items whilst also allowing for any tax impact of those

items. This measure reflects the performance of the business, excluding costs associated with the adoption of NZ IFRS 16 and is considered a

useful measure to assist with understanding the financial performance of the Group.

The Group believes that these non-NZ GAAP measures provide useful information to readers to assist in the understanding of the financial

performance and position of the Group but that they should not be viewed in isolation, nor considered as a substitute for measures reported

in accordance with IFRS. Non-NZ GAAP measures as reported by the Group may not be comparable to similarly titled amounts reported by

other companies.

The following is a reconciliation between these non-NZ GAAP measures and net profit after taxation:

$NZ000’s Note* 31 Dec 202231 Dec 2021

EBITDA including Government grants, before G&A and other items1180,01617 2 ,7 1 4

Depreciation(43,935)(36,94 4)

Net loss on sale of property, plant and equipment (included in depreciation)(952)(3,619)

Lease depreciation(41,282)(38,129)

Lease costs60,47353,993

Amortisation (included in cost of sales)(10,119)(9,231)

General and administration costs - area managers, general managers and support centre(54,596)(43,907)

Loan forgiveness-11,419

Other expenses(2,900)(4,219)

Operating profit8 6 ,7 0 5102,077

Financing expenses(44,528)(36,284)

Net profit before taxation 42 , 17 765,793

Taxation expense(10,094)(13,912)

Net profit after taxation32,08351,881

Add back IFRS 16 impact14,20813,586

Taxation expense on IFRS 16 impact(3,934)(3,986)

Total NPAT excluding the impact of NZ IFRS 16

242,35761,482

* Refers to the list of non-NZ GAAP measures as listed above.

Non-GAAP financial measures

FOR THE YEAR ENDED 31 DECEMBER 2022

PAGE 56PAGE 57FINANCIAL STATEMENTSRESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022
FINANCIAL

STATEMENTS

DECEMBER 2022CONTENTS

Restaurant Brands New Zealand Limited is pleased to present its financial statements.

The results are for the year ended 31 December 2022 as compared to the year ended

31 December 2021.

Note disclosures are grouped into five sections which the Directors consider most relevant

when evaluating the financial performance of the Group.

SectionNote Reference

Performance1–3

Funding and equity4–7

Working capital8–12

Long term assets13–15

Other notes16–26

Significant accounting policies which are relevant to an understanding of the financial

statements and which summarise the measurement basis used are provided throughout the

notes and are denoted by the highlighted text surrounding them.

Directors’ statement58

Consolidated statement

of comprehensive income

59

Consolidated statement

of changes in equity

60

Consolidated statement

of financial position

61

Consolidated statement

of cash flows

62

Notes to and forming part

of the financial statements

64

FINANCIAL STATEMENTSRESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022
Financial Statements December 2022

Consolidated statement of comprehensive income

FOR THE YEAR ENDED 31 DECEMBER 2022

Directors’ statement

FOR THE YEAR ENDED 31 DECEMBER 2022

$NZ000’s Note 31 Dec 202231 Dec 2021

Store sales revenue1,21,239,0481,068,246

Other revenue

1,25 9, 17 046,195

Total operating revenue1,298,2181,114,441

Cost of goods sold(1,077,075)(912,359)

Gross profit221,143202,082

Distribution expenses(8,244)(8,555)

Marketing expenses(61,849)(55,8 41)

General and administration expenses(61,445)(49,974)

Government grants

2-7, 1 6 5

Loan forgiveness

2-11,419

Other income

22,465945

Other expenses

2(5,365)(5,164)

Operating profit8 6 ,7 0 5102,077

Financing expenses

4(44,528)(36,284)

Profit before taxation42 , 17 765,793

Taxation expense

16(10,094)(13,912)

Profit after taxation attributable to shareholders32,08351,881

Other comprehensive income:

Exchange differences on translating foreign operations10,5156,558

Derivative hedging reserve9541,820

Income tax relating to components of other comprehensive income(182)(370)

Other comprehensive income for the period, net of tax11,2878,008

Total comprehensive income for the period attributable to shareholders43,37059,889

Basic and diluted earnings per share (cents)

32 5.7 241.58

The accompanying accounting policies and notes form an integral part of the financial statements.

Emilio Fullaondo

Director

28 February 2023

The Directors of Restaurant Brands New Zealand Limited (Restaurant Brands)

are pleased to present the financial statements for Restaurant Brands and its

subsidiaries (together the Group) for the year ended 31 December 2022 contained

on pages 59 to 92.

Financial statements for each financial period fairly present the financial position

of the Group and its financial performance and cash flows for that period and have

been prepared using appropriate accounting policies, consistently applied and

supported by reasonable judgments and estimates and all relevant consolidated

financial reporting and accounting standards have been followed.

Proper accounting records have been kept that enable, with reasonable accuracy,

the determination of the financial position of the Group and facilitate compliance of

the financial statements with the Financial Markets Conduct Act 2013.

Adequate steps have been taken to safeguard the assets of the Group to prevent

and detect fraud and other irregularities.

The Directors hereby approve and authorise for issue the financial statements for

the year ended 31 December 2022.

For and on behalf of the Board:

José Parés

Chairman

28 February 2023

FINANCIAL STATEMENTSRESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022
$NZ000’s Note 31 Dec 202231 Dec 2021

Non-current assets

Property, plant and equipment

13319,3022 7 6 ,74 8

Land held for development

117,0 8 4-

Right of use assets

146 0 7,7 6 5576,527

Sub-lease receivable962993

Other receivables-765

Intangible assets

15358,336348,216

Deferred tax asset

1643,62738,711

Total non-current assets1,337,0761,241,960

Current assets

Inventories

825,14022,261

Trade and other receivables

915,57011,012

Income tax receivable9,6169,452

Cash and cash equivalents

1029,86945,155

Total current assets80,1958 7, 8 8 0

Total assets1 , 417, 2 7 1 1,329,840

Equity attributable to shareholders

Share capital

7154,565154,565

Reserves

78,935(2,352)

Retained earnings129,6841 3 7, 5 2 4

Total equity attributable to shareholders293,1842 8 9,7 3 7

Non-current liabilities

Provisions

174,8584,479

Deferred income

1880417 3

Loans

4280,281246,887

Lease liabilities

14685,332643,072

Deferred tax liabilities

16-1,136

Total non-current liabilities971,2758 9 5 ,747

Current liabilities

Income tax payable1,4805,280

Trade and other payables

12119,290110,476

Provisions

171,8661,304

Lease liabilities

1429,59925,609

Deferred income

18577770

Derivative financial instruments

5-917

Total current liabilities152,812144,356

Total liabilities1,124,0871,040,103

Total equity and liabilities1 , 417, 2 7 11,329,840

The accompanying accounting policies and notes form an integral part of the financial statements.

Consolidated statement of financial position

AS AT 31 DECEMBER 2022

Consolidated statement of changes in equity

FOR THE YEAR ENDED 31 DECEMBER 2022

$NZ000’s Note

Share

capital

Foreign

currency

translation

reserve

Derivative

hedging

reserve

Retained

earningsTotal

For the year ended 31 December 2021

Balance at 1 January 2021154,565(8,038)(2,322)85,643 229,848

Comprehensive income

Profit after taxation attributable to shareholders – – – 51,88151,881

Other comprehensive income

Movement in foreign currency translation reserve – 6,558 – – 6,558

Movement in derivative hedging reserve – – 1,450 – 1,450

Total other comprehensive income – 6,5581,450 – 8,008

Total comprehensive income – 6,5581,45051,881 59,889

Balance as at 31 December 2021

7154,565(1,480)(872)1 3 7, 5 2 42 8 9,7 3 7

For the year ended 31 December 2022

Balance at 1 January 2022154,565 (1,480)(872)1 3 7, 5 2 4 2 8 9,7 3 7

Comprehensive income

Profit after taxation attributable to shareholders–– – 32,08332,083

Other comprehensive income

Movement in foreign currency translation reserve–10,415100–10,515

Movement in derivative hedging reserve – –772–772

Total other comprehensive income – 10,415872 – 11,287

Total comprehensive income – 10,41587232,08343,370

Transactions with owners

Net dividend distributed–––(39,923)(39,923)

Total transactions with owners–––(39,923)(39,923)

Balance as at 31 December 2022

7154,565 8,935–129,684293,184

The accompanying accounting policies and notes form an integral part of the financial statements.

FINANCIAL STATEMENTSRESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022
Consolidated statement of cash flows (continued)

Consolidated statement of cash flows

FOR THE YEAR ENDED 31 DECEMBER 2022

$NZ000’s Note 31 Dec 202231 Dec 2021

Cash flow from operating activities

Cash was provided by/(applied to):

Receipts from customers 1,295,5201,114,474

Receipts from Government grants

2 -7, 1 6 5

Payments to suppliers and employees(1,109,499)(940,494)

Interest paid(10,901)( 6 ,7 0 1 )

Interest paid on leases

14(33,429)(29,450)

Payment of income tax(20,097)(18,619)

Net cash from operating activities 121,594126,375

Cash flow from investing activities

Cash was (applied to)/provided by:

Acquisition of business

25(1,087)( 2 7, 9 9 2 )

Payments for intangibles(1,559)(2,889)

Purchase of property, plant and equipment(90,515)(82,564)

Proceeds from the disposal of property, plant and equipment1,5912,620

Landlord contributions received -1,257

Net cash used in investing activities(91,570)(109,568)

Cash flow from financing activities

Cash was provided by/(applied to):

Proceeds from loans5 2 7, 8 3 4370,529

Repayment of loans(506,397)(356,046)

Dividend paid to shareholders(39,923)-

Payments for lease principal

14( 2 7,0 4 4)(24,543)

Net cash used in financing activities(45,530)(10,060)

Net (decrease) / increase in cash and cash equivalents(15,506)6 ,747

Cash and cash equivalents at beginning of the year45,15535,666

Opening cash balances acquired on acquisition-1,264

Foreign exchange movements2201,478

Cash and cash equivalents at the end of the year29,86945,155

Cash and cash equivalents comprise:

Cash on hand

10678640

Cash at bank

1029,1914 4,515

29,86945,155

The accompanying accounting policies and notes form an integral part of the financial statements.

$NZ000’s Note 31 Dec 202231 Dec 2021

Reconciliation of profit after taxation with net cash from

operating activities:

Total profit after taxation attributable to shareholders 32,08351,881

Add items classified as investing activities

Gain on acquisition

2 (842)-

Loss on disposal of property, plant and equipment 9492,673

107 2,673

Add/(less) non-cash items

Depreciation 85,22075,931

Loan forgiveness

2 -(11,419)

Lease termination -(233)

Increase/(decrease) in provisions 941(145)

Amortisation 10,1189,231

Impairment of property, plant and equipment 1,209 -

Net (increase) / decrease in deferred tax asset (6, 217 )536

91,27173,901

Add/(less) movement in working capital

Increase in inventories (2,648)(5,526)

Decrease in trade and other receivables 1,2651,094

Increase in trade and other payables 3,3037, 5 9 7

Decrease in income tax payable (3 ,7 8 7 )(5,245)

(1,867)(2,080)

Net cash from operating activities 121,594126,375

Reconciliation of movement in loans

Opening balance246,887235,639

Net cash flow from financing activities 21,43714,483

(Increase) / decrease in prepaid facility costs (92)256

Loan forgiveness -(11,419)

Foreign exchange movement12,0497, 9 2 8

Closing balance

280,281246,887

The accompanying accounting policies and notes form an integral part of the financial statements.

FOR THE YEAR ENDED 31 DECEMBER 2022

FINANCIAL STATEMENTS
Notes to and forming

part of the financial

statements

FOR THE YEAR ENDED 31 DECEMBER 2022

NOTEPAGE

Basis of preparation65

Performance

1. Segmental reporting67

2. Revenue and expenses69

3. Earnings per share71

Funding and equity

4. Loans72

5. Derivatives and hedge accounting73

6. Financial risk management75

7. Equity and reserves77

Working capital

8. Inventories77

9. Trade and other receivables78

10. Cash and cash equivalents78

11. Land held for development79

12. Trade and other payables79

Long term assets

13. Property, plant and equipment80

14. NZ IFRS 16 - Leases82

15. Intangibles83

Other notes

16. Taxation86

17. Provisions88

18. Deferred income88

19. Related party transactions89

20. Commitments89

21. Contingent liabilities89

22. Subsequent events90

23. Fees paid to auditor90

24. Donations90

25. Business combinations90

26. Deed of Cross Guarantee91

Reporting entity

The reporting entity is the consolidated group (the “Group”) comprising the economic entity Restaurant Brands New Zealand Limited (the

“Company”) and its subsidiaries. Restaurant Brands New Zealand is a limited liability company incorporated and domiciled in New Zealand.

The principal activity of the Group is the operation of quick service and takeaway restaurant concepts in New Zealand, Australia, California,

and Hawaii (including Saipan and Guam).

Restaurant Brands New Zealand Limited is registered under the Companies Act 1993 and is a FMC reporting entity under Part 7 of the

Financial Markets Conduct Act 2013. The address of its registered office is Level 3, Building 7, Central Park, 666 Great South Road, Penrose,

Auckland. The Company is listed on the New Zealand Stock Exchange (“NZX”) and the Australian Securities Exchange (“ASX”). The Group is

designated as a for-profit entity for financial reporting purposes.

Subsidiaries of the Company are as follows:

NAMEN AT U R E

Restaurant Brands LimitedRestaurant operating

Restaurant Brands Australia Pty LimitedRestaurant operating

QSR Pty LimitedRestaurant operating

Taco Aloha Inc.Restaurant operating

Hawaii Pizza Hut Inc.Restaurant operating

Pizza Hut of Guam, Inc.Restaurant operating

Pizza Hut of Saipan, Inc.Restaurant operating

TB Guam Inc.Restaurant operating

RBD California Restaurants LimitedRestaurant operating

RBD US Holdings LimitedInvestment holding

Pacific Island Restaurants Inc.Investment holding

TD Food Group Inc.Investment holding

RB Holdings LimitedInvestment holding

RBP Holdings LimitedInvestment holding

RBDNZ Holdings LimitedInvestment holding

RBN Holdings LimitedInvestment holding

Restaurant Brands Australia Holdings Pty LimitedInvestment holding

Restaurant Brands Properties LimitedProperty holding

Restaurant Brands Nominees LimitedEmployee share option plan trustee

Restaurant Brands Pizza LimitedNon-trading

Basis of preparation

The financial statements of the Group have been prepared in accordance with:

–New Zealand Generally Accepted Accounting Practice (“NZ GAAP”)

–Part 7 of the Financial Markets Conduct Act 2013

–NZX Main Board Listing Rules

They comply with New Zealand equivalents to International Financial Reporting Standards (“NZ IFRS”), NZ IFRIC interpretations, and other

applicable Financial Reporting Standards, as appropriate for a for-profit entity. The financial statements comply with International Financial

Reporting Standards (“IFRS”) as issued by the IASB.

The measurement basis adopted in the preparation of these financial statements is historical cost, modified by the revaluation of certain

investments and financial instruments as identified in the accompanying notes. The financial statements are presented in New Zealand

dollars, rounded where necessary to the nearest thousand dollars. The principal accounting policies applied in the preparation of these

financial statements are set out in the accompanying notes including where an accounting policy choice is provided by NZ IFRS, is new or

has changed, is specific to the Group’s operations or is significant or material. These policies have been consistently applied to all the periods

presented, unless otherwise stated.

PAGE 64

Basis of preparation

FOR THE YEAR ENDED 31 DECEMBER 2022

RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022

FINANCIAL STATEMENTSRESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022
Performance

1. SEGMENTAL REPORTING

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision makers.

The Group is split into four geographically distinct operating divisions; New Zealand, Australia, Hawaii and California. The chief operating

decision makers, responsible for allocating resources and assessing performance of the operating segments, have been identified as the

Group Chief Executive Officer (Group CEO) and Group Chief Financial Officer (Group CFO). The chief operating decision makers consider

the performance of the business from a geographic perspective, being New Zealand, Australia, Hawaii (including Guam and Saipan) and

California while the performance of the corporate support function is assessed separately.

The Group is therefore organised into four operating segments, depicting the four geographic regions the Group operates in and the

corporate support function located in New Zealand. All segments operate quick service and takeaway restaurant concepts. All operating

revenue is from external customers.

The Group evaluates performance and allocates resources to its operating segments on the basis of segment assets, segment revenues,

concept EBITDA before general and administration expenses, NZ IFRS 16 and operating profit before other items. Operating profit refers to

earnings before interest and taxation. Operating revenue is from external customers.

Segment assets include items directly attributable to the segment (i.e. property, plant and equipment, intangible assets and inventories).

Segment capital expenditure is the total cost incurred during the period to acquire property, plant and equipment and intangible assets other

than goodwill. The Group has not disclosed segment liabilities as the chief operating decision makers evaluate performance and allocate

resources purely on the basis of aggregated Group liabilities.

31 December 2022

$NZ000’s New ZealandAustraliaHawaiiCalifornia

Corporate

support

functionTotal

Business segment

Store sales revenue529,157283,3972 47, 4 5 9179,035-1,239,048

Other revenue56,9611,329880--5 9,17 0

Total operating revenue 586,1182 8 4 ,7 2 6248,33917 9,0 3 5-1,298,218

EBITDA before general and administration expenses,

NZ IFRS 16 and other items


89,405 31,18442,30417, 1 2 3 –180,016

General and administration expenses (16,521)(14,293)(10,862)(9,024)(3,896)(54,596)

72,884 16,891 31,442 8,099(3,896) 125,420

Other income -1,622-843-2,465

Other expenses(698)(1,0 47 )-915(4,535)(5,365)

Depreciation(20,235)(12,480)(7,976)(4,17 2 )(24)(44,887)

Amortisation(1,538)(1,308)(1,378)( 5 ,7 8 4)(110)(10,118)

Operating profit before NZ IFRS 1650,4133,67822,088(99)(8,565)6 7, 51 5

Adjustment for NZ IFRS 169,4524,9452,4502,343–19,190

Operating profit59,8658,62324,5382,244 (8,565)8 6 ,7 0 5

Financing expenses(13,496)(12,838)(6,092)(12,090)(12)(44,528)

Taxation expenses(12,113)1,329(4,758)3,1552,293(10,094)

Net profit after taxation (NPAT)34,256(2,886)13,688(6,691)(6,284)32,083

Current assets3 7,0 4 416,96416,9809,207–80,195

Non-current assets17 7,6 2 7224,925197,6201 2 8 ,17 7-728,349

Non-current lease assets

(excluding lease deferred tax)187,777155,35588,55417 7,0 41-6 0 8 ,7 2 7

Total assets402,4483 9 7, 2 4 4303,154314,425-1 , 417, 2 7 1

Capital expenditure including intangibles43,07823,10514,4021 0 ,7 2 5–91,310

New standards and amendments

There are various standards, amendments and interpretations which are published but not yet effective and were assessed as having an

immaterial impact on the Group. There are no NZ IFRS, NZ IFRIC interpretations or other applicable IFRS that are effective for the first time

for the financial year beginning on or after 1 January 2022 that had a material impact on the financial statements.

Use of non-GAAP measures within the financial statements

The financial statements include non-GAAP financial measures that are not prepared in accordance with NZ IFRS. The non-GAAP financial

measures used in the financial statements are referenced below along with an explanation as to why these measures provide relevant and

reliable information for investors and how the Group uses the information internally:

– Operating profit before NZ IFRS 16 - Operating profit before NZ IFRS 16 is used by the Group to review the underlying operating profit without the

non-cash adjustment relating to NZ IFRS 16 - Leases. This is how many of the external users of the financial statements also view the performance

of the business.

– EBITDA - Earnings Before Interest, Tax, Depreciation and Amortisation is a key business measure that provides information on the business on

a cash basis before funding and tax costs. This is a key measure used by the banks, with the Group’s debt covenants based on this figure, and

also is a key assumption within the impairment testing because it reflects how management evaluates and manages the performance of its cash

generating units.

– EBITDA before general and administration expenses, NZ IFRS 16 and other items - The Group calculates Earnings Before Interest, Tax,

Depreciation and Amortisation (“EBITDA”) before G&A (general and administration expenses) and other items by taking net profit before

taxation and adding back (or deducting) financing expenses, other items, depreciation, amortisation and G&A. The Group also refers to

this measure as Concept EBITDA before G&A and other items. This measure provides the results of the Group’s core operating business

and excludes those costs not directly attributable to stores. This is believed to be a useful measure to assist in the understanding of the

financial performance of the Group.

– Net profit after taxation excluding NZ IFRS 16 - This is calculated by taking profit after taxation attributable to shareholders and adding back (or

deducting) lease items whilst also allowing for any tax impact of those items. This measure reflects the performance of the business, excluding

costs associated with NZ IFRS 16 and is considered a useful measure to assist with understanding the financial performance of the Group.

– Capital expenditure including intangibles - This represents additions to property, plant and equipment and intangible assets. This measure

represents the amount of investment in the business and is therefore a useful measure to assist the understanding of the Group’s financial position.

– Other items - These relate to non-core business items disclosed as other income and other expenses as set out in note 2.

References to EBITA, EBITDA and EBITDAL within note 4 relate to the debt covenants specified by the banks and therefore these constitute

non-GAAP measures used by the Group within the financial statements.

The Group believes that these non-GAAP measures provide useful information to readers to assist in the understanding of the financial

performance and position of the Group but that they should not be viewed in isolation, nor considered as a substitute for measures reported

in accordance with NZ IFRS. The non-GAAP measures presented do not have a standardised meaning prescribed by GAAP and therefore may

not be comparable to similar financial information presented by other entities. These non-GAAP measures are used by the key management

in making the business decisions for the Group as shown in note 1.

These audited financial statements were authorised for issue on 28 February 2023 by the Board of Directors who do not have the power to

amend afterwards.

Judgments and estimations

Significant accounting policies and critical estimates and assumptions are disclosed in the relevant notes to the consolidated financial

statements and identified using coloured boxes. By definition these will seldom equal the actual results. Estimates and judgments are

continually verified, and are based on professional experience and various factors, including expectations of future events, that are deemed

to be justified in given circumstances. Revisions to estimates are recognised prospectively. These policies have been consistently applied to

all the years presented, unless otherwise stated.

All companies face risks and opportunities derived from the climate and are having to make strategic decisions in this area. In 2022, the

Group established an ESG Management Committee to assess the relevant climate risks that impact the business in conjunction with climate-

related disclosure requirements that will be applicable in the future. The impacts of climate risks on financial statements are broad and

potentially complex and will depend on the specific risks of the sector.

When the future is analysed, probability scenarios are presented where not only the physical consequences of climate change are assessed,

but also the changes in environmental regulations to face it. Both physical risks such as susceptibility of stores and other key locations

to rising sea levels and flooding, and transitional risks pose a number of threats and opportunities to overall financial stability, potentially

influencing financial markets in the future.

The Group has performed an initial assessment of potential climate-related risks and considered the location of the restaurants and other

key operations in each region that it operates in and concluded that there is no material impact on the current financial statements. Climate

risk has been incorporated into the estimates and judgments in relation to the future use of assets for accounting purposes, there is no

material impact on the current financial statements.

Notes to and forming part of the

financial statements

FOR THE YEAR ENDED 31 DECEMBER 2022

Basis of preparation (continued)

FOR THE YEAR ENDED 31 DECEMBER 2022

FINANCIAL STATEMENTSRESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022
2. REVENUE AND EXPENSES

OPERATING REVENUE

Store sales revenue

Store sales revenue from the sale of goods is recognised at point of sale, measured at the fair value of the consideration received, net of

returns, discounts, and excluding GST.

Other revenue

Other revenue includes sale of goods and services to independent franchisees. Sale of goods, including cost of freight, are recognised similar

to store sales revenue. Sale of services is recognised over time as the independent franchisee simultaneously receives and consumes the

benefit provided by the Group. Royalties received are based on the revenue generated by the independent franchisees, recognised over time.

Also included in other revenue is revenue related to the sale of new stores developed and constructed under contract to franchisees. Under

the terms of the contracts, the Group is contractually restricted from redirecting the properties to another customer and has an enforceable

right to payment for work done. Revenue from construction of stores is therefore recognised over time using a cost-to-cost method i.e. based

on the portion of the contracted costs incurred for work performed to date relative to the estimated total cost.

OPERATING EXPENSES

Royalties paid

$NZ000’s 31 Dec 202231 Dec 2021

Royalties paid72,39362,533

Royalties are recognised as an expense as revenue is earned.

Wages and salaries

$NZ000’s 31 Dec 202231 Dec 2021

Wages and salaries3 47, 9 5 7310,654

(Increase)/decrease in liability for long service leave(455)259

3 47, 5 0 2310,913

Liabilities for wages and salaries, including non-monetary benefits and accumulating sick leave, that are expected to be settled wholly within

12 months after the end of the period in which the employees render the related service are recognised in respect of employees’ services up

to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled.

31 December 2021

$NZ000’s New ZealandAustraliaHawaiiCalifornia

Corporate

support

functionTotal

Business segment

Store sales revenue461,120244,104206,506156,516-1,068,246

Other revenue46,195----46,195

Total operating revenue 5 0 7, 3 1 5244,104206,506156,516-1,114,441

EBITDA before general and administration expenses,

NZ IFRS 16 and other items


76,15431,61433,93223,849–165,549

Government grants7, 1 6 5----7, 1 6 5

General and administration expenses(13,853)(10,870)(8,940)(8,146)( 2,417 )(44,226)

69,4662 0,74 424,9921 5,7 0 3( 2 , 417 )128,488

Other income945-11,419--12,364

Other expenses95(726)-(641)(3,892)(5,164)

Depreciation(18,446)(10,357)( 7,7 7 9 )(3,643)(17 )(40,242)

Amortisation( 1 ,7 0 7 )(1,198)(1,266)(5,060)-(9,231)

Operating profit before NZ IFRS 1650,3538,4632 7, 3 6 66,359(6,326)86,215

Adjustment for NZ IFRS 168,1874,2791,8601,536–15,862

Operating profit58,5401 2 ,74 229,2267, 8 9 5(6,326)102,077

Financing expenses(12,470)(10,921)(4,854)(8,295)256(36,284)

Taxation expenses(12,200)(4 47 )(3,423)4581 ,7 0 0(13,912)

Net profit after taxation (NPAT)33,8701 ,37420,94958(4,370)51,881

Current assets49,60612,60814,9011 0 ,7 6 5–8 7, 8 8 0

Non-current assets155,956213,67217 9,7 6 4115,048-664,440

Non-current lease assets

(excluding lease deferred tax)184,393151,65978,643162,825–5 7 7, 5 2 0

Total assets389,955377,939273,308288,638-1,329,840

Capital expenditure including intangibles40,31221,51817,7 0 65 ,7 9 8–85,334

1.1 RECONCILIATION BETWEEN OPERATING PROFIT AND NET PROFIT AFTER TAXATION EXCLUDING NZ IFRS 16

$NZ000’s 31 Dec 202231 Dec 2021

Operating profit8 6 ,7 0 5102,077

Financing expenses(44,528)(36,284)

Net profit before taxation42 , 17 765,793

Taxation expense(10,094)(13,912)

Net profit after taxation32,08351,881

Add back net financing impact of NZ IFRS 1614,20813,586

Less taxation expense on NZ IFRS 16(3,934)(3,985)

Net profit after taxation excluding NZ IFRS 1642,35761,482

Notes to and forming part of the financial statements (continued)Notes to and forming part of the financial statements (continued)

FOR THE YEAR ENDED 31 DECEMBER 2022FOR THE YEAR ENDED 31 DECEMBER 2022

FINANCIAL STATEMENTSRESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022
Government grants

$NZ000’s 31 Dec 202231 Dec 2021

Government grants-7, 1 6 5

During 2021 as part of the New Zealand Government’s response to COVID-19 the Group received a Government wage subsidy of $7.2 million

due to an Alert Level 4 lockdown initiated in August 2021. This has been included as a separate line item on the consolidated statement of

comprehensive income. The Group views these as a credit against wage and salaries costs, however due to the material nature of the subsidy

it has been disclosed separately. It has been included as receipts from Government grants in the consolidated statement of cash flows.

Government grants are recognised when there is reasonable assurance that the company will comply with the conditions attached to the grant

and the grant will be received. A forgivable loan from the government is treated as a government grant when there is reasonable assurance that

the company will meet the terms for forgiveness of the loan.

The Group will recognise a grant using the income approach with the grant recognised in profit and loss over the period in which the company

recognises as expenses the related costs for which the grant is intended to compensate.

Lease expenses

$NZ000’s 31 Dec 202231 Dec 2021

Lease expenses7, 9 6 05,222

This relates to short term and variable lease costs included in the consolidated statement of comprehensive income not included in NZ IFRS

16 costs. Included in the above is rent relief of $0.2 million (Dec 2021: $0.5 million) which has been received during the year and has been

included as a negative variable rent within the consolidated statement of comprehensive income. Contracts with abatement clauses total

$0.1 million (Dec 2021: $0.3 million) whilst those without abatement clauses total $0.1 million (Dec 2021: $0.2 million).

Other income

$NZ000’s 31 Dec 202231 Dec 2021

Insurance recovery1,623-

Gain on acquisition842-

Net gain on the sale of stores-945

Loan forgiveness-11,419

2,46512,364

Insurance recovery

This relates to the value of assets replaced following flood damage in Australia being higher than the carrying value of the assets being replaced

under a full replacement insurance policy. Proceeds of $2.0 million was received off-set by $0.4 million of assets write-offs.

Gain on acquisition

This is the result of the net assets included in an acquisition of a store in California being higher than the net consideration paid, refer note 25.

Net gain on the sale of stores

During 2021 the Group sold five Pizza Hut stores to independent franchisees resulting in a gain of $0.9 million.

Loan forgiveness

In June 2021 the Hawaii Paycheck Protection Programme loan was forgiven by the US Small Business Association. This amount is shown on a

separate line in the consolidated statement of comprehensive income due to its material nature. The loan forgiveness has been shown as a non-cash

item in the cash flow reconciliation of profit after taxation with net cash from operating activities.

Other expenses

$NZ000’s 31 Dec 202231 Dec 2021

Acquisition costs-(715)

IT system implementation (4,014)(4,189)

Unused franchise rights-(260)

Store closure(1,047 )-

Net impairment of fixed assets(162)-

Other(142)-

Total other expenses(5,365)(5,164)

IT system implementation

As a result of an agenda decision issued in 2021 by the International Financial Reporting Interpretation Committee (IFRIC) clarifying the

accounting treatment for software implementation costs in cloud computing arrangements, the Group expensed $4.0 million in relation to

its group-wide IT system implementation during the year (Dec 2021: $4.2 million).

Store closure

Costs relating to the closure of a Taco Bell store in Australia following the decision to permanently close the store including the write-off of

the net book value of the store’s fixed assets.

Net impairment of fixed assets

Following a detailed review of all operating stores, previous asset impairments provisions of $3.1 million relating to stores in New Zealand and

California were released whilst $3.3 million of new impairments on stores in New Zealand, Australia and California were taken up. The Group

has $3.6 million in asset impairment provisions at 31 December 2022, refer note 13.

3. EARNINGS PER SHARE

31 Dec 202231 Dec 2021

Basic earnings per share

Profit after taxation attributable to the shareholders ($NZ000’s)32,08351,881

Weighted average number of shares on issue (000’s)1 2 4 ,7 5 9124,759

Basic earnings per share (cents)2 5.7 241.58

Diluted earnings per share

Profit after taxation attributable to the shareholders ($NZ000’s)32,08351,881

Weighted average number of shares on issue (000’s)1 2 4 ,7 5 9124,759

Basic earnings per share (cents)2 5.7 241.58

Basic earnings per share (EPS) is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted

average number of ordinary shares outstanding during the period. Diluted EPS reflects any commitments the Company has to issue shares in

the future that would decrease EPS. There are no commitments of this nature currently in place.

Notes to and forming part of the financial statements (continued)Notes to and forming part of the financial statements (continued)

FOR THE YEAR ENDED 31 DECEMBER 2022FOR THE YEAR ENDED 31 DECEMBER 2022

FINANCIAL STATEMENTSRESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022
Funding And Equity

4. LOANS

$NZ000’s31 Dec 202231 Dec 2021

Secured bank loans denominated in:

NZD29,00010,000

AUD92,82180,671

USD159,0551 5 6 ,7 1 9

Secured bank loans 280,8762 47, 3 9 0

A loan is classified as current if it is due for repayment within 12 months of the Group’s year end.

Current--

Non-current280,876 2 47, 3 9 0

Secured bank loans 280,8762 47, 3 9 0

$NZ000’s

Secured bank loans280,8762 47, 3 9 0

Less prepaid facility fees(595)(503)

Loan balance280,281246,887

Included in the loans balance in the consolidated statement of financial position is $0.6 million (Dec 2021: $0.5 million) relating to prepaid

facility fees that are being amortised over the term of the loan facilities.

Facilities

On 15 December 2022 the Group renewed its bank facilities as the majority of the 2020 facility was expiring on 1 May 2023. The facilities are

split between NZD, USD and AUD tranches, most of the tranches are four year terms with the remainder expiring in five years.

The Group has loan facilities in place totalling $374.9 million with the following financial institutions:

– Westpac Banking Corporation - $NZ20.0 million and $A70.0 million facility with $NZ12.0 million and $A42.0 million expiring on 14 December

2026 with the remaining $NZ8.0 million and $A28.0 million expiring on 14 December 2027,

– Bank of China - $NZ20.0 million and $A40.0 million facility with $NZ12.0 million and $A24.0 million expiring on 14 December 2026 with the

remaining $NZ8.0 million and $A16.0 million expiring on 14 December 2027,

– J P Morgan - $US75.0 million facility with $US45.0 million expiring on 14 December 2026 with the remaining $US30.0 million expiring on

14 December 2027, and

– Rabobank - $NZ20.0 million and $US50.0 million facility with $NZ12.0 million and $US30.0 million expiring on 14 December 2026 with the

remaining $NZ8.0 million and $US20.0 million expiring on 14 December 2027.

Security

As security over the AUD and NZD loans, banks hold a negative pledge deed between Restaurant Brands New Zealand Limited and all its

Australian and New Zealand subsidiary companies. The negative pledge deed includes all obligations and cross guarantees between the

guaranteeing subsidiaries.

As security over the USD debt facility, the bank holds guarantees and security over the USA businesses (Hawaii and California).

The Group also has indemnity guarantees of $3.5 million across various properties leased in New Zealand and Australia, a standby letter of

credit of $4.0 million in California, and a standby letter of credit in Hawaii of $0.5 million.

The Group is subject to a number of externally imposed bank covenants as part of the terms of its secured bank loan facilities.

The most significant covenants relating directly to capital management are the ratio of total debt to earnings before interest, tax and

amortisation (EBITA) and restrictions relating to acquiring its own shares. The covenants are unchanged from the previous facility.

The specific covenants relating to financial ratios the Group is required to meet under the new agreements are:

–debt coverage ratio (i.e. net debt to EBITDA),

– fixed charge coverage ratio (EBITDAL to fixed charges), with EBITDAL being EBITDA before lease costs, fixed charges comprising interest

and lease costs,

–guaranteeing Group assets ratio (i.e. total guaranteeing Group tangible assets to total consolidated Group tangible assets), and

–guaranteeing Group earnings ratio (i.e. non-guaranteeing Group EBITDA to the consolidated Group EBITDA).

These ratios exclude the impact of NZ IFRS 16 - Leases.

The covenants are reported to the bank on a six monthly basis, whilst the Board reviews covenant compliance on a monthly basis.

There have been no breaches of the covenants during the period (Dec 2021: no breaches). There are also no forecast breaches of covenants.

The carrying value equates to fair value. For more information about the Group’s exposure to interest rate and foreign currency risk

see note 6.

Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any

difference between the proceeds (net of transaction costs) and the redemption value, if any, is recognised in the consolidated statement of

comprehensive income over the period of the borrowings using the effective interest method.

Financing expense

$NZ000’s31 Dec 202231 Dec 2021

Financing expense – lease33,39929,450

Finance expense – bank11,1296,834

Financing expenses44,52836,284

Included within the period ended 31 December 2022 is $33.4 million (Dec 2021: $29.5 million) of interest relating to leases recognised in

accordance with NZ IFRS 16.

Financing expenses comprise: interest payable on borrowings calculated using the effective interest rate method; interest received on funds

invested calculated using the effective interest rate method; lease interest (note 14); foreign exchange gains and losses; gains and losses on

certain financial instruments that are recognised in profit or loss in the consolidated statement of comprehensive income; unwinding of the

discount on provisions and impairment losses on financial assets.

5. DERIVATIVES AND HEDGE ACCOUNTING

$NZ000’s31 Dec 202231 Dec 2021

Term

Fair value of interest rate swaps-917

Derivative financial instruments-917

Change in fair value of interest rate swaps-1 ,7 8 1

Change in value of hedge item used to determine hedge effectiveness-( 1 ,7 8 1 )

The Group currently does not hold any interest rate swaps with a number of previously held swaps maturing during the year not being replaced.

Notes to and forming part of the financial statements (continued)Notes to and forming part of the financial statements (continued)

FOR THE YEAR ENDED 31 DECEMBER 2022FOR THE YEAR ENDED 31 DECEMBER 2022

FINANCIAL STATEMENTSRESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022
Financial Assets

The Group classifies its financial assets as those to be measured at amortised cost (loans, receivables and non-derivative financial instruments),

and those to be measured subsequently at fair value either through OCI or through profit or loss (derivative financial instruments).

Financial assets held at amortised cost

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They

are included in current assets, except for maturities greater than 12 months after the balance sheet date. These are classified as non-current

assets. The Group’s loans and receivables comprise trade receivables, other debtors and cash and cash equivalents in the consolidated

statement of financial position.

Financial assets that are stated at cost or amortised cost are reviewed individually at balance date to determine whether there is objective

evidence of impairment. Any impairment losses are recognised in profit or loss in the consolidated statement of comprehensive income.

Financial instruments

A financial instrument is recognised when the Group becomes a party to the contractual provisions of the instrument. Financial assets

are derecognised when the Group’s contractual rights to the cash flows from the financial assets expire or when the Group transfers the

financial asset to another party without retaining control or substantially all risks and rewards of the asset. Regular way purchases and sales of

financial assets are accounted for at trade date, i.e. the date that the Group commits itself to purchase or sell the asset. Financial liabilities are

derecognised when the Group’s obligations specified in the contract expire or are discharged or cancelled.

Non-derivative financial instruments

Non-derivative financial instruments comprise trade receivables and other debtors, which are initially recognised at fair value plus transaction

costs and subsequently measured at amortised cost, cash and cash equivalents, loans and borrowings (initially recognised at fair value plus

transaction costs and subsequently measured at amortised cost), and trade and other payables which are initially recognised at fair value and

subsequently measured at amortised cost.

Derivative financial instruments

The Group uses derivative financial instruments to manage the exposures that arise due to movements in foreign currency exchange rates

and interest rates arising from operational, financing and investment activities. The Group does not hold derivative financial instruments

for trading purposes. However, derivatives that do not qualify for hedge accounting are accounted for at fair value through profit or loss.

Embedded derivatives are separated from the host contract and accounted for separately if the economic characteristics and risks of the host

contract and the embedded derivative are not closely related, a separate instrument with the same terms as the embedded derivative would

meet the definition of a derivative, and the combined instrument is not measured at fair value through profit or loss.

Financial assets and financial liabilities by category

$NZ000’s31 Dec 202231 Dec 2021

Loans and receivables

Trade receivables6,0233 ,7 17

Other receivables3,4161,332

Cash and cash equivalents 29,86945,155

39,30850,204

Derivatives used for hedging

Derivative financial instruments – liabilities -917

-917

Financial liabilities at amortised cost

Loans (excluding prepaid facility fees)280,8762 47, 3 9 0

Trade and other payables (excluding indirect and other taxes and employee benefits)81,46977,677

362,372325,067

6. FINANCIAL RISK MANAGEMENT

Exposure to credit, interest rate and foreign currency risks arises in the normal course of the Group’s business. Derivative financial

instruments may be used to hedge exposure to fluctuations in foreign currency exchange rates and interest rates.

(a) Foreign currency risk

The Group is exposed to foreign currency risk on purchases that are denominated in a currency other than the New Zealand dollar. The

currencies giving rise to this risk are primarily Australian dollars and United States dollars.

The direct exposure to foreign currency risk is small and is primarily confined to raw material purchases, some items of capital equipment

and some franchise fee payments. Where any one item is significant, the Group will specifically hedge its exposure.

The Group has an indirect exposure to foreign currency risk on some of its locally sourced ingredients, where those ingredients in turn have

a high imported component. Where this is significant the Group contracts to a known purchase price with its domestic supplier based on a

forward cover position taken by that supplier on its imported components. There is currently no hedging cover in place.

The Group has a foreign currency risk on its assets and liabilities that are denominated in Australian and US dollars as part of its Australian

and US investments.

(b) Interest rate risk

The Group’s main interest rate risk arises from bank loans. Based on a number of scenarios, the Group calculates the impact on profit or loss

of a defined interest rate shift. Based on these scenarios the maximum loss potential is assessed by management as to whether it is within

acceptable limits.

Where necessary the Group hedges its exposure to changes in interest rates primarily through the use of interest rate swaps. There are

guidelines as to the minimum prescribed level of hedging (zero to 100 percent), set out by the Board, however the Board reviews all swaps

before they are entered into.

(c) Liquidity risk

In respect of the Group’s cash balances, non-derivative financial liabilities and derivative financial liabilities, the following table analyses the

amounts into relevant maturity groupings based on the remaining period at balance date to the contractual maturity date, along with their

effective interest rates at balance date. The amounts disclosed in the table are the contractual undiscounted cash flows.

$NZ000’s

Effective

interest rateTotal

Less than

1 year

Between

1 and 5 years

31 Dec 2022

Cash on hand-678678-

Cash at bank0.35%29,19129,191-

Money market deposit----

Bank term loan – principal (NZD)7. 2 7 %(29,000)-(29,000)

Bank term loan – principal (AUD)5.25%(92,821)-(92,821)

Bank term loan – principal (USD)6.34%(159,055)-(159,055)

Bank term loan – expected interest6.07%(82,323)(16,923)(65,400)

Derivative financial instruments----

Trade and other payables (excluding indirect and

other taxes and employee benefits)-(80,970)(80,970)-

(414,300)(68,024)(346,276)

31 Dec 2021

Cash on hand-640640-

Cash at bank0.25%24,11524,115-

Money market deposit0 .7 0 %20,40020,400-

Bank term loan – principal (NZD)7. 8 3 %(10,000)-(10,000)

Bank term loan – principal (AUD)3.13%(80,671)-(80,671)

Bank term loan – principal (USD)2.25%( 1 5 6 ,7 1 9 )-( 1 5 6 ,7 1 9 )

Bank term loan – expected interest2 .7 6 %(8,0 47 )(4,858)(3,189)

Derivative financial instruments-(762)(762)-

Trade and other payables (excluding indirect and

other taxes and employee benefits)-( 7 7,0 8 7 )( 7 7,0 8 7 )-

(288,131)(3 7, 5 5 2 )(250,579)

Notes to and forming part of the financial statements (continued)Notes to and forming part of the financial statements (continued)

FOR THE YEAR ENDED 31 DECEMBER 2022FOR THE YEAR ENDED 31 DECEMBER 2022

FINANCIAL STATEMENTSRESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022
Prudent liquidity risk management implies the availability of funding through adequate amounts of committed credit facilities. The Group

aims to maintain flexibility in funding by keeping committed credit lines available.

The Group has a negative working capital balance as the nature of the business results in most sales conducted on a cash basis. The Group

has bank funding facilities, excluding overdraft facilities, of $374.9 million (Dec 2021: $359.8 million) available at variable rates. The amount

undrawn at balance date was $94.0 million (Dec 2021: $112.5 million) and therefore the Group has the ability to fully pay debts as they fall due.

The Group has lease liabilities with future cash payments as disclosed in the table below:

$NZ000’s31 Dec 202231 Dec 2021

Within one year62,90956,801

One to five years243,425224,436

Beyond 5 years870,703802,240

1 , 17 7,0 3 71,083,477

This includes future lease options that the Group currently expects to exercise and is not discounted for the future nature of payments. This

does not reflect the Group’s future contractual minimum payments.

(d) Credit risk

Credit risk arises from cash deposits with banks and financial institutions and outstanding trade and other receivables.

No collateral is required in respect of financial assets. Management has a credit policy in place and the exposure to credit risk is monitored

on an ongoing basis. The nature of the business results in most sales being conducted on a cash basis that significantly reduces the risk that

the Group is exposed to. Reputable financial institutions are used for investing and cash handling purposes.

There were no financial assets past due nor impaired at balance date (Dec 2021: nil).

At 31 December 2022 there were no significant concentrations of credit risk and the maximum exposure to credit risk is represented by the

carrying value of each financial asset in the consolidated statement of financial position.

(e) Fair values

The carrying values of bank loans are the fair value of these liabilities. A Group set-off arrangement is in place between certain bank accounts

operated by the Group.

Sensitivity analysis

In managing interest rate and currency risks the Group aims to reduce the impact of short-term fluctuations on the Group’s earnings.

Over the longer term, however, permanent changes in foreign exchange and interest rates on a weighted average balance will have an impact

on profit.

At 31 December 2022 it is estimated that a general increase of one percentage point in interest rates would decrease the Group profit before

income tax by approximately $2.8 million (Dec 2021: $1.7 million), however equity would decrease $2.1 million (Dec 2021: $0.1 million). A one

percentage point decrease in interest rates would increase the Group profit before income tax by approximately $2.8 million (Dec 2021: $2.4

million), however equity would increase by $2.1 million (Dec 2021 $1.8 million).

A general increase of one percentage point in the value of the New Zealand dollar against other foreign currencies would have minimal

impact on the cost of the Group’s directly imported ingredients denominated in foreign currencies.

Capital risk management

The Group’s capital comprises share capital, reserves, retained earnings and debt.

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue to operate as a going concern, and to maintain

an optimal capital structure commensurate with risk and return and reduce the cost of capital.

In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to

shareholders, issue new shares, sell assets to reduce debt or draw down more debt.

7. EQUITY AND RESERVES

Share capital

31 Dec 2022

Number

31 Dec 2022

$NZ000’s

31 Dec 2021

Number

31 Dec 2021

$NZ000’s

1 2 4 ,7 5 8 , 5 2 3154,565124,758,523154,565

The issued and authorised capital of the Company represents ordinary fully paid up shares. The par value is nil (Dec 2021: nil). All issued

shares carry equal rights in respect of voting and the receipt of dividends, and upon winding up rank equally with regards to the Company’s

residual assets.

Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity.

Foreign currency translation reserve

$NZ000’s31 Dec 202231 Dec 2021

8,935(1,480)

The foreign currency translation reserve comprises all exchange rate differences arising from translating the financial statements of the

foreign currency operations.

Derivative hedging reserve

$NZ000’s31 Dec 202231 Dec 2021

-(872)

The derivative hedging reserve represents the fair value of outstanding derivatives.

Working capital

8. INVENTORIES

$NZ000’s31 Dec 202231 Dec 2021

Raw materials and consumables25,14022,261

Inventories recognised as an expense during the period ended 31 December 2022 amounted to $368.4 million (Dec 2021: $269.9 million).

This is included in cost of goods sold.

Inventories are measured at the lower of cost and net realisable value. Net realisable value is the estimated selling price less the estimated

costs of marketing, selling and distribution. The cost of inventories is based on the first-in first-out method and includes expenditure incurred

in acquiring the inventories and bringing them to their existing condition and location. The cost of inventories consumed is recognised as an

expense and included in cost of goods sold in the consolidated statement of comprehensive income.

Notes to and forming part of the financial statements (continued)Notes to and forming part of the financial statements (continued)

FOR THE YEAR ENDED 31 DECEMBER 2022FOR THE YEAR ENDED 31 DECEMBER 2022

FINANCIAL STATEMENTSRESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022
9. TRADE AND OTHER RECEIVABLES

$NZ000’s31 Dec 202231 Dec 2021

Trade receivables6,0233 ,7 17

Prepayments6,1315,963

Other receivables3,4161,332

15,57011,012

The carrying amount of the Group’s trade and other receivables are denominated in the following currencies:

NZD8,9697,0 1 6

AUD2,677 1 ,7 8 1

USD3,9242,215

15,57011,012

The Group’s exposure to credit risk is minimal as the Group’s primary source of revenue is from sales made on a cash basis. The carrying

value of trade and other receivables approximates fair value.

Receivables are initially recognised at fair value. They are subsequently adjusted for impairment losses. Discounting is not applied to

receivables where collection is expected to occur within the next twelve months.

10. CASH AND CASH EQUIVALENTS

$NZ000’s31 Dec 202231 Dec 2021

Cash on hand678640

Cash at bank29,1914 4,515

29,86945,155

The carrying amount of the Group’s cash and cash equivalents are denominated in the following currencies:

NZD6 ,7 0 223,829

AUD8,6346,944

USD14,53314,382

29,86945,155

Included in cash and cash equivalents are credit card receipts and delivery receipts that are in transit at balance date.

11. LAND HELD FOR DEVELOPMENT

$NZ000’s31 Dec 202231 Dec 2021

Land held for development7,0 8 4-

There was $7.1 million relating to land that has been purchased for use in developing new stores in the future. Land held for development is

measured at cost.

12. TRADE AND OTHER PAYABLES

$NZ000’s31 Dec 202231 Dec 2021

Trade payables54,09945,443

Other payables and accruals2 7, 3 9 832,234

Employee benefits29,46724,476

Indirect and other taxes8,3268,323

119,290110,476

The carrying amount of the Group’s trade and other payables are denominated in the following currencies:

NZD63,86960,944

AUD22,49420,890

USD32,92728,642

119,290110,476

The carrying value of trade payables and other payables approximates fair value.

Payables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method.

Notes to and forming part of the financial statements (continued)Notes to and forming part of the financial statements (continued)

FOR THE YEAR ENDED 31 DECEMBER 2022FOR THE YEAR ENDED 31 DECEMBER 2022

FINANCIAL STATEMENTSRESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022
Long Term Assets

13. PROPERTY, PLANT AND EQUIPMENT


$NZ000’s Land

Leasehold

improvements

Plant,

equipment

and fittings

Motor

vehicles

Leased

plant and

equipment

Capital

work in

progressTotal

Cost

Balance as at 31 December 20204,467280,1201 2 7,0 0 32,09919618,915 432,800

Additions––––– 82,445 82,445

Acquisition of business–3,418832––– 4,250

Transfers from work in progress–5 4 ,7 1716,102487–(71,306)–

Disposals–(18,246) ( 2 0 ,7 8 5 )(426) (196)– (39,653)

Reclassifications – 1,264 (3,385) – – – (2,121)

Movement in exchange rates (15) 3 ,7 5 6 1,518 12 – 405 5,676

Balance as at 31 December 20214,452 325,029121,2852 , 17 2–30,459 483,397

Additions ––––– 82,572 82,572

Acquisition of business––90––96 186

Transfers from work in progress–59,021 32,623304–(91,948)–

Disposals–(5,227) (3,250) (207)–– (8,684)

Movement in exchange rates 42 6,627 2,579 28 – 752 10,028

Balance as at 31 December 20224,494 385,450 153,3272,297 –21,931 5 6 7, 4 9 9

Accumulated depreciation

Balance as at 31 December 2020–(126,024)(73,450)(1,208)(196)– (200,878)

Charge–(23,413)(13,636) (410)–– (3 7, 4 5 9 )

Disposals– 14,56718,421 299196–33,483

Reclassification– (582)2 ,7 0 3–––2,121

Movement in exchange rates– (702) (750) (4)––(1,456)

Balance as at 31 December 2021– (136,154) (6 6 ,7 1 2 ) (1,323) –– (204,189)

Charge– ( 2 7, 9 2 2 )(16,116)(403)––(44,441)

Disposals– 3,4292,651 175 ––6,255

Movement in exchange rates–(1,258)(1,206) (13)––(2,477 )

Balance as at 31 December 2022–(161,905) (81,383)(1,564)––(244,852)

Impairment provision

Balance as at 31 December 2020–( 2 ,7 8 5 )(428)–––(3,213)

Charge –(17 0)(17 3) – – – (343)

Utilised/disposed –914316 – – – 1,230

Movement in exchange rates – (114) (20) – – – (134)

Balance as at 31 December 2021–(2,155) (305)–––(2,460)

Charge–506–––– 506

Utilised/disposed–(4,662)13––– (4,649)

Impairment created – 3,301 – – – – 3,301

Movement in exchange rates – (164) 121 – – – (43)

Balance as at 31 December 2022–(3, 174) (17 1 )––– (3,345)

Carrying amounts

Balance as at 31 December 20204,467151,31153,125891–18,9152 2 8 ,7 0 9

Balance as at 31 December 20214,452186,72054,268849–30,4592 7 6 ,74 8

Balance as at 31 December 20224,494220,3717 1 ,7 7 3733–21,931319,302

Depreciation expense

$NZ000’s31 Dec 202231 Dec 2021

Depreciation expense 43,935 36,623

Sale of property, plant and equipment

Net loss on disposal of property, plant and equipment (included in depreciation expense) (952)(3,619)

Net gain on disposal of property, plant and equipment (included in other expenses) -945

Property, plant and equipment is measured at cost less accumulated depreciation and impairment losses.

Depreciation is calculated on a straight line basis to allocate the cost of an asset, less any residual value, over its estimated useful life.

Leased assets are depreciated over the shorter of the lease term and their useful lives. The estimated useful lives of fixed assets are

as follows:

Leasehold improvements 5 - 25 years

Plant and equipment 3 - 12.5 years

Motor vehicles 4 - 5 years

Furniture and fittings 3 - 10 years

Computer equipment 3 - 5 years

Depreciation methods, useful lives and residual values are reassessed at the reporting date.

Depreciation expense is included in the consolidated statement of comprehensive income.

Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in profit or loss in the

consolidated statement of comprehensive income.

Significant judgments and estimates

Impairment testing is an area where estimates and judgments have a significant risk of causing a material adjustment to the carrying amount

of the Group’s tangible asset balances. Estimates of future cash flows are highly subjective judgments and can be significantly impacted by

changes in the business or economic conditions.

Property, plant and equipment and right of use assets are reviewed for impairment semi-annually, or whenever events or changes in circumstances

indicate that the carrying amount may not be recoverable. An impairment loss is recognised in the consolidated statement of comprehensive

income for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s

fair value less costs to sell and value in use. When assessing impairment, assets are grouped at the lowest levels for which there are separately

identifiable cash flows; a restaurant’s assets is the relevant cash generating unit. If, in a subsequent period, the amount of the impairment loss

decreases and it can be related objectively to an event occurring after the impairment was recognised, the reversal of the previously recognised

impairment loss is recognised in the consolidated statement of comprehensive income.

The value in use calculation evaluates recoverability based on the restaurant’s forecasted discounted cash flows, which incorporate

estimated sales growth and margin improvement based upon current plans for the store and actual results at comparable restaurants.

Key assumptions in the determination of recoverable amount are:

–the estimate of future cash flows of the restaurant incorporating reasonable sales growth and margin improvement

–the discount rate incorporating the rates of return based on the risk and uncertainty inherent in the forecast cash flows

– the terminal growth rate is calculated based on continuous sales growth at a minimum projected inflation estimated at 1.9% to 2.5% across the

four regions.

Management has assessed individual restaurant assets to identify whether impairment indicators existed as at balance date for associated

property, plant and equipment and right of use assets. Following a review of store performance and consideration of other impairment indicators,

the Group determined that there were restaurants across all four segments that required a calculation of the recoverable amount as there were

impairment indicators that mainly arose due to inflationary pressures and the ongoing impact of COVID-19 on the financial performance. The key

assumptions used in the value in use calculations were as follows:

Key assumptionsPercentage used %Percentage used %Percentage used %Percentage used %

NZAustraliaHawaiiCalifornia

Sales growth1.9 – 44.62.5 – 17.2-8.5 – 21.9-19.7 – 20.0

EBITDA margin-11.2 – 11.51.6 – 6.90.8 – 6.4-8.1 – 3.2

EBITDA margin terminal year3.5 – 16.511.06.8 – 9.33.5 – 8.2

Terminal growth rate1.9 2.52.32.3

Discount rate9.6 – 11.58.911.011.0

Number of stores impaired5244

Impairment value $NZ millions$1.4$0.4-$1.5

Notes to and forming part of the financial statements (continued)Notes to and forming part of the financial statements (continued)

FOR THE YEAR ENDED 31 DECEMBER 2022FOR THE YEAR ENDED 31 DECEMBER 2022

FINANCIAL STATEMENTSRESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022
The sales growth and EBITDA margin assumptions are based on management’s best estimate of the future cash flow forecasts for each of the

individual restaurants.

The terminal growth rate assumption reflects the long-term projected inflation relevant to the specific region/market while the discount rate is based

on the post-tax discount rate for each brand.

Based on the calculations, six stores showed a recoverable amount lower than their respective carrying value of assets, resulting in $3.3 million

impairment recognised in the Consolidated Statement of Comprehensive Income as part of other expenses. The impairment is taken up as a

property, plant and equipment provision.

The Group also evaluated restaurant assets which have been previously impaired to determine whether the conditions that gave rise to the initial

impairments still existed at balance date. Where the restaurants have achieved at least two years of consistent positive results, management have

concluded there is sufficient evidence to support an impairment reversal. As a result of this process, four Carl’s Jr. stores in New Zealand and one KFC

California store with a previously recognised impairment of $1.4 million was reversed and released to the Consolidated Statement of Comprehensive

Income as part of other expenses. The Group also adjusted the impairment provision by $1.7 million relating to two stores in California and reduced

it to their current asset carrying value.

A full impairment test was performed as required by IAS 36 for the goodwill balance, refer to note 15 for further detail over assumptions utilised.

14. NZ IFRS 16 – LEASES

Key estimates and judgements

There are several judgments and estimates in calculating the future lease liabilities and right of use asset value. These include:

– incremental borrowing rate. The Group engages an independent valuation expert to establish the incremental borrowing rates applied

during the period.

– lease terms, including any rights of renewal expected to be exercised. The Group has assumed that all rights of renewal are expected to be

exercised which is consistent with the Group’s strategy and previous leases. This judgment has been applied unless a store closure or a decision

to relocate a store is known when valuing the lease.

–foreign exchange conversion rates.

Right of use assets (ROU assets)

$NZ000’s 31 Dec 202231 Dec 2021

Opening balance576,527517,0 8 5

Right of use assets acquired on acquisition of businesses -19,072

Depreciation (41,282)(38,194)

Adjustments to existing right of use assets(984)2 7,0 7 0

Additions53,83439,838

Foreign exchange movement19,67011,656

Closing balance6 0 7,7 6 5576,527

Additions relate to new leases entered into by the Group.

The Group leases relate to land and buildings. Rental contracts are typically made for fixed periods of 1 to 50 years but may have extension

options. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements

do not impose any covenants, but leased assets may not be used as security for borrowing purposes.

Under NZ IFRS 16, leases are recognised as a right of use asset and a corresponding lease liability. Each lease payment is allocated between

the lease liability and the finance cost. The finance cost is charged to the statement of comprehensive income over the lease period so as to

produce a constant periodic rate of interest on the remaining balance of the liability for each period. The right of use asset is depreciated over

the shorter of the asset’s useful life and the lease term on a straight line basis.

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of fixed

payments and known fixed lease increases, less any lease incentives receivable. Right of use assets are measured at cost comprising the

amount of the initial measurement of lease liability and any restoration costs. These assets are subsequently depreciated using the straight

line method from the commencement date to the end of the lease term.

The Group is exposed to potential future increases in variable lease payments based on an index, rate or market rent review, which are not

included in the lease liability or right of use asset until they take effect.

The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, the lessee’s incremental

borrowing rate is used, being the rate that the lessee would have to pay to borrow the funds necessary to obtain an asset of similar value in a

similar economic environment with similar terms and conditions.

The Group has applied the recognition exemption allowed by the standard in respect short-term and low value leases. Payments associated

with short term leases and leases of low value assets are recognised on a straight line basis as an expense in the statement of comprehensive

income. Short term leases are leases with a lease term of 12 months or less. Low value assets comprise IT equipment and small items

of office furniture.

Lease liabilities

$NZ000’s 31 Dec 202231 Dec 2021

Opening balance 668,681595,614

Lease liabilities acquired on acquisition of businesses -19,072

Cash flow payments (61,331)(54,857)

Interest33,03428,993

Adjustments to existing lease liabilities(106)2 7,7 8 6

Additions53,64239,510

Foreign exchange movement21,01112,563

Closing balance


714,931 668,681

Current lease liabilities 29,59925,609

Non-current lease liabilities 685,332643,072

Closing balance 714,931 668,681

The weighted average incremental borrowing rate applied to lease additions during the year was 6.4% (Dec 2021: 4.2%).

15. INTANGIBLES


$NZ000’s NoteGoodwill

Franchise

fees

Concept

development

costs

Acquired

software

costsTotal

Cost

Balance as at 31 December 2020249,27882,405 801 10,595 343,079

Additions – 2,689 – 200 2,889

Acquisition of business 18,1525,840 – – 23,992

Disposals (327) (1,583) – (552)(2,462)

Reclassification from property, plant and Equipment –––2,1212,121

Movement in exchange rates 6,992 3 ,7 6 5 –– 1 0 ,7 5 7

Balance as at 31 December 2021 274,09593,116 801 12,364 380,376

Additions – 1,523 – 1311,654

Acquisition of business

25 63 1 ,7 7 8 – –1,8 41

Disposals – (283) –


(28)(311)

Reclassification from property, plant and Equipment –––(95)(95)

Movement in exchange rates 12,253 5,651 ––17, 9 0 4

Balance as at 31 December 2022286,411 10 1 ,7 8 5 801 12,372401,369

Accumulated amortisation

Balance as at 31 December 2020(831)(13,061) (736)


( 7, 4 6 5 ) (22,093)

Charge–(8,151) (5) (1,076)(9,232)

Disposals–1,392 –3501 ,74 2

Reclassification from property, plant and equipment–––(2,121)(2,121)

Movement in exchange rates–(456) – –(456)

Balance as at 31 December 2021 (831)(20,276) ( 741) (10,312) (32,160)

Charge –(9,092)(5)(1,023)(10,120)

Disposals –221 – 28249

Movement in exchange rates –(1,001)–(1)(1,002)

Balance as at 31 December 2022 (831)(30,148) ( 74 6) (11,308)(43,033)

Impairment charges are recognised in other expenses in the consolidated statement of comprehensive income.

Carrying amounts

Balance as at 31 December 2020 24 8,4 4769,34 4 653,130320,986

Balance as at 31 December 2021 273,264 72,840 602,052 348,216

Balance as at 31 December 2022 285,580 71,637 55 1,064 358,336

Notes to and forming part of the financial statements (continued)Notes to and forming part of the financial statements (continued)

FOR THE YEAR ENDED 31 DECEMBER 2022FOR THE YEAR ENDED 31 DECEMBER 2022

FINANCIAL STATEMENTSRESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022
Goodwill

Goodwill arises on the acquisition of subsidiaries and business combinations. Goodwill is measured at cost less accumulated impairment

losses and has an indefinite useful life. Goodwill is allocated to cash generating units and is tested annually for impairment. Where the Group

disposes of an operation within a cash generating unit, the goodwill associated with the operation disposed of is part of the gain or loss on

disposal. Goodwill disposed of in this manner is measured based on the relative values of the operation disposed of and the portion of the cash

generating unit retained.

Franchise fees

Franchise costs are those incurred in obtaining franchise rights or licences to operate quick service and takeaway restaurant concepts.

They include for example, the initial fee paid to a system franchisor when a new store is opened. These are measured at cost less

accumulated amortisation and accumulated impairment costs. Amortisation is on a straight line basis over the life of the applicable

franchise or licence agreement.

Concept development costs

Concept development costs include certain costs, other than the direct cost of obtaining the franchise, associated with the establishment

of quick service and takeaway restaurant concepts. These include, for example, professional fees and consulting costs associated with the

establishment of a new brand or business acquisition. These costs are capitalised where the concept is proven to be commercially feasible

and the related future economic benefits are expected to exceed those costs with reasonable certainty. These are subsequently measured at

cost less accumulated amortisation and accumulated impairment losses. Amortisation is recognised on a straight line basis over the period

which future economic benefits are reasonably expected to be derived.

Acquired software costs

Software costs have a finite useful life. Software costs are capitalised and amortised on a straight line basis over the estimated economic

life of 3-8 years.

Amortisation

Amortisation charge is recognised in cost of sales and other expenses in the consolidated statement of comprehensive income.

$NZ000’s 31 Dec 202231 Dec 2021

Amortisation of intangibles 10,120 9,232

Significant judgments and estimates – impairment testing

Impairment testing is an area where estimates and judgments have a significant risk of causing a material adjustment to the carrying amount

of the Group’s goodwill balances.

For the purpose of impairment testing, goodwill is allocated to the Group’s operating brands which represent the lowest level of cash

generating unit within the Group at which the goodwill is monitored for internal management purposes.

Allocation of goodwill by cash generating unit:

$NZ000’s 31 Dec 202231 Dec 2021

KFC Australia 114,034 112,800

KFC New Zealand 6,593 6,528

Pizza Hut New Zealand 7, 4 3 4 7, 4 3 3

Pizza Hut and Taco Bell Hawaii 127,592 118,669

KFC and Taco Bell California 29,927 2 7, 8 3 4

Total goodwill 285,580 273,264

The recoverable amount of each cash generating unit was based on its value in use. Value in use was determined by discounting the future

cash flows generated from the continuing use of the brand. Cash flows were projected based on a four year financial plan as approved by the

Board of Directors.

The key assumptions used for the value in use calculation are as follows:


31 Dec 2022

Sales growth

2023-2025

%

31 Dec 2022

EBITDA margin

2023-2025

%

31 Dec 2022

EBITDA margin

terminal year

%

31 Dec 2021

Sales growth

2022-2024

%

31 Dec 2021

EBITDA margin

2022-2024

%

31 Dec 2021

EBITDA margin

terminal year

%Brand

KFC Australia4.1 – 5.513.0 - 14.11 4 .74.1 - 5.114.4 – 15.215.5

KFC New Zealand4.1 – 6.2 18.7 – 20.021.04.1 - 5.220.8 - 21.3 21.3

Pizza Hut New Zealand3.1 – 3.28.0 – 10.010.03.0 - 5.18.3 – 9.510.0

Pizza Hut and Taco Bell Hawaii2.5 – 8.9 7.7 – 21.17.9 – 21.33.0 - 6.910.3 – 20.010.6 – 20.2

KFC and Taco Bell California2.6 – 3.6 12.4 – 14.215.3(4.7) - 3.515.0 – 17.018.0

The key assumption on sales growth in each cash-generating unit are broadly consistent with the prior year. The Group lowered its

assumptions on the EBITDA margins, due to current inflationary effects which are expected to continue to impact the results into 2023.

The terminal growth rate is calculated on a CGU basis, based on the 2026 year and assumes a continuous sales growth of a minimum of

projected inflation estimates of 1.9% to 2.5% (Dec 2021: 2.0%).

The weighted average post-tax cost of capital discount rate for each cash generating unit is set out below:


31 Dec 2022

Weighted

average post-

tax cost of

capital

%

31 Dec 2021

Weighted

average post-

tax cost of

capital

%Brand

KFC Australia8.97. 8

KFC New Zealand9.67. 8

Pizza Hut New Zealand12.510.9

Pizza Hut and Taco Bell Hawaii11.08.0

KFC and Taco Bell California11.08.0

The weighted average cost of capital calculation was reviewed in 2022 based on the capital asset pricing model (CAPM) methodology using

market inputs at the time.

The values assigned to the key assumptions represent management’s assessment of future trends in the industry and are based on both

external sources and internal sources including Board approved forecasts (historical data). The key assumptions are detailed below:

– Sales growth - Average annual growth rate over the three-year forecast period based on past performance, management’s expectations of

market development, current industry trends and including long-term inflation forecasts for each territory.

– EBITDA margin 2023-2025 and EBITDA margin terminal year - Based on past performance and management’s expectations for the future.

EBITDA growth has been disclosed as a key assumption as a number of costs are variable and link directly to revenue levels, such as the cost of

labour, and food costs. Other fixed costs of the CGUs, which do not vary significantly with revenue changes, are forecast based on the current

structure of the business, adjusting for inflationary increases but not reflecting any future restructurings or cost-saving measures.

– Terminal growth rate - This is the growth rate used to extrapolate cash flows beyond the budget period. The rates are consistent with expected

long-term inflation for each territory in which the CGU operates.

–The discount rate - The rate used to reflect specific risks relating to the relevant segments and the countries in which they operate.

In respect of the New Zealand KFC and Pizza Hut brands any reasonably possible change in the key assumptions used in the calculations

would not cause the carrying amount to exceed its recoverable amount.

In respect of the Hawaii brands of Taco Bell and Pizza Hut, any reasonably possible change in the key assumptions used in the calculations

would not cause the carrying amount to exceed its recoverable amount.

In respect of the Australian KFC brand, any reasonably possible change in the key assumptions used in the calculations would not cause the

carrying amount to exceed its recoverable amount.

The financial performance of the California segment has dropped in 2022 because of reduced California consumer spending in the face of

high inflation levels and the absence of government stimulus payments from the prior year. EBITDA margins reduced due to significant cost

pressures which continue to impact the business into 2023. As such, for the California KFC and Taco Bell brands, which were acquired in

September 2020, an impairment test was carried out using a value in use model which resulted in some reasonably possible changes in the

key assumptions that would result in the carrying amount exceeding its recoverable amount. Therefore a fair value less cost of disposal model

was undertaken which resulted in a higher recoverable amount. The key assumptions used in the California fair value less cost of disposal

calculation are the same as those noted above. The fair value less cost of disposal model however, includes the impact of future stores on

sales and EBITDA and a 1.5% cost of disposal based on the total calculated enterprise value. This resulted in management concluding that

any reasonably possible change in the key assumptions used in the calculations would not result in an impairment adjustment.

Notes to and forming part of the financial statements (continued)Notes to and forming part of the financial statements (continued)

FOR THE YEAR ENDED 31 DECEMBER 2022FOR THE YEAR ENDED 31 DECEMBER 2022

FINANCIAL STATEMENTSRESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022
Other Notes

1 6 . TA X AT I O N

Current and deferred taxation are calculated on the basis of tax rates enacted or substantially enacted at reporting date, and are recognised

in profit or loss except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is

also recognised in other comprehensive income or directly in equity, respectively.

Deferred income taxation is recognised in respect of temporary differences between the tax bases of assets and liabilities and their carrying

amounts in the financial statements.

Deferred income taxation is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date

and are expected to apply when the related deferred income tax asset is realised or the deferred tax liability is settled.

Deferred income taxation assets are only recognised to the extent that it is probable that future taxable amounts will be available against

which to utilise those temporary differences.

Tax returns for the Group and the detailed calculations that are required for filing tax returns are not prepared until after the financial

statements are prepared. Estimates of these calculations are made for the purpose of calculating income tax expense, current tax and

deferred tax balances. Any difference between the final tax outcomes and the estimations made in previous years will affect current

year balances.

The consolidated statement of comprehensive income and statements of cash flows have been prepared exclusive of Goods and Services

Taxation (GST). All items in the consolidated statement of financial position are stated net of GST, with the exception of receivables and

payables, which include GST invoiced.

Taxation – consolidated statement of comprehensive income

The total taxation expense is analysed as follows:

$NZ000’s Note31 Dec 202231 Dec 2021

Total profit before taxation for the period1 42 , 17 7 65,793

Taxation expense

1(10,094)(13,912)

Net profit after income tax 32,083 51,881

Taxation expense using the Company’s domestic tax rate(28.0%) (11,810) (28.0%) (18,422)

Non-assessable income - - 6.0% 3,094

Other 2.4% 1,025 1.8% 978

Adjustments due to different jurisdictions 1.6% 691 0.8% 437

(23.9%) (10,094) (26.8%) (13,912)

Taxation expense comprises:

Current tax expense (16,311) (13,257)

Deferred tax expense 6, 217 (655)

(10,094) (13,912)

Imputation credits

The below amounts represent the balance of the imputation account as at the end of the reporting period, adjusted for:

–Imputation credits that will arise from the payment of the amount of the provision for income tax

–Imputation credits that will be utilised from the payment of dividends recognised as a liability at the reporting date; and

–Imputation credits that will arise from the receipt of dividends recognised as receivables at the reporting date.

The current and deferred tax rates for the period were calculated using the rate of 28% for New Zealand, 30% for Australia and 21% for USA

(Dec 2021: 28% New Zealand, 30% Australia and 21% USA).

$NZ000’s 31 Dec 202231 Dec 2021

Imputation credits available for subsequent reporting periods 31,90535,435

Taxation – consolidated statement of financial position

The following are the major deferred taxation liabilities and assets recognised by the Group and movements thereon during the current and

prior year:

Assets Liabilities Net

$NZ000’s31 Dec 202231 Dec 202131 Dec 202231 Dec 202131 Dec 202231 Dec 2021

Property, plant and equipment14,50910,354( 7, 4 3 0 )(5,608) 7,0 7 94 ,74 6

Inventory5939-- 5939

Accounts receivable--(288)(2 74)(288)(2 74)

Provisions4,9016,995-- 4,9016,995

Intangibles1,2321,214(3,496)(3,414) (2,264)(2,200)

Leases3 0,4742 5 ,7 6 2-- 3 0,4742 5 ,7 6 2

Other3,6662,507-- 3,6662,507

54,84146,871(11,214)(9,296) 43,6273 7, 5 7 5

$NZ000’s

Balance

31 December

2020

Opening

balance on

acquisition

Recognised in

consolidated

statement of

comprehensive

income

Recognised

in equity

Foreign

currency

translation

Balance

31 December

2021

Property, plant and equipment9,592-(4,817)-(29) 4 ,74 6

Inventory57- (18)-- 39

Accounts receivable(287)- 12-1(2 74)

Provisions6,830- 119-466,995

Intangibles(1,920)(1,290) 1,304-(294)(2,200)

Leases22,054- 3,619-892 5 ,7 6 2

Other3,585- (874) (370) 1662,507

39,911(1,290) (655) (370)(21)3 7, 5 7 5

$NZ000’s

Balance

31 December

2021

Opening

balance on

acquisition

Recognised

in consolidated

statement of

comprehensive

income

Recognised

in equity

Foreign

currency

translation

Balance

31 December

2022

Property, plant and equipment 4 ,74 6- 2 ,7 2 0-(387) 7,0 7 9

Inventory 39- 20-- 59

Accounts receivable(2 74)- (11)-(3)(288)

Provisions6,995- (2,197)-103 4,901

Intangibles(2,200)- 103-(167) (2,264)

Leases2 5 ,7 6 2- 4,402- 310 3 0,474

Other2,507- 1,180 (182) 161 3,666

3 7, 5 7 5- 6, 217(182) 17 43,627

In 2021 the Hawaii and California divisions have a net deferred tax liability of $1.1 million which cannot be offset against the deferred tax

assets held in the other divisions, therefore this is classified as a non-current liability in the consolidated statement of financial position.

$NZ000’s 31 Dec 202231 Dec 2021

Deferred tax assets 43,6273 8 ,7 1 1

Deferred tax liabilities -(1,136)

43,627 37,575

Notes to and forming part of the financial statements (continued)Notes to and forming part of the financial statements (continued)

FOR THE YEAR ENDED 31 DECEMBER 2022FOR THE YEAR ENDED 31 DECEMBER 2022

FINANCIAL STATEMENTSRESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022
17. PROVISIONS

$NZ000’s

Employee

provisions

Make good

provisionsTotal

Balance at 31 December 20211,984 3 ,7 9 9 5,7 8 3

Created during the period 926 5651,491

Used during the period(343) (75)(418)

Released during the period(135)(15) (150)

Foreign exchange movement612 18

Balance at 31 December 2022 2,438 4,286 6 ,7 2 4

31 December 2022

Non-current 572 4,286 4,858

Current1,866 - 1,866

Total 2,438 4,286 6 ,7 2 4

The provision for employee entitlements relates to long service leave obligations. The provision is affected by a number of estimates,

including the expected length of service of employees and the timing of benefits being taken. Once an employee attains the required length

of service, the employee has a period of five years in which to take this leave.

The make good provisions represent the contractual obligations for the estimated future store restoration costs at the completion of the

property lease term. The make good provision is classified as non-current.

18. DEFERRED INCOME

$NZ000’s

Balance at 31 December 2021943

Created during the period 3,515

Used during the period(3,108)

Foreign exchange movement 31

Balance at 31 December 2022 1,381

31 December 2022

Non-current 804

Current 577

Total 1,381

Deferred income relates to rebates from suppliers and is recognised in profit or loss in the consolidated statement of comprehensive income

on a systematic basis over the life of the associated contract.

19. RELATED PARTY TRANSACTIONS

Parent and ultimate controlling party

The immediate parent of the Group is Finaccess Restauración, S.L. and the ultimate parent company is Grupo Finaccess S.A.P.I de C.V.

Transactions with entities with key management or entities related to them

During the period the Group received internal audit services from Finaccess Servicios Corporativos S.A. de C.V. a subsidiary of Grupo

Finaccess S.A.P.I de C.V., the ultimate parent company of the Group. Acquired services totalling $14,000 have been included in the

consolidated statement of comprehensive income of which no amount remains owing at 31 December 2022. These transactions were at

arm’s length and performed on normal commercial terms.

Apart from directors’ fees and key management remuneration, there were no other related party transactions with key management or any

Directors or entities associated with them.

Key management and director compensation

Key management personnel comprises the Group CEO and his direct reports, the Group CFO and the four Divisional CEO’s, Group Chief

People Officer, Chief Legal and Compliance Officer, and Group Chief Integration Officer.

$NZ000’s 31 Dec 202231 Dec 2021

Key management – total benefits 6,021 5,556

Directors fees 510 488

Key management - total benefits relates to short-term employee benefits paid during the year. In addition to these amounts, a total amount

of $1.0 million has been accrued pertaining to one-time compensation benefits due to be paid in FY23.

Total Group CEO remuneration

$NZ000’s Salary

Short term

incentive

Long term

incentives

Total

remuneration

31 December 20221,013616-1,629

31 December 20211,147553-1 ,7 0 0

In addition to the amounts disclosed above, in September 2022 the Group CEO was awarded a one-time compensation benefit due to his

upcoming retirement in March 2023. The total amount of the one-time award is $1.3 million and is payable upon his retirement on 31 March

2023, after certain conditions are met. This award has been accrued on a straight-line basis from the period when the award was agreed and

the retirement date. As of 31 December 2022, the total accrual for this benefit was $0.7 million.

Short term incentive scheme

A short term incentive scheme is in place for all support office employees. The incentive is based on achieving in excess of planned results

for the specific financial year. Any bonus payment to employees is at the discretion of the Appointments and Remuneration Committee. The

maximum that can be received by the CEO is 50% of base salary.

In May 2022 a payment of $0.4 million (Dec 21: $0.6 million) was paid in lieu of a share price based incentive scheme, as no long term incentive

scheme has been agreed. This is included as part of the short term incentives.

Long term incentive scheme

There is currently no other long term incentive plan in place.

20. COMMITMENTS

Capital commitments

The Group has capital commitments which are not provided for in these financial statements, as follows:

$NZ000’s 31 Dec 202231 Dec 2021

Store development 7, 8 7 717, 9 6 6

21. CONTINGENT LIABILITIES

There are no contingent liabilities that the directors consider will have a significant impact on the financial position of the Group (Dec 2021: nil).

Notes to and forming part of the financial statements (continued)Notes to and forming part of the financial statements (continued)

FOR THE YEAR ENDED 31 DECEMBER 2022FOR THE YEAR ENDED 31 DECEMBER 2022

FINANCIAL STATEMENTSRESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022
22. SUBSEQUENT EVENTS

The significant weather events that occurred in New Zealand during January and February 2023 have not materially impacted the Group.

The directors have declared a fully imputed final dividend of 16.0 cents per share for the year ended 31 December 2022. There are no other

subsequent events that would have a material effect on these financial statements.

23. FEES PAID TO AUDITOR

$NZ000’s 31 Dec 202231 Dec 2021

Audit of financial statements

Audit and review of financial statements – PwC 1,241 977

Other services – performed by PwC

Specified procedures on landlord certificates 7 6

Review of Yum! advertising co-operative report 13 11

Greenhouse gas emissions assurance readiness assessment 10-

Total other services 30 17

Total fees paid to auditors 1,271 994

Included in the 2022 audit fee costs are out of pocket expenses relating to visits to overseas divisions, which have not been possible in recent

years due to COVID-19. Also included in the audit fee is $24,000 relating to the 2021 audit.

24. DONATIONS

$NZ000’s 31 Dec 202231 Dec 2021

Donations 572 549

The Group did not make any political donations.

25. BUSINESS COMBINATIONS

KFC California acquisitions

During the year the Group acquired a KFC store in California for a total of $0.9 million. The store contributed sales of $2.3 million resulting in a

net loss after tax of $0.1 million in the consolidated statement of comprehensive income. The acquisition gives rise to $1.7 million of intangible

assets which resulted in a $0.8 million gain on acquisition, refer note 2.

KFC New Zealand acquisition

In December 2022 the Group acquired a KFC store in New Zealand for a total of $0.1 million, The store contributed sales of $0.1 million in the

consolidated statement of comprehensive income. The fair value of the assets acquired were $0.1 million therefore no goodwill.

26. DEED OF CROSS GUARANTEE

Pursuant to the Australian Securities and Investment Commission (ASIC) Class Order 98/1418, the wholly owned subsidiary, QSR Pty Limited

(QSR), is relieved from the Corporations Act 2001 requirement for the preparation, audit and lodgement of financial reports.

It is a condition of that class order that Restaurant Brands New Zealand Limited (RBNZ) and QSR enter into a Deed of Cross Guarantee (Deed).

On 9 February 2017 a Deed was executed between RBNZ, QSR, Restaurant Brands Australia Pty Limited and Restaurant Brands Australia

Holdings Pty Limited under which each company guarantees the debts of the others.

Set out below is the consolidated information for the year ended 31 December 2022 of the closed group consisting of RBNZ, QSR, Restaurant

Brands Australia Holdings Pty Limited and Restaurant Brands Australia Pty Limited.

$NZ000’s 31 Dec 202231 Dec 2021

Financial information in relation to:

(i) Statement of profit and loss and other comprehensive income

Operating revenue283,397 244,104

Earnings before interest and taxation 58 6,405

Financing expenses(12,850)(10,666)

Loss before taxation(12,792)(4,261)

Taxation expense 3,622 1,267

Loss after taxation (9, 17 0)(2,994)

Items that may be reclassified subsequently to the statement of comprehensive income:

Exchange differences on translating foreign operations1,189


(418)

Derivative hedge reserve6221,253

Taxation expense relating to components of other comprehensive income(183)(370)

Other comprehensive income1,628465

Total comprehensive income( 7, 5 4 2 )(2,529)

(ii) Summary of movements in retained earnings

Retained earnings at the beginning of the period117,018119,547

Total comprehensive income( 7, 5 4 2 ) (2,529)

Retained earnings at the end of the year109,4761 17,0 1 8

Notes to and forming part of the financial statements (continued)Notes to and forming part of the financial statements (continued)

FOR THE YEAR ENDED 31 DECEMBER 2022FOR THE YEAR ENDED 31 DECEMBER 2022

RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022INDEPENDENT AUDITOR’S REPORT
$NZ000’s 31 Dec 202231 Dec 2021

(iii) Statement of financial position

Non-current assets

Property, plant and equipment90,80081,883

Right of use assets155,355151,859

Intangible assets121,297120,846

Deferred tax asset13,9611 0 ,7 9 9

Investment in subsidiaries239,353239,353

Total non-current assets6 2 0,7 6 66 0 4 ,74 0

Current assets

Inventories1,5961,432

Trade and other receivables3,1852,249

Income tax receivable5,8983,209

Cash and cash equivalents(155)2 7,74 5

Total current assets10,52434,635

Total assets 631,290 639,375

Equity attributable to shareholders

Share capital 154,565 154,565

Reserves (2,822) (4,450)

Retained earnings (42,267) (33,097)

Total equity attributable to shareholders109,4761 17,0 1 8

Non-current liabilities

Provisions 2 ,7 2 5 2,312

Lease liabilities16 7, 4 5 6 16 1 ,7 6 2

Loans 92,499 90,671

Derivative financial instruments - -

Total non-current liabilities 262,680 254,775

Current liabilities

Trade and other payables 24,148 22,962

Provisions 1,433 950

Derivative financial instruments - 622

Lease liabilities 11,369 9,105

Amounts payable to subsidiaries 222,184 233,943

Total current liabilities 259,134 2 6 7, 5 8 2

Total liabilities 521,814 522,357

Total equity and liabilities 631,290 639,375

Last year’s comparatives have been changed to correct a late tax adjustment that was not reflected in this note correctly.

Notes to and forming part of the financial statements (continued)

FOR THE YEAR ENDED 31 DECEMBER 2022

Independent auditor’s report

TO THE SHAREHOLDERS OF RESTAURANT BRANDS NEW ZEALAND LIMITED

OUR OPINION

In our opinion, the accompanying financial statements of Restaurant Brands New Zealand Limited (the Company), including its subsidiaries

(the Group), present fairly, in all material respects, the financial position of the Group as at 31 December 2022, its financial performance and

its cash flows for the year then ended in accordance with New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS)

and International Financial Reporting Standards (IFRS).

What we have audited

The Group’s financial statements comprise:

–the consolidated statement of financial position as at 31 December 2022;

–the consolidated statement of comprehensive income for the year then ended;

–the consolidated statement of changes in equity for the year then ended;

–the consolidated statement of cash flows for the year then ended; and

–the notes to the financial statements, which include significant accounting policies and other explanatory information.

BASIS FOR OPINION

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)) and International Standards on

Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial

statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We are independent of the Group in accordance with Professional and Ethical Standard 1 International Code of Ethics for Assurance

Practitioners (including International Independence Standards) (New Zealand) (PES 1) issued by the New Zealand Auditing and Assurance

Standards Board and the International Code of Ethics for Professional Accountants (including International Independence Standards)

issued by the International Ethics Standards Board for Accountants (IESBA Code), and we have fulfilled our other ethical responsibilities in

accordance with these requirements.

Our firm carries out other services for the Group in the areas of specified procedures on landlord certificates, review of the Yum! Advertising

co-operative report and Greenhouse gas emissions assurance readiness assessment. In addition, certain partners and employees of our

firm may deal with the Group on normal terms within the ordinary course of trading activities of the Group. These relationships and provision

of other services has not impaired our independence as auditor of the Group.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of

the current year. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion

thereon, and we do not provide a separate opinion on these matters.

PricewaterhouseCoopers, PwC Tower, 15 Customs Street West, Private Bag 92162, Auckland 1142 New Zealand

T: +64 9 355 8000, www.pwc.co.nz

RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022INDEPENDENT AUDITOR’S REPORT
Description of the key audit matterHow our audit addressed the key audit matter

Goodwill impairment assessment - KFC and Taco Bell California

As at balance date, goodwill recognised in relation to KFC and Taco

Bell California amounted to $29.9 million (2021: $27.8 million). The net

loss after tax of the California segment (refer to note 1 of the financial

statements) was $6.7 million as a result of reduced consumer

spending, and significant cost pressures that impacted the business.

The California segment is also relatively new to the Group, being

acquired in September 2020.

Our audit focussed on the KFC and Taco Bell California cash

generating unit (CGU) due to the impacts of inflationary cost and

the inherent judgement involved in estimating future business

performance, which includes certain key assumptions such as sales

growth, EBITDA margin, EBITDA margin terminal year, terminal

growth rate and the discount rate.

Management performed an annual impairment assessment using a

discounted cash flow value in use (VIU) model, which is based on the

four year budgets approved by the Board of Directors, to determine

whether the carrying value of assets held by the KFC and Taco Bell

California CGU are recoverable.

The recoverable amount based on the VIU model was higher than the

carrying value and as a result, no impairment charge was recognised.

However, management identified certain scenarios where a

reasonably possible change in the key assumptions would result in

the carrying amount exceeding its recoverable amount.

Management therefore also prepared a fair value less cost of disposal

(FVLCOD) model which resulted in adequate headroom despite any

reasonably possible changes in the key assumptions.

Refer to note 15 of the financial statements.

In addressing the risk of goodwill impairment for the KFC and

Taco Bell California CGU, our audit procedures included:

– Updating our understanding of the business process applied by

management in preparing the impairment assessment;

– Reviewing the prior year (which was the first full year of

operation for this CGU) actual restaurant sales and profitability

against the original budgeted performance to determine the

reliability of the budgeting process and consider the impact on

forecast performance;

– Agreeing forecast future performance included in the VIU

and FVLCOD impairment assessments to four year budgets

approved by the Board of Directors;

– Challenging key assumptions used in the VIU and FVLCOD

models in relation to sales growth, EBITDA margins, EBITDA

margin terminal year, terminal growth rate and discount rate,

and assessing whether these are reasonable by understanding

strategic and operational initiatives underway, along with

reviewing recent monthly performance trends to assess

management’s plans to mitigate cost increases and maintain or

grow EBITDA margins;

– Evaluating whether corporate costs had been allocated

appropriately and included in the cash flows for the CGU;

– With the assistance of our auditor’s valuation expert, assessing

the appropriateness of the terminal growth and discount rates;

– Reviewing industry trends and external market forecasts for the

industry to determine the reasonableness of the forecasts;

– Testing the mathematical accuracy of the carrying amount of

the CGU assets and the models;

– Performing a sensitivity analysis over key assumptions to

determine whether reasonably possible changes would result in

impairment of goodwill; and

– Reviewing the financial statements to ensure appropriate

identification and disclosure of key assumptions.

Description of the key audit matterHow our audit addressed the key audit matter

Impairment assessment of restaurant property, plant and

equipment and right of use assets - Australia, California and

New Zealand regions

Our audit procedures included:

– Where impairment indicators existed, considered whether

the group of assets identified by management as a CGU is

appropriate and the relevant carrying value for each CGU has

been correctly calculated;

– Gaining an understanding of the business process applied by

management in preparing the impairment assessment;

– Reviewing restaurant performance data to analyse how

restaurants have performed for the year and in recent months,

to identify whether an impairment indicator existed at period

end, such as an EBITDA loss;

– Reviewing the last two years’ actual restaurant EBITDA against

the current year result to assess whether each CGU has

performed significantly worse than expected;

– Challenging key assumptions used in the VIU model in relation

to sales growth, EBITDA margin, EBITDA margin terminal year,

terminal growth rate and discount rate by performing sensitivity

analyses and assessing whether management’s assumptions

are reasonable when taking into account ongoing uncertainty

from COVID-19 and inflationary pressures. This includes

considering the potential for future restaurant closures and the

impact of this on future sales and recovery of costs;

– Evaluating the feasibility of management’s plans to improve

restaurant profitability;

– Reviewing the last two years’ actual EBITDA of the restaurants

for which impairment was reversed by management to validate

that the conditions that originally gave rise to the previous

impairment no longer existed;

– Checking the mathematical accuracy of the impairment reversal

recorded by management to release previously recognised

impairments and adjust the carrying value of property, plant

and equipment of specific restaurants in Carl’s Jr New Zealand

and KFC California;

– Considering whether the disclosures in the financial statements

complied with the requirements of the accounting standards.

As disclosed in note 13, the Group has recognised impairment of $3.3

million in relation to certain restaurants in the Australia, New Zealand

and California regions. The Group also recognised impairment

reversals for specific restaurants in Carl’s Jr New Zealand and KFC

California of $3.1 million.

Accounting standards require an entity to assess at the end of each

reporting period whether there is any indication that an asset may

be impaired. For the purposes of restaurant property, plant and

equipment and right of use asset impairment testing, each individual

restaurant is considered to be a separate CGU.

The Group has identified impairment indicators for certain

restaurants which have experienced continued losses due to

inflationary pressures and the ongoing impact of COVID-19. For

these restaurants, management has performed VIU calculations to

assess whether the associated carrying amounts of property, plant

and equipment and right of use assets are recoverable.

The key assumptions used in management’s discounted cash flow

model for restaurants identified to have impairment indicators are

sales growth, EBITDA margin, EBITDA margin terminal year, terminal

growth rate and discount rate.

This area is a key focus of our audit due to the inherent judgement

in assumptions used in impairment testing including the uncertainty

as to the ongoing impact of COVID-19 on forecast sales, costs

and EBITDA margins for each restaurant as well as the impact

of inflationary pressures on the future financial performance of

each CGU.

RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022INDEPENDENT AUDITOR’S REPORT
Materiality

Group

Scoping

Key Audit

Matters

OUR AUDIT APPROACH

Overview

Overall group materiality: $3.6 million, which represents approximately 2% of EBITDA.

We chose this benchmark because, in our view, it provides a more stable measure and better reflects the

performance of the Group.

Following our assessment of the risk of material misstatement, we:

– Performed full scope audits for all the Group’s principal business units which correspond to its market

segments in New Zealand, Australia, Hawaii and California based on their financial significance;

– Performed specified audit procedures and analytical procedures over the remaining entities and on

consolidation entries.

As reported above, we have two key audit matters, being:

–Goodwill impairment assessment - KFC and Taco Bell California

– Impairment assessment of restaurant property, plant and equipment and right of use assets - Australia,

California and New Zealand regions.

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In

particular, we considered where management made subjective judgements; for example, in respect of significant accounting estimates

that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits, we also addressed the

risk of management override of internal controls, including among other matters, consideration of whether there was evidence of bias that

represented a risk of material misstatement due to fraud.

Materiality

The scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable assurance about whether

the financial statements are free from material misstatement. Misstatements may arise due to fraud or error. They are considered material

if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the

financial statements.

Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall Group materiality

for the financial statements as a whole as set out above. These, together with qualitative considerations, helped us to determine the scope

of our audit, the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually and in

aggregate, on the financial statements as a whole.

How we tailored our group audit scope

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the financial statements as a

whole, taking into account the structure of the Group, the accounting processes and controls, and the industry in which the Group operates.

We performed full scope audits for all of the Group’s principal business units in New Zealand, Australia, Hawaii and California.

The materiality levels applied in the full scope audits of the principal business units were calculated by reference to a portion of Group

materiality appropriate to the relative scale of the business concerned.

OTHER INFORMATION

The Directors are responsible for the other information. The other information comprises the information included in the Annual report,

but does not include the financial statements and our auditor’s report thereon. The other information we obtained prior to the date of this

auditor’s report comprised the Historical Summary, Consolidated Income Statement, Non-GAAP Financial Measures and the Directors’

statement. The remaining other information is expected to be made available to us after that date.

Our opinion on the financial statements does not cover the other information and we do not express any form of audit opinion or assurance

conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether

the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears

to be materially misstated.

If, based on the work we have performed on the other information that we obtained prior to the date of this auditor’s report, we conclude that

there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

When we read the other information not yet received, if we conclude that there is a material misstatement therein, we are required to

communicate the matter to the Directors and use our professional judgement to determine the appropriate action to take.

Responsibilities of the Directors for the financial statements

The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of the financial statements in accordance

with NZ IFRS and IFRS, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements

that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Group’s ability to continue as a going concern,

disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either

intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements, as a whole, are free from material misstatement,

whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,

but is not a guarantee that an audit conducted in accordance with ISAs (NZ) and ISAs will always detect a material misstatement when it

exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be

expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located at the External Reporting Board’s website at:

https://www.xrb.govt.nz/assurance-standards/auditors-responsibilities/audit-report-1/

This description forms part of our auditor’s report.

Who we report to

This report is made solely to the Company’s shareholders, as a body. Our audit work has been undertaken so that we might state those

matters which we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do

not accept or assume responsibility to anyone other than the Company and the Company’s shareholders, as a body, for our audit work, for

this report or for the opinions we have formed.

The engagement partner on the audit resulting in this independent auditor’s report is Philippa (Pip) Cameron.

For and on behalf of:

Chartered Accountants Auckland

28 February 2023

SHAREHOLDER INFORMATION
1. STOCK EXCHANGE LISTINGS

The Company’s ordinary shares are dual listed on the main board equity securities markets operated by the NZX and ASX.

2. DISTRIBUTION OF SECURITY HOLDERS AND SECURITY HOLDINGS

Size of HoldingNumber of security holdersNumber of securities

1 to 4992,46246.99%495,8320.40%

500 to 9998 4716.17 %577,9590.46%

1,000 to 4,9991,57930.14%3,094,5412.48%

5,000 to 9,9991993.80%1,309,3531.05%

10,000 to 49,9991252.39%2,427,9211.95%

50,000 to 99,999110.21%7 5 7, 5 6 90.61%

100,000 to 499,99960.11%1,691,5351.36%

500,000 to 999,99920.04%1,376,2481.10%

1,000,000 and over80.15%1 1 3 ,0 2 7, 5 6 590.61%

5,239100.00%1 2 4 ,7 5 8 , 5 2 3100.02%

Geographic distribution

New Zealand4,99795.38%120,505,79096.59%

Australia1603.05%4,095,1143.28%

Rest of World821.57%157,6190.13%

5,239100.00%1 2 4 ,7 5 8 , 5 2 3100.00%

3. 20 LARGEST REGISTERED HOLDERS OF QUOTED EQUITY SECURITIES

Number of

ordinary shares

Percentage of

ordinary shares

HSBC Nominees (New Zealand) Limited - NZCSD <HKBN90>

1

96,939,5677 7.7 0 %

Custodial Services Limited <A/C 4>3,673,7492.94%

JPMorgan Chase Bank NA NZ Branch-Segregated Clients <A/C - NZCSD <Cham24>3,272,6232.62%

Citibank Nominees (New Zealand) Limited - NZCSD <CNOM90>2,661,5392.13%

Hobson Wealth Custodian Limited <Resident cash A/C>1,953,0951.57%

Accident Compensation Corporation - NZCSD <ACCI40>1,823,3041.46%

National Nominees Limited - NZCSD <NNLZ90>1,525,9201.22%

BNP Paribas Nominees (NZ) Limited - NZCSD <BPSS40>1 , 17 7,7 6 80.94%

New Zealand Depository Nominee Limited <A/C 1 cash account>874,14 00 .7 0 %

HSBC Nominees (New Zealand) Limited A/C State Street - NZCSD <HKBN45>502,1080.40%

BNP Paribas Nominees (NZ) Limited - NZCSD <COGN40>365,4080.29%

FNZ Custodians Limited 352,8 410.28%

Simplicity Nominees Limited - NZCSD300,8120.24%

BNP Paribas Nominees (NZ) Limited - NZCSD 261,2370.21%

Tea Custodians Limited Client Property Trust Account - NZCSD <TEAC40>251,2370.20%

JA Hong Koo & Pyung Keum Koo160,0000.13%

Hobson Wealth Custodians Limited <Equities DTA A/C>93,9190.08%

Forsyth Barr Custodians Limited <1-CUSTODY>89,5720.07%

Hobson Wealth Custodians Limited <Resident DRP account>8 7,0 5 20.07%

Leveraged Equities Finance Limited76,6050.06%

116,442,49693.31%

1

Included in HSBC Nominees (New Zealand) Limited is 93,568,919 shares owned by Finaccess Restauración, S.L. (formerly Global Valar, S.L.)


Other Information

CONTENTSPAGE

Shareholder information99

Statutory information101

Statement of corporate governance104

Corporate directory112

Financial calendar112

PAGE 98

Shareholder information

AS AT 27 FEBRUARY 2023 (UNLESS OTHERWISE STATED)

RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022

RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022STATUTORY INFORMATION
4. SUBSTANTIAL PRODUCT HOLDERS

The following shareholder had given notices as at 31 December 2022, in accordance with subpart 5 of part 5 of the New Zealand Finance Market

Conduct Act 2013 that they were substantial product holders in the Company and held a relevant interest in the number of ordinary shares

shown below.

Date of

notice

Number of

ordinary shares

Percentage

of voting

securities

Finaccess Restauración, S.L. (formerly Global Valar, S.L.)27 March 201993,568,89275.00%

5. SHARES ON ISSUE

As at 31 December 2022, the total number of ordinary shares of the company was 124,758,523.

6. DIRECTORS’ SECURITY HOLDINGS

As at 31 December 2022, Stephen Ward has an interest in 15,000 fully paid ordinary shares in RBD. As at 31 December 2022, Lyn Lim has an

interest in 7,500 fully paid shares in RBD.

7. NZX WAIVERS

No waivers have been granted by the NZX during the financial year ended 31 December 2022.

1. DIRECTORSHIPS

The names of the directors of the Company as at 31 December 2022 are set out on pages 52-53 of this annual report.

Grant Ellis and Russel Creedy are Directors of all subsidiary companies.

Arif Khan is a Director of Restaurant Brands Limited, RB Holdings Limited, RBDNZ Holdings Limited, Restaurant Brands Properties Limited,

RBP Holdings Limited, Restaurant Brands Pizza Limited, RBN Holdings Limited and Restaurant Brands Nominees Limited.

Ashley Jones is a Director of Restaurant Brands Australia Pty Limited, Restaurant Brands Australia Holdings Pty Limited, QSR Pty Limited.

Kevin Kurihara is a Director of Restaurant Brands US Holdings Limited, Pacific Island Restaurant Inc., TD Foods Group Inc., Taco Aloha Inc.,

Hawaii Pizza Hut Inc. Pizza Hut of Guam, Inc., Pizza Hut of Saipan, Inc. and TB Guam, Inc.

2. DIRECTORS AND REMUNERATION

$NZ000’sTotal remuneration

J Parés75

E Fullaondo90

C Fernández -

LM Álvarez75

H M Lim90

S Ward90

M Pato-Castel90

510

3. ENTRIES RECORDED IN THE INTERESTS REGISTER

The follow entries were recorded in the interest register of the Company and its subsidiaries during the year ended 31 December 2022.

(a) Share dealings of Directors

No shares were bought or sold by directors during the year ended 31 December 2022.

(b) Loans to Directors

There were no loans to directors during the year ended 31 December 2022.

Statutory information

FOR THE YEAR ENDED 31 DECEMBER 2022

Shareholder information (continued)

AS AT 27 FEBRUARY 2023 (UNLESS OTHERWISE STATED)

RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022STATUTORY INFORMATION
(c) General disclosure of interest

In accordance with section 140 (2) of the Companies Act 1993, directors of the Company have made general disclosures of interest in writing

to the board of positions held in other named companies or parties as follows:

NamePositionParty

J ParésExecutive chairmanAmRest Holdings SE

Director Grupo Finaccess S.A.P.I de C.V

PresidentFinaccess Capital USA

E FullaondoDirectorAmRest Holdings SE

C FernándezChairmanGrupo Finaccess S.A.P.I de C.V

DirectorAmRest Holdings SE

DirectorInmobiliaria Colonial, S.A.

ChairmanSolidaridad y Trabajo Virgen del Camino SL

ChairmanCinia de Mexico SA de CV

LM ÁlvarezChairmanCompitalia, S.A. de C.V.

DirectorFinaccess, S.A.P.I. de C.V.

DirectorGlobal Beverage Team

DirectorAmRest Holdings SE

H M LimDirectorAsia New Zealand Foundation

DirectorAuckland Regional Amenities Funding Board

DirectorGeneral Capital Limited

DirectorSP Corporation Limited – ceased 31 December 2022

ChairMiddlemore Foundation – ceased 4 December 2022

S WardChairmanSecureFuture Wiri Limited

DirectorHuntington Commercial Finance

ChairmanAdvisory Council to the Financial Dispute Resolution Service

Deputy ChairNational Provident Fund – ceased 30 June 2022

DirectorWindoma Holdings Limited

Deputy ChairmanLife Flight Trust

Board memberWellington Free Ambulance

TrusteeWellington Free Ambulance Trust

DirectorRenaissance Holdings (NZ) Limited

ConsultantSimpson Grierson

DirectorSydney Airport Limited – ceased 9 March 2022

M Pato-CastelExternal AdvisorKR Project SL

External AdvisorRosendo Mila SL

(d) Directors’ indemnity and insurance

The Company has insured all its directors and the directors of its subsidiaries against liabilities to other parties (except the Company

or a related party of the Company) that may arise from their position as directors. The insurance does not cover liabilities arising from

criminal actions.

The Company has executed a deed of indemnity indemnifying all Directors to the extent permitted by section 162 of the Companies Act 1993.

4. EMPLOYEES’ REMUNERATION

During the period the following number of employees or former employees received remuneration of at least $100,000.

Number of employees

Dec 2022Dec 2021

$100,000–$109,9993622

$110,000–$119,9993311

$120,000–$129,999238

$130,000–$139,999103

$140,000–$149,999913

$150,000–$159,999117

$160,000–$169,99993

$170,000–$179,99962

$180,000–$189,99932

$190,000–$199,99924

$200,000–$209,99923

$210,000–$219,99912

$220,000–$229,9992 -

$230,000–$239,99954

$240,000–$249,99914

$250,000–$259,99921

$260,000–$269,99922

$270,000–$279,99921

$280,000–$289,99921

$290,000–$299,9991 -

$300,000–$309,99923

$320,000–$329,9992 -

$330,000–$339,9991 -

$370,000–$379,999 - 1

$380,000–$389,999 - 1

$400,000–$409,9991 -

$420,000–$429,9991 -

$430,000–$439,9991 -

$480,000–$489,999 - 1

$530,000–$539,9991 -

$570,000–$579,9991 -

$580,000–$589,999 - 1

$640,000–$649,99911

$820,000–$829,9991 -

$900,000–$909,9991 -

$930,000–$939,999 - 1

$1,620,000–$1,629,9991 -

$1,700,000–$1,709,999 - 1

176103

5. SUBSIDIARY COMPANY DIRECTORS

No employee of the Company appointed as a Director of the Company or its subsidiaries receives, or retains any remuneration or benefit,

as a Director. The remuneration and other benefits of such employees, received as employees, are included in the relevant bandings for

remuneration disclosure under note 4 above.

Statutory information (continued)Statutory information (continued)

FOR THE YEAR ENDED 31 DECEMBER 2022FOR THE YEAR ENDED 31 DECEMBER 2022

RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022STATEMENT OF CORPORATE GOVERNANCE
OVERVIEW

Restaurant Brands New Zealand Limited (the “Company”) is listed on the NZX Main Board and as a Foreign Exempt Listing on the ASX (both

under the ticker code “RBD”).

The board is committed to having best-practice governance structures and principles and to following the guiding values of the Company:

Trust, Prudence, Fairness and Responsibility. In this part of the annual report, we provide an overview of the Company’s corporate governance

framework. It is structured to follow the recommendations set out in the NZX Corporate Governance Code (the “NZX Code”) and discloses

how the Company is applying these recommendations.

The board considers that as at 31 December 2022, the corporate governance practices it has adopted are in compliance with the NZX Code

other than Recommendation 2.9 (stating that an issuer should have an independent chair of the board).

An explanation as to why this Recommendation has not been adopted is provided under Principle 2 on page 105.

PRINCIPLE 1 – CODE OF ETHICAL BEHAVIOUR

“Directors should set high standards of ethical behaviour, model this behaviour and hold management accountable for these standards being

followed throughout the organisation.”

RBD Ethical Conduct Policy

The RBD Ethical Conduct Policy sets out the ethical standards the board expects all directors, officers, employees, contractors and

agents to adhere to when they represent the Company and its subsidiaries. The policy covers a wide range of areas including: standards of

professional behaviour, compliance with laws and policies, conflicts of interest, gifts and entertainment and proper use of Company assets

and information. The policy requires the reporting of breaches (or suspected breaches) of the policy.

In addition, each geographic business unit of the Company (ie New Zealand, Australia, Hawaii and California) (referred to as a Local Operating

Division) is empowered to adopt specific policies and/or procedures that complement, enhance or supplement the general standards set

out in the RBD Ethical Conduct Policy if appropriate for that Local Operating Division.

The RBD Ethical Conduct Policy is available on the Company’s website and is subject to biennial reviews.

Interests register

The board maintains an interests register. In considering matters affecting the Company, directors are required to disclose any actual or

potential conflicts. Where a conflict or potential conflict has been disclosed, the director takes no further part in receipt of information or

participation in discussions on that matter.

RBD Securities (Insider Trading) Policy

The RBD Securities (Insider Trading) Policy details the Company’s securities trading policy and includes restrictions on and procedures for directors

and employees trading in the Company’s financial products. In particular, the policy:

–prohibits trading by an individual holding non-public material information about the Company;

–requires all directors, officers, employees and contractors of the Company to obtain permission before trading can occur; and

– prohibits directors, the Group CEO, Group CFO and direct reports to the Group CEO and Group CFO from trading outside of set 8 week trading

windows that follow:

›the release of half and full year results; or

›the issuance of a “cleansing statement” under the Financial Markets Conduct Act 2013.

PRINCIPLE 2 – BOARD COMPOSITION & PERFORMANCE

“To ensure an effective Board, there should be a balance of independence, skills, knowledge, experience and perspectives.”

Responsibilities of the Board

The board is responsible for the proper direction and control of the Company’s activities and is the ultimate decision-making body of the

Company. The board has adopted a formal Board Charter detailing its authority, responsibilities, membership and operation. The Board

Charter is available for viewing on the Company’s website.

The key responsibilities of the Board under the Board Charter include setting strategic direction, approval of significant expenditures,

policy determination, stewardship of the Company’s assets, identification of significant business risks, legal compliance and monitoring

management performance.

Delegation

The board has delegated responsibility for the day-to-day leadership and management of the Company to the Group Chief Executive Officer

(Group CEO) who is required to do so in accordance with board direction. The Group CEO’s performance is reviewed each year by the board.

The review includes a formal performance appraisal against measured objectives together with a qualitative review.

The board has approved a schedule of delegated authorities affecting all aspects of the Company’s operation. This is reviewed from time to

time as to appropriateness and levels of delegation.

Composition and focus

The Company’s constitution prescribes a minimum of three directors and, as at 31 December 2022, the board comprised seven non-executive

directors (including the Chairman).

Profiles of the current directors, together with a summary of skill sets included in the “Board of Directors” section of this annual report and

on the Company’s website.

As at 31 December 2022, Emilio Fullaondo, Huei Min (Lyn) Lim, Maria Elena (Malena) Pato-Castel and Stephen Ward were considered by

the board to be independent under the NZX Listing Rules as they are not executives of the Company and do not have any direct or indirect

interests or relationships that could reasonably influence, in a material way, their decisions in relation to the Company. José Parés, Carlos

Fernández and Luis Miguel Álvarez were considered to not be independent as they represent a significant shareholding. Per the Company’s

Constitution, in the case of an equality of votes when a resolution of the board is tabled, the chair of the board has a casting vote.

The board does not have a policy on a minimum number of independent directors.

The board elected to not adopt Recommendation 2.9 (stating that an issuer should have an independent chair of the board) of the NZX

Corporate Governance Code during 2022 on the basis that, with the board consisting of a majority of independent directors, it is appropriate

for a shareholder holding 75% of the Company’s shares (ie Finaccess) to be represented by the chair of the board. The chairs of all sub-

committees of the board (being the Audit & Risk, Health & Safety and Remuneration & Nominations Committees) are independent directors.

The roles of Chairman and Group Chief Executive Officer are exercised by separate persons. In addition to committee responsibilities (below),

individual board members work from time to time directly with management on major initiatives such as acquisitions and asset rationalisations.

Shareholding

There is no prescribed minimum shareholding but some directors do hold shares, refer to the “Shareholder Information” section of this annual

report for more detail.

Directors may purchase shares upon providing proper notice of their intention to do so and in compliance with the operation of the RBD Securities

(Insider Trading) Policy (see above).

Nomination and appointment

The board has adopted a Director Nomination and Appointment Procedure. This procedure is administered by the Remuneration and

Nominations Committee and includes guidelines relating to board composition, considerations for new director appointments and the

process by which potential directors are nominated and assessed.

Written agreement

The Director Nomination and Appointment Procedure requires the terms of appointment for all new directors to be set out in a formal

letter of appointment and also stipulates that new directors are to receive induction training regarding the Company’s values and culture,

governance framework, the RBD Ethical Conduct Policy, Board and Committee policies, processes and key issues, financial management

and business operations.

Diversity

The Company and the board are committed to promoting a diverse and inclusive workplace. This is outlined in the RBD Diversity Policy which is

available on the Company’s website. The Company endeavours to ensure diversity at all levels of the organisation to ensure a balance of skills

and perspectives are available in the service of its shareholders and customers.

Statement of corporate governance (continued)

FOR THE YEAR ENDED 31 DECEMBER 2022

Statement of corporate governance

FOR THE YEAR ENDED 31 DECEMBER 2022

RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022STATEMENT OF CORPORATE GOVERNANCE
As at 31 December 2022, the gender balance of the Company’s directors, officers and all employees is as follows:

Directors Officers* Employees

Dec 2022 Dec 2021 Dec 2022 Dec 2021 Dec 2022 Dec 2021

Female229%2 29%330%330%5,98050%5,17145%

Male5 71%5 71%770%7 70%5,937 49%5,579 49%

Not specified721% 6906%

Total7 100%7 100%10100%10 100%11,989 100%11,440 100%

* “Officers” is defined in the NZX Listing Rules as only including those members of management who report directly to the board or report directly to a person who

reports to the board. As at 31 December 2022, the Group CEO is the only direct report to the board and the Group CFO, COO, CPO, CLCO, CMO and four Local

Operating Division CEOs are the only direct reports to the Group CEO.

The RBD Diversity Policy requires the Remuneration and Nominations Committee to develop and recommend to the board a set of measurable

goals for the Company to drive achievement of the objectives of the policy. The board considers that the performance of the Company during

the period ended 31 December 2022 in relation to most of the systemic elements of the RBD Diversity Policy was satisfactory.

Board appraisal and training

The board has adopted a performance appraisal programme by which it biennially monitors and assesses individual and board performance.

The Company does not impose any specific training requirements on its directors but does expect all directors to carry out appropriate training

to enable them to effectively perform their duties. New directors complete an induction programme with Company senior management.

Access to resources and advice

Directors may seek their own independent professional advice to assist with their responsibilities. During the 2022 financial year, no director

sought their own independent professional advice, but the board sought external advice and/or assistance with respect to the impending

retirement of the Group CEO and CFO.

Re-election

Pursuant to the requirements of the NZX Listing Rules, directors of the Company must not hold office (without re-election) past the third

Annual Shareholders’ Meeting following their appointment or three years (whichever is later) but may seek re-election at that meeting. At

the 2022 Annual Shareholder Meeting José Parés, Carlos Fernández, Emilio Fullaondo, Stephen Ward, Huei Min (Lyn) Lim and Luis Miguel

Álvarez were re-elected as directors of the company.

Meetings

The board normally meets eight to ten times a year and, in addition to reviewing normal operations of the Company, approves a strategic

plan and annual budget each year.

Board meetings are usually scheduled annually in advance, although additional meetings may be called at shorter notice.

Directors receive formal proposals, management reports and accounts in advance of all meetings.

The Group CEO and Group CFO are regularly invited to attend board meetings and participate in board discussion. Directors also meet with

other senior executives on items of particular interest.

Board and committee meeting attendance for the period ended 31 December 2022 was as follows:

Name

Board

meetings

held

Board

meetings

attended

Audit

and Risk

Committee

meetings

held

Audit

and Risk

Committee

meetings

attended

Health

and Safety

Committee

meetings

held

Health

and Safety

Committee

meetings

attended

Remuneration

and Nominations

Committee

meetings held

Remuneration

and Nominations

Committee

meetings attended

L M Álvarez 109n/an/a n/an/a33

J Parés101033n/an/an/a n/a

E Fullaondo1010333333

C Fernández1010n/an/a n/an/an/a n/a

S Ward1010333333

H M Lim1010333333

M Pato-Castel1010n/an/an/an/an/an/a

PRINCIPLE 3 – BOARD COMMITTEES

“The Board should use committees where this will enhance effectiveness in key areas, while retaining board responsibility.”

From amongst its own members, the board has appointed the following permanent committees:

Audit and Risk Committee

As at 31 December 2022, the members of the Audit and Risk Committee were Emilio Fullaondo (Chair), José Parés, Stephen Ward and Huei

Min (Lyn) Lim. This committee is constituted to monitor the veracity of the financial data produced by the Company, ensure controls are

in place to minimise the opportunities for fraud or for material error in the accounts and to oversee the operation of the Company’s Risk

Management Framework (discussed in more detail in the “Risk Management Framework” section under Principle 6). A majority of the

committee’s members must be independent directors and executive directors may not be members of the committee.

The Audit and Risk Committee meets two to four times a year. External auditors of the Company, senior management and executives

performing internal audit management from within the Company attend by invitation. The external auditors also meet separately with the

Audit and Risk Committee with no members of management present.

The Audit and Risk Committee has adopted a charter setting out the parameters of its relationship with internal and external audit functions.

The charter (which is available on the Company’s website) requires, among other things, five yearly reviews of the external audit relationship

and audit partner rotation.

Remuneration and Nominations Committee

As at 31 December 2022, the members of the Remuneration and Nominations Committee were Stephen Ward (Chair), Huei Min (Lyn) Lim,

Emilio Fullaondo and Luis Miguel Álvarez. This committee is constituted to administer the Director Nomination and Appointment Procedure,

approve appointments of senior executives of the Company (principally the Group CEO and those reporting directly to the Group CEO) and

make recommendations to the board in relation to terms of remuneration for non-executive directors and senior executives. It also reviews any

company-wide incentive and share option schemes as required and recommends remuneration packages for directors to the shareholders.

The Remuneration and Nominations Committee has adopted a written charter which is available on the Company’s website.

Health and Safety Committee

As at 31 December 2022, the members of the Health and Safety Committee were Huei Min (Lyn) Lim (Chair), Stephen Ward and Emilio Fullaondo.

This committee is constituted to assist the board to provide leadership and policy in discharging its health and safety governance duties. In

particular, the Health and Safety Committee is responsible for administering the Company’s Health and Safety Framework, monitoring and

assessing the Company’s Health and Safety performance and developing Health and Safety targets/objectives for the business.

The Terms of Reference for the Health and Safety Committee are set out in the Board Health and Safety Charter which is available on the

Company’s website.

At the time of this report’s publication, the board has appointed the (newly renamed) Health, Safety & Sustainability Committee to assist

the board in fulfilling Restaurant Brands’ environmental, social and governance responsibilities and objectives by providing leadership

and oversight for environmental, social and governance policies and disclosure matters. The Health, Safety and Sustainability Committee

also assists the Audit & Risk Committee with collecting, reviewing and verifying the data that goes into our sustainability reports, and has

oversight of Restaurant Brands’ ESG performance and annual targets.

The Health, Safety & Sustainability Committee has adopted a revised written charter which is available on the Company’s website.

Other sub-committees may be constituted and meet for specific ad-hoc purposes as required.

Takeover protocols

The board has adopted a set of Takeover Procedures and Protocols to be followed if there is a takeover offer for the Company. The Takeover

Procedures and Protocols provides for the formation of a committee of independent directors to consider and manage a takeover offer in

accordance with the Takeovers Code.

Statement of corporate governance (continued)Statement of corporate governance (continued)

FOR THE YEAR ENDED 31 DECEMBER 2022FOR THE YEAR ENDED 31 DECEMBER 2022

RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022STATEMENT OF CORPORATE GOVERNANCE
PRINCIPLE 4 – REPORTING AND DISCLOSURE

“The Board should demand integrity in financial and non-financial reporting and in the timeliness and balance of corporate disclosures.”

Continuous Disclosure Policy

The board and Company are committed to promoting shareholder and market confidence through open, timely and accurate communication

in compliance with the Company’s continuous disclosure obligations under the NZX and ASX Listing Rules and the Financial Markets

Conduct Act 2013. The RBD Continuous Disclosure Policy contains processes and procedures for ensuring that there is full and timely

disclosure of market sensitive information to all shareholders and other market participants and also outlines the responsibilities in relation

to the identification, reporting, review and disclosure of material information. The board has appointed a Disclosure Officer to administer

this policy.

Charters and policies

Copies of the Company’s key governance documents (including the Board Charter, Committee Charters, RBD Diversity Policy, RBD

Continuous Disclosure Policy, RBD Director and Senior Executive Remuneration Policy, RBD Code of Ethical Conduct, RBD Human Rights

Policy and RBD Securities (Insider Trading) Policy are available in the “Governance” section of the Company’s website.

Financial reporting

The board is committed to ensuring integrity and timeliness in its financial reporting and providing information to shareholders and the

wider market which reflects a considered view on the present and future prospects of the Company.

The Audit and Risk Committee oversees the quality and integrity of the Company’s external financial reporting including the accuracy,

completeness, balance and timeliness of financial statements. It reviews the Company’s full and half year financial statements and makes

recommendations to the board concerning the application of accounting policies and practice, areas of judgement, compliance with

accounting standards, stock exchange and legal requirements as well as the results of the external audit.

While the Audit and Risk Committee ultimately oversees the quality of the Company’s external financial reporting, the Company’s management

also provides confirmation in writing to the board that the Company’s external financial reports represent a true and fair representation of the

financial performance of the Company.

Non-financial reporting

The Company’s Environmental, Social and Governance Report is set out earlier in this annual report. The Company continues to develop its

environmental, social and governance reporting framework.

PRINCIPLE 5 – REMUNERATION

“The remuneration of directors and executives should be transparent, fair and reasonable.”

Board remuneration

The Company’s approach to the remuneration of directors and senior executives is set out in the RBD Director and Senior Executives

Remuneration Policy. The board’s Remuneration and Nominations Committee reviews director and senior executive remuneration and

makes recommendations to the board after taking into account the requirements of the policy. The Remuneration and Nominations

Committee’s membership and role are set out in more detail under Principle 3 above.

The total pool of director fees authorised at the Annual Shareholders’ Meeting on 21 June 2018 was $475,000 per annum. At the time the total

pool was authorised, the Company had five directors. On 24 June 2021, the board resolved to increase the directors’ fees pool in accordance

with NZX Listing Rule 2.11.3 by $172,500 to $647,500 per annum to allow for directors’ fees to be paid to the two additional directors that joined

the board since the pool was last increased on 21 June 2018.

No directors currently take a portion of their remuneration under a performance-based equity compensation plan, although a number of

directors do hold shares in the Company. Directors do not receive additional remuneration or benefits in connection with any directorship

they may hold of subsidiaries of the Company.

The terms of any retirement payments to directors are prescribed in the Company’s constitution and require prior approval of shareholders

at a general meeting. No retirement payments have been made to any director.

The Company has insured all of its directors and the directors of its subsidiaries against liabilities to other parties (except the Company or a related

party of the Company) that may arise from their position as directors. The insurance does not cover liabilities arising from criminal actions.

The Company has executed a Deed of Indemnity, indemnifying all directors to the extent permitted by section 162 of the Companies Act 1993.

Group Chief Executive Officer remuneration

The remuneration arrangements in place for the Group CEO consist of a base salary and a short term incentive scheme. In addition, in

September 2022 the Group CEO was awarded a one-time compensation benefit due to his impending retirement in March 2023. Details of

the Group CEO remuneration arrangements (including the amounts paid in 2021 and 2022 financial periods) are set out in Note 19 to the 31

December 2022 financial statements in this annual report.

PRINCIPLE 6 – RISK MANAGEMENT

“Directors should have a sound understanding of the material risks faced by the issuer and how to manage them. The Board should regularly

verify that the issuer has appropriate processes that identify and manage potential and material risks.”

Risk management framework

The Company has a Risk Management Framework for identifying, monitoring, managing and controlling the material risks faced by the

business. While the board is ultimately responsible for the effectiveness of the Company’s Risk Management Framework, the Audit and Risk

Committee administers the Risk Management Framework and:

–receives and reviews regular risk reporting from management;

–provides recommendations to the board in relation to:

›key/material risk identification and appetite levels;

›whether the Company’s processes for managing risks are sufficient; and

›incidents involving serious fraud or other material break-down/failing of the Company’s internal controls;

–periodically reviews:

›key/material risks that have been identified and the controls in place to manage them; and

›the Company’s business activities to identify likely sources of new risks; and

–confirms the robustness of the Risk Management Framework to the board on an annual basis.

The Committee is required to review the Risk Management framework at least biennially and conduct regular deep dive assessments of

each key/material risk to the Company’s business and the associated business controls management have put in place to manage/mitigate

these risks.

In managing the Company’s business risks, the board approves and monitors additional policies and processes in such areas as:

–Internal Audit – regular checks are conducted by operations and financial staff on all aspects of store operations.

–Treasury Management – exposure to interest rate and foreign exchange risks is managed in accordance with the Company’s treasury policy.

– Financial Performance – full sets of management accounts are presented to the board at every meeting. Performance is measured against an

annual budget with periodic forecast updates.

– Capital Expenditure – all capital expenditure is subject to relevant approval levels with significant items approved by the board. The board

also monitors expenditure against approved projects and approves the capital plan.

Insurance

The Company has insurance policies in place covering most areas of risk to its assets and business. These include material damage and business

interruption cover at all of its sites. Policies are reviewed and renewed annually with reputable insurers.

Health and safety

The Company’s Health and Safety Committee is responsible for reviewing and making recommendations to the board in respect of the

Company’s health, safety and wellbeing policies, procedures and performance. The Committee’s primary responsibility is to ensure that the

systems used to identify and manage health, safety and wellbeing risks are fit for purpose and are being effectively implemented, reviewed

and continuously improved. The Committee is also responsible for developing health and safety targets/objectives for the business. At the

time of this report’s publication, the Committee has been renamed as the Health, Safety & Sustainability Committee.

Management and the Committee receive detailed reporting on lead and lag indicators of health, safety and wellbeing performance including

health and safety incidents, injury rates by severity and mechanism, identified hazards and outputs from local, area and regional employee

health and safety forum meetings. The Company has dedicated health and safety experts who investigate incidents, analyse hazard/incident

trends to identify and mitigate potential health, safety and wellbeing risks and review, develop and monitor compliance with health, safety

and wellbeing processes and procedures.

At an individual store level, comprehensive policies and procedures for carrying out tasks in a safe manner are in place and regularly reviewed

to ensure they remain fit-for-purpose. Staff are trained in these policies and procedures as part of their induction. Registers are kept of

potential hazards at each store and regular reviews/audits of compliance with health, safety and wellbeing processes and procedures are

carried out by internal staff and external providers.

Reporting of lag indicators of health, Safety and wellbeing performance is contained in the Environmental, Social and Governance Section

of this annual report.

Statement of corporate governance (continued)Statement of corporate governance (continued)

FOR THE YEAR ENDED 31 DECEMBER 2022FOR THE YEAR ENDED 31 DECEMBER 2022

RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022STATEMENT OF CORPORATE GOVERNANCE
PRINCIPLE 7 – AUDITORS

“The board should ensure the quality and independence of the external audit process.”

External auditor

Oversight of the Company’s external audit arrangements is the responsibility of the Audit and Risk Committee. The Committee operates

under the Audit and Risk Committee Charter which (among other things) requires the Committee to:

–recommend the appointment of the external auditor;

–set the remuneration and review the performance of the external auditor;

–ensure the relationship with the external auditor is reviewed every five years and that the audit partner is rotated after five years;

–set the scope and work plan of the annual audit and half year review (along with the external auditor and management);

–ensure that no unreasonable restrictions are placed on the external auditor by the board or management;

–ensure that open lines of communication are maintained between the board, internal audit, management and the external auditor; and

–ensure the independence of the external auditor by:

› reviewing the nature and scope of professional services outside of the external statutory audit role proposed to be provided by the external

auditor and approving or declining their use in light of the requirement for external auditor independence;

› monitoring any approved services outside of the external statutory audit role provided by the external auditors to ensure that the nature

and scope of such professional services does not change in a manner that could be perceived as impacting on the external auditor’s

independence;

› reviewing the nature and scope of professional audit services proposed to be provided by firms other than the external auditor and

approving or declining their use in light of the requirement for external auditor independence; and

› reviewing and approving or declining any proposed employment by the Company or its subsidiaries of any former audit partner or

audit manager.

The Audit and Risk Committee receives an annual confirmation from the external auditor as to their independence from the Company. The

external auditor regularly meets with the Committee (including meetings without management present) and attends the Company’s Annual

Shareholders’ Meeting where the lead audit partner is available to answer questions from shareholders.

PwC have been the Company’s auditors since 2008.

Internal audit

The Audit and Risk Committee is responsible for the integrity and effectiveness of the Company’s internal audit function. The Company has

an internal audit team that performs assurance and compliance reviews across the Company’s operations as part of an annual programme

of work agreed with the Audit and Risk Committee.

PRINCIPLE 8 – SHAREHOLDER RIGHTS & RELATIONS

“The Board should respect the rights of shareholders and foster constructive relationships with shareholders that encourage them to engage

with the issuer.”

Shareholder communication

The board places importance on effective shareholder communication. Half year and annual reports are published each year and posted

on the Company’s website, together with quarterly sales releases, profiles of directors and key members of management, key governance

documents and copies of investor presentations. From time to time the board may communicate with shareholders outside this regular

reporting regime.

Shareholders are provided with the option of receiving communications from the Company electronically.

Consistent with best practice and of the Company’s continuous disclosure obligations under the NZX Listing Rules, external communications

that may contain market sensitive data are released through NZX and ASX in the first instance. Further communication is encouraged with

press releases through mainstream media. The board formally reviews its proceedings at the conclusion of each meeting to determine

whether there may be a requirement for a disclosure announcement.

Shareholder meetings

Shareholder attendance at annual meetings is encouraged and the board allows extensive shareholder debate on all matters affecting the

Company. The Company complies with its obligations under the Companies Act 1993 and the NZX Listing Rules in relation to obtaining

shareholder approval for major decisions/actions that may change the nature of the company shareholders have invested in.

Notice of the Company’s Annual Shareholders’ Meeting will be available at least 20 working days prior to the date of the meeting.

In accordance with the requirements of Rule 6.1.1 of the NZX Listing Rules, voting at the Annual Shareholders’ Meeting will be carried out by

way of a poll on the basis of one share, one vote.

Statement of corporate governance (continued)Statement of corporate governance (continued)

FOR THE YEAR ENDED 31 DECEMBER 2022FOR THE YEAR ENDED 31 DECEMBER 2022

RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022
Corporate directory

DIRECTORS

José Parés (Chairman)

Emilio Fullaondo

Carlos Fernández

Luis Miguel Álvarez

Stephen Ward

Huei Min (Lyn) Lim

Maria Elena (Malena) Pato-Castel

REGISTERED OFFICE

Level 3

Building 7

Central Park

666 Great South Road

Penrose

Auckland 1051

New Zealand

SHARE REGISTRAR

New Zealand

Computershare Investor Services Limited

Level 2

159 Hurstmere Road

Takapuna

Private Bag 92 119

Auckland 1142

New Zealand

T: 64 9 488 8700

E: enquiry@computershare.co.nz

Australia

Computershare Investor Services Limited

Yarra Falls

452 Johnston Street

Abbotsford, VIC 3067

GPO Box 3329

Melbourne, VIC 3001

Australia

T: 1 800 501 366 (within Australia)

T: 61 3 9415 4083

F: 61 3 9473 2500

E: enquiry@computershare.co.nz

Annual meeting

18 May 2023

Financial year end

31 December 2023

Annual profit announcement

February 2024

Financial calendar

AUDITORS

PricewaterhouseCoopers

SOLICITORS

Bell Gully

Harmos Horton Lusk

Meredith Connell

Squire Patton Boggs

Corrs Chambers Westgarth

Cades Schutte

BANKERS

Westpac Banking Corporation

J . P. M o r g a n

Rabobank

Bank of China

C O N TAC T D E TA I L S

Postal Address:

P O Box 22 749

Otahuhu

Auckland 1640

New Zealand

Telephone: 64 9 525 8700

Fax: 64 9 525 8711

Email: investor@rbd.co.nz

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.