Burger Fuel Group Limited logo

BFG – Notice of Annual Meeting – 7 September 2023

AGM3 August 2023BFGConsumer Discretionary

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Notice is given that the Annual Meeting of Shareholders of Burger Fuel Group Limited

(the “Company”) will be held on Thursday 07 September 2023 commencing at 11.00 am.

The meeting will follow the same format as last year where those shareholders who wish to

attend can only participate online by way of Zoom attendance. This format allows all

shareholders to attend without the need to travel.

VIRTUAL SHAREHOLDER MEETING

To participate in the meeting online please use the following link to join the BFG’s virtual meeting

Zoom platform, please register in advance for this webinar:

https://us06web.zoom.us/webinar/register/WN_XzDX-eUTR666kUVwqC2EXg

You will need to register with a free Zoom account to ensure the meeting runs smoothly and so

you have all the functionality at the meeting. After registering, you will receive a confirmation

email containing information about joining the webinar.

Please note, you will need to provide your CSN number when registering, this is found on your

proxy form and is needed for verification purposes.

Voting online prior to the meeting

Shareholders are encouraged to vote before the meeting in one of the following ways:

1. Online at www.investorvote.co.nz or by scanning the QR code on the Proxy/Voting form;

or

2. Complete the Proxy/Voting Form and send it to Computershare Investor Services Limited,

in accordance with the instructions set out on the form.

BFG offers the facility for shareholders to submit questions to the Board via the online platform

during the meeting. The Chair and CEO will answer as many of the questions as possible during

the Meeting. You may also submit a question in advance of the meeting online at

www.investorvote.co.nz







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AGENDA


The business of the meeting will be as follows:


1. Chairman and CEO Presentations


2. Shareholder Discussion and General Business


To consider the resolutions and such other business of the Company as may be

properly brought before the meeting in accordance with the Company’s constitution.


3. Resolutions


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


Resolution 1: Re-election of Director


To consider the re-election of Josef Roberts as a Director of the Company, who

retires by rotation in accordance with section 9.4 of the Company’s constitution

and, being eligible, offers himself for re-election.


See Explanatory Notes.


Resolution 2: Auditor’s Remuneration


To record the automatic re-appointment of Baker Tilly Staples Rodway as the

Company’s auditor, pursuant to Section 207T of the Companies Act 1993 and to

authorise the Company’s Board of Directors to fix the auditor’s remuneration for the

ensuing year.



By order of the Board of Directors of the Company



Mark Piet,

Company Secretary / Chief Financial Officer,

Burger Fuel Group Limited

Auckland, New Zealand

4th August 2023









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EXPLANATORY NOTES


Each of the resolutions to be considered, and if thought fit, to pass, at the Annual Meeting are

ordinary resolutions. An ordinary resolution means a resolution that is approved by a simple

majority of the votes of those shareholders entitled to vote and voting on the resolution.


Resolution 1: Re-election of Josef Roberts as Director


The Listing Rules provide that a Director must not hold office (without re-election) past the third

Annual Meeting after his or her appointment or re-election, or for three years, whichever is

longer. Accordingly, Josef Roberts retires by rotation, and being eligible, has offered himself for

re-election.


Josef is a founding shareholder and the current Group CEO of Burger Fuel Group Limited. He

works full time in the Company and is responsible for the overall direction and management of

the business. He is the founder and former CEO of Red Bull Australasia.


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


The Board of Directors (except Josef Roberts) unanimously recommends shareholders vote in

favour of the re-election of Josef Roberts.


Resolution 2: Auditor’s Remuneration


Baker Tilly Staples Rodway is automatically re-appointed as the Company’s auditor under

Section 207T of the Companies Act 1993. This resolution authorises the Board of Directors to

fix the fees and expenses of the auditor for the ensuing year.


PROXIES AND REPRESENTATIVES


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


Any shareholder of the Company entitled to attend and vote at the meeting may appoint

another person as their proxy to attend and vote instead of them. A proxy need not be a

shareholder and may be appointed online or by completing the form accompanying this

Notice of Meeting.


The proxy must be lodged online at www.investorvote.co.nz or, if you complete the form,

received by the Company’s share registry, Computershare Investor Services Limited at

either Private Bag 92119, Auckland 1142 or at Level 2, 159 Hurstmere Road, Takapuna,

Auckland so as to be received no later than 11.00am on Tuesday 5

th

September 2023.









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If you wish, you may appoint “the Chairman of the Meeting” as your proxy.


Any corporation that is a shareholder of the Company may appoint a person as its

representative to attend the meeting and vote on its behalf, in the same manner as that

in which it could appoint a proxy.


You may either direct your proxy how to vote for you, or you may give your proxy discretion

to vote how they see fit. If you wish to give your proxy discretion you should mark the

appropriate boxes on the proxy form.


Any undirected votes in respect of a resolution, where the Chair or any other Director is

appointed proxy, will be voted in favour of the relevant resolution, other than

when they are prohibited from voting on that resolution.


If you do not name a person as your proxy or your named proxy does not attend the

meeting, the Chair will act as your proxy and will vote in accordance with your express

direction, and any undirected proxies will be voted in accordance with the Chair's

discretion.

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Your secure access information
Control Number: CSN/Shareholder Number:

PLEASE NOTE: You will need your CSN/Shareholder Number and postcode or country of residence (if outside New Zealand) to

securely access InvestorVote and then follow the prompts to appoint your proxy and exercise your vote online.

Turn over to complete the form to vote

Proxy/Voting Form

Signing Instructions for Postal Forms

Individual

Where the holding is in one name, the shareholder must sign.

Joint Holding

Where the holding is in more than one name, all of the shareholders should

sign.

Power of Attorney

If this Proxy Form has been signed under a power of attorney, a copy of the

power of attorney (unless already deposited with the Company) and a signed

certificate of non-revocation of the power of attorney must be produced to the

Company with this Proxy Form.

Companies

This form must be signed by a Director jointly with another Director, or a Sole

Director can sign alone. Please sign in the appropriate place and indicate the

office held.

Comments & Questions

If you have any comments or questions for the company, please write them on

a separate sheet of paper and return with this form.

Lodge your proxy

Burger Fuel Group Limited

Online

www.investorvote.co.nz

By Mail

Computershare Investor Services Limited

Private Bag 92119, Auckland 1142, New Zealand

For all enquiries contact

+64 9 488 8777

corporateactions@computershare.co.nz

Lodge your proxy online, 24 hours a day, 7 days a week:

www.investorvote.co.nz

Scan the QR code to vote now.

Smartphone?

For your proxy to be effective it must be received by 11.00am Tuesday, 5 September 2023.

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

If you do not plan to attend the meeting, you may appoint a proxy. The proxy

need not be a shareholder of the Company. The Chairman of the meeting, or

any other director, is willing to act as proxy for any shareholder who wishes to

appoint him or her for that purpose. To do this, enter ‘the Chairman of the

Meeting’ or the name of your proxy in the space allocated in ‘Step 1’of this

form. If you do not name a person as your proxy or your named proxy does not

attend the meeting, the Chair will act as your proxy and will vote in accordance

with your express direction, and any undirected proxies will be voted in

accordance with the Chair’s direction. Alternatively you can appoint a proxy

online at www.investorvote.co.nz.

Voting of your holding

Direct your proxy how to vote by marking one of the boxes opposite each item

of business. If you return this form without directing the proxy how to vote on a

particular matter, the proxy will vote in favour of the relevant resolution, other

than when he or she is prohibited from voting on that resolution. If you mark

more than one box on an item your vote will be invalid on that item.

Attending the Meeting

All shareholders will have the option to attend, vote and participate in the

Annual Shareholder Meeting online via an internet connection using a laptop,

tablet or smartphone. For further details see the Notice of Meeting that

accompanies this form.

Use this form to assist your online registration. Any corporation that is a

shareholder of the Company may appoint a person as its representative to

attend the meeting and vote on its behalf, in the same manner as that in

which it could appoint a proxy.

Proxy/Corporate Representative Form
Appoint a Proxy to Vote on Your Behalf

Elect Electronic Communications

STEP 1

hereby appointof

or failing him/herof

I/We being a shareholder/s of

Burger Fuel Group Limited

Want to receive your communications quickly? Elect electronic communications by providing your email address below

Items of Business - Voting Instructions/Ballot Paper

STEP 2

Please note: You may either direct your proxy how to vote for you, or you may give your proxy discretion to vote how he/she sees fit. If you wish to

give your proxy discretion you should mark the appropriate boxes on the proxy form. If you do not mark any box for a particular resolution, then

your proxy will vote or abstain from voting as he or she thinks fit.

Signature of Shareholder(s) This section must be completed.

SIGN

or Sole Director/Directoror Director (if more than one)

Shareholder 1Shareholder 2Shareholder 3

Contact Name Contact Daytime Telephone Date

Ordinary Business

Resolution 1

To consider the re

-election of Josef Roberts as a Director of the Company, who retires by rotation in

accordance with section 9.4 of the Company’s constitution and, being eligible, offers himself for re

-election.

Resolution 2

To record the automatic re

-appointment of Baker Tilly Staples Rodway as the Company’s auditor, pursuant

to Section 207T of the Companies Act 1993 and to authorise the Company’s Board of Directors to fix the

auditor’s remuneration for the ensuing year.

ForAgainstAbstain

Proxy

Discretion

as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the An

nual Meeting of Burger Fuel Group

Limited to be held online at https://us06web.zoom.us/webinar/register/WN_XzDX-eUTR666kUVwqC2EXg on Thursday, 7 September 2023 at 11.00am and at any

adjournment of that meeting.

Email Address

(By providing an email address above it is acknowledged that all communications for my portfolio will be received electronically where offered)

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