NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

BURGER FUEL GROUP LIMITED


NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

Introduction and important information


Notice is given that a special meeting of shareholders of Burger Fuel Group Limited
(Company) will be held at Rakiura Room, Parkside Hotel & Apartments, 100 Greys
Avenue, Auckland, 1010 and via the Computershare online web platform at
https://meetnow.global/nz commencing at 11:30am (New Zealand time) on
Thursday 14 December 2023.

In the event that the Board determines a physical meeting is inappropriate for any
reason including health and safety reasons, the Company may decide to hold a virtual
only meeting. If this occurs, the Company will provide shareholders with notice through
an announcement to the NZX and on the Company's website.

Guidance on meeting participation is included in the Notice of Special Meeting and in the
form accompanying the Notice of Special Meeting entitled “Virtual Meeting Guide".

The special meeting is called for the shareholders to consider and, if thought fit, to pass
the following special resolution:

THAT the scheme of arrangement relating to the return of capital to shareholders, as set
out in the Arrangement Document incorporated in the Explanatory Notes in the Notice of
Special Meeting, be approved.

Meeting date/time: 11:30am, Thursday 14 December 2023
Last date for receipt of proxy forms: 11:30am, Tuesday 12 December 2023

By order of the Board:


Mark Piet,
Company Secretary / Chief Financial Officer,
Burger Fuel Group Limited
Auckland, New Zealand
15 November 2023

CHAIRMAN'S LETTER
15 November 2023
Dear Shareholder,
Capital Return
On 27 October 2023, Burger Fuel Group Limited (Burger Fuel or the Company)
announced its intention to return approximately NZ$4.077 million of capital to
shareholders.
The return of capital will not alter your proportionate shareholding in the Company, or
your proportionate voting and distribution rights, and will be by way of a Court and
shareholder-approved process.

1. Why is Burger Fuel returning this money to me?
1.1 The Company currently has excess cash, that is, over and above the cash needed
for its working capital requirements for the foreseeable future.
1.2 The origins of the Company's excess cash and unrestricted capital assets is a result
of the issue of shares to, and subsequent buy-back of shares at a lower cost from,
Franchise Brands LLC, a company affiliated to the Subway® Corporation of USA, in
connection with expansion plans which were not fully implemented (as more fully
described at paragraph 4 of the Explanatory Notes to the Notice of Special
Meeting). As such, most of the cash was surplus capital that is not being used for a
particular investment opportunity.
1.3 The Company has been through an extensive exercise to determine the best use of
its excess cash. The directors of the Company (Board) do not believe that any
suitable opportunities exist at present or are likely in the short to medium term for
the full amount of the cash currently held within the Company.
1.4 After taking into account the Company’s balance sheet structure, investment
opportunities and operating outlook, the Board has determined that approximately
NZ$4.077 million of this cash should be returned to shareholders by way of a pro
rata return of capital effected by way of a Court approved scheme of arrangement
under Part 15 of the Companies Act 1993. Following the return, the Company will
still have approximately NZ$4.100 million of cash on hand (plus on-going earnings)
to continue operating and growing its business.

2. How will the return of capital actually work and how am I affected?
2.1 30% of your shares will be cancelled (together with all rights attaching to those
shares) and in return you will receive NZ$0.27 for each cancelled share.
Shareholders registered on the Company’s share register as the holder of shares in
the Company at 5:00pm (New Zealand time) on the Record Date (as that term is
defined in the Arrangement Document incorporated in the Explanatory Notes in the
Notice of Special Meeting) will have shares cancelled and be paid the NZ$0.27 for
each share cancelled. If multiplying the number of shares you own by 0.30 (being
the decimal form of 30%) does not result in a whole number, then the resulting
number will be rounded up or down to the nearest whole number of shares (with 0.5
rounded up).
2.2 It is important to note that following the cancellation of shares, you will have the
same proportionate shareholding and voting interest as before that cancellation.
2.3 The tax consequences of the return of capital are set out in section 3 of the
Explanatory Notes to the Notice of Special Meeting. Shareholders should obtain
independent tax advice on the effect of the capital return, based on their individual
circumstances.
3. Process and Approvals for the Return of Capital
3.1 Burger Fuel has now obtained initial orders from the New Zealand High Court which
include directions about the holding of a special meeting of shareholders to
consider a special resolution to approve the capital return.
3.2 Accompanying this letter is:
(a) a Notice of Special Meeting. This includes an explanation of the capital return
proposal which I recommend you read carefully;
(b) a form entitled “Virtual Meeting Guide”. Details as to how to attend the
meeting virtually, as well as how to ask questions and to vote, are set out on
that form;
(c) a proxy form (if you are receiving this notice via post and an online proxy form
link if you are receiving this via email). This form or link can be used if you do
not wish to attend the meeting in person and, if used, must be deposited or
completed online with the Registry, Computershare using one of the methods
outlined on the proxy form by 11:30am (New Zealand time) on Tuesday 12
December 2023 (being 48 hours before the start of the meeting);
(d) a copy of the originating application to the Court for orders sanctioning the
return of capital to shareholders (dated 27 October 2023); and
(e) a copy of the Court's minute, making the interim orders that are being sought.

4. What do I need to do?
4.1 The capital return requires approval by at least 75% of the votes cast on the
resolution at the special meeting and a simple majority of the votes of those
shareholders entitled to vote.
4.2 If the return of capital is approved by shareholders at the special meeting, Burger
Fuel will then seek final Court approval in early February 2024 before completing
the return of capital.
5. Meeting participation
5.1 The special meeting will be held at Rakiura Room, Parkside Hotel & Apartments,
100 Greys Avenue, Auckland, 1010 and via the Computershare online web platform
at https://meetnow.global/nz commencing at 11:30am (New Zealand time) on
Thursday 14 December 2023. The online meeting will open online at 11.00am to
allow you time to log into the platform. In the event that the Board determines a
physical meeting is inappropriate for any reason including health and safety
reasons, Burger Fuel may decide to hold a virtual only meeting. If this occurs,
Burger Fuel will provide shareholders with notice through an announcement to the
NZX and on Burger Fuel's website. Guidance on meeting participation is included
in the Notice of Special Meeting and in the form accompanying the Notice of
Special Meeting entitled “Virtual Meeting Guide".
6. Board's recommendation
6.1 The Burger Fuel Board recommends that you vote in favour of the capital
return.

Yours sincerely


Peter Brook
Chairman

IMPORTANT INFORMATION

1. The meeting referred to in this Notice of Special Meeting has been convened by an
order of the High Court of New Zealand made at Auckland on 30 October 2023.
2. The scheme of arrangement referred to in the special resolution is recorded in the
Arrangement Document incorporated in the Explanatory Notes explaining the
special resolution and accompanying this Notice of Special Meeting.
3. A copy of the Company’s originating application to the Court for orders sanctioning
the return of capital to shareholders (dated 27 October 2023) and a copy of the
Court's minute making the interim orders that are being sought accompanies this
Notice of Special Meeting.
4. The persons who will be entitled to vote at (or prior to) the meeting (including by
proxy or representative) are those persons registered on the Company’s share
register as the holder of shares in the Company at 5:00pm (New Zealand time) on
Tuesday 12 December 2023 which is two working days before the meeting.
5. There are three methods by which you can exercise your right to vote. Namely:
(a) by voting online in advance of the meeting at www.investorvote.co.nz;
(b) attending the meeting in person or via the Computershare Online Meeting
Platform and voting during the meeting; or
(c) by appointing a proxy to attend virtually or in person to vote in your place.
All voting at the Special Meeting will be by poll in accordance with the NZX Listing
Rules and the Company's constitution.
6. Shareholders may choose to vote before the meeting online at
www.investorvote.co.nz or by scanning the QR code on the proxy form which
accompanies this Notice of Special Meeting and Explanatory Notes. You will need
to provide your CSN/Shareholder Number, which can be found on the proxy form,
and postcode or country of residence (if outside New Zealand) to vote online.
Online voting prior to the meeting must be done by 11:30am (New Zealand time) on
Tuesday 12 December 2023 (being 48 hours before the start of the meeting).
7. Shareholders can vote at the physical meeting by being present and voting in
person. If you are entitled to vote and wish to do so in person at the Special
Meeting, please bring your proxy form with you, as the barcode will assist with your
registration. Those attending the virtual meeting via the Computershare online web
platform at https://meetnow.global/nz can cast their vote online during the meeting.

Instructions on how to complete this process are included in the Virtual Meeting
Guide. If you wish to vote online during the meeting, login as a shareholder using
your CSN/Shareholder Number, which can be found on your proxy form, for
verification purposes.
8. A shareholder of the Company entitled to attend the special meeting and vote is
entitled to appoint a proxy to attend and vote in that shareholder’s place. The proxy
need not be a shareholder of the Company. Shareholders who wish to appoint a
proxy must deposit the proxy form with the Company using one of the methods
noted below (and outlined on the proxy form) by 11:30am (New Zealand time) on
Tuesday 12 December 2023 (being 48 hours before the start of the meeting).
Shareholders may choose to appoint a proxy online at www.investorvote.co.nz or
by scanning the QR code on the proxy form, and will be required to enter their
CSN/Shareholder Number and postcode or country of residence (if outside New
Zealand). Alternatively, shareholders may choose to appoint a proxy by delivering
the proxy form to 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, provided that this is received by 11:30am (New
Zealand time) on Tuesday 12 December 2023 (being 48 hours before the start of
the meeting).
9. 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 chairman 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
chairman 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
chairman's discretion.
10. The special resolution must be approved by at least 75% of votes of shareholders
who are entitled to vote and exercise their right to vote on the resolution and a
simple majority of the votes of those shareholders entitled to vote. No shareholder
is prohibited on voting on the special resolution and all shareholders will vote
together as one class.
11. This Notice of Special Meeting has been submitted to NZX Limited in accordance
with NZX Listing Rule 7.1.1 and NZX has provided written confirmation that it does

not object to this Notice of Special Meeting. However, NZX accepts no
responsibility for any statement in this Notice of Special Meeting.
12. The Board recommends that you vote in favour of the special resolution to approve
the return of capital. The Directors intend to vote their own shares in favour of the
return of capital.
13. Meeting Participation
13.1 The special meeting will be held at Rakiura Room, Parkside Hotel & Apartments,
100 Greys Avenue, Auckland, 1010 and via the Computershare online web platform
at https://meetnow.global/nz commencing at 11:30am (New Zealand time) on
Thursday 14 December 2023. In the event that the Board determines a physical
meeting is inappropriate for any reason including health and safety reasons, Burger
Fuel may decide to hold a virtual only meeting. If this occurs, Burger Fuel will
provide shareholders with notice through an announcement to the NZX and on
Burger Fuel's website. In order to participate remotely, shareholders should visit
https://meetnow.global/nz on their desktop or mobile device and click “GO” under
the Burger Fuel Group meeting and then click “JOIN MEETING NOW”. By using the
meeting platform, you will be able to attend the meeting online, vote and ask
questions online using your smartphone, tablet or desktop device. Please refer to
the enclosed Virtual Meeting Guide for more information. You will need the latest
version of Chrome, Safari or Edge to access the meeting. Please ensure your
browser is compatible.
13.2 If shareholders have any questions or need assistance with the online process,
please contact Computershare at corporateactions@computershare.co.nz or on
0800 650 034 or +64 9 488 8777 (outside of NZ) between 8.30am and 5.00pm
(New Zealand time) Monday to Friday. Shareholders will be able to view the
presentations, vote on the resolutions to be put to shareholders and ask questions,
by using their own computers or mobile devices. Shareholders will still be able to
appoint a proxy to vote for them as they otherwise would, by following the
instructions on the proxy form and this Notice of Special Meeting. Please note that
not all questions may be able to be answered during the meeting. In this case,
questions will be followed up after the meeting.
13.3 Details of how to participate “virtually” are provided in the accompanying Virtual
Meeting Guide, with instructions for accessing the virtual meeting. Shareholders are
encouraged to review this guide prior to the special meeting. Shareholders will
require their CSN/Shareholder Number, which can be found on their proxy form (or
top right of their email), for verification purposes. The safety of our shareholders
remains our key focus and if anyone is feeling unwell, they must not attend the
meeting in person.

EXPLANATORY NOTES

1. Introduction
1.1 On 27 October 2023, the board of Directors of the Company (Board) announced its
intention to undertake a capital repayment to shareholders of the Company. The
Board proposes to return to shareholders, on a pro rata basis, approximately
NZ$4.077 million.
1.2 The proposal to return capital will be put to shareholders for approval by a special
resolution at a special meeting scheduled for 14 December 2023. The amount to be
paid out under the proposed capital return will be funded by cash reserves.
1.3 The Board has determined that this return of capital should be effected by way of a
Court approved arrangement under Part 15 of the Companies Act 1993 (Scheme).
The Board considers the proposed Scheme to be fair to all shareholders as it
achieves a return of capital on a pro rata basis, with the result that the return of
capital does not alter the shareholders’ relative voting and distribution rights.
1.4 On 27 October 2023, the Company applied to the High Court of New Zealand for an
order directing the Company to put the Scheme to shareholders. The Court made
initial orders on 30 October 2023 which require (amongst other things) the Scheme
to be approved by special resolution of shareholders (that is, a resolution passed by
a 75% majority of the votes of all shareholders entitled to vote and voting at the
meeting) and a simple majority of the votes of those shareholders entitled to vote. If
the resolution is passed, the Company will seek final orders from the High Court
sanctioning the return of capital. The final orders that are being sought by the
Company sanctioning the Scheme are set out in the copy of the Company’s
originating application to the Court (dated 27 October 2023), which accompanies
this Notice of Special Meeting.
1.5 If shareholders do not approve the Scheme, it will not proceed and the Company’s
application to the High Court will be discontinued.
1.6 The Company has received confirmation from Mason Roberts Holdings Limited, the
Company's largest shareholder, that it intends to vote all of the shares it holds in the
Company in favour of the Scheme.
2. The Arrangement and Its Effect
2.1 Subject to approval by shareholders, and receipt of final orders from the High Court
sanctioning the return of capital, the Scheme will result in:
(a) the cancellation of 30% of shares held by each shareholder in the Company
(together with all rights attaching to those shares). If multiplying the number of
shares you own by 0.30 (being the decimal form of 30%) does not result in a

whole number, then the resulting number will be rounded up or down to the
nearest whole number of shares (with 0.5 rounded up); and
(b) the payment to each shareholder of NZ$0.27 for each share cancelled.
Shareholders registered on the Company’s share register as the holder of
shares in the Company at 5:00pm (New Zealand time) on the Record Date (as
that term is defined in the Arrangement Document incorporated in the
Explanatory Notes in the Notice of Special Meeting) (Record Date) will have
shares cancelled and be paid the NZ$0.27 for each share cancelled.
In this way, the Company will return to shareholders, on a pro rata basis,
approximately NZ$4.077 million of capital. On the Record Date there are expected
to be 50,336,863 shares on issue. Based on this number, cancellation of 30% of the
total shares on issue will result in 15,101,059 ordinary shares being cancelled
(subject to rounding). This will leave the total number of ordinary shares on issue at
approximately 35,235,804 (subject to rounding).
2.2 Subject to the approval of shareholders, the final orders from the High Court
sanctioning the Scheme are expected to be made on 5 February 2024.
2.3 The share register will close at 5pm (New Zealand time) on the Record Date. This
will be for the purpose of determining the number of shares to be cancelled and the
amount to be returned to those shareholders whose names appear in the share
register at that time.
2.4 Payment to shareholders will be made by direct credit in the case of those
shareholders who have previously provided bank account details to
Computershare. Direct credits will be made within ten business days after the
Record Date. Shareholders will be issued with a new shareholding statement
showing the new number of shares held following the cancellation of shares. Both
the payment to shareholders and the provision of a new shareholding statement will
be undertaken by Computershare.
2.5 For those shareholders that have not previously provided their bank account details
to Computershare, you can provide them by:
(a) Updating your details online at Computershare’s online portal
www.investorcentre.com/nz (recommended); or
(b) emailing your updated bank details to enquiry@computershare.co.nz together
with your CSN/Shareholder number.
2.6 If Computershare has valid contact details for shareholders, Computershare will
attempt to make contact to obtain bank account details by the Record Date.
Payment will then be made within ten business days of valid details having been
provided (without interest) if they are not provided by the Record Date with the

funds being dealt with as unclaimed distributions in the meantime in accordance
with the Company's constitution (see clause 4.3). Shareholders are encouraged to
ensure that they have provided valid, up to date contact details and bank account
details to Computershare to ensure payment is able to be made in a timely manner.
2.7 The timetable for the proposed Scheme is set out in the table below.
Event Date
Special meeting of shareholders Thursday 14 December 2023
Final orders made by High Court* Monday 5 February 2024
Record Date* Tuesday 13 February 2024
Payment to shareholders* Tuesday 27 February 2024

* The dates above are indicative only. If the final court orders have not been made
by Monday 5 February 2024 the Record Date will be five business days after the
date on which the final orders from the High Court sanctioning the Scheme are
made. Payment will be made to shareholders within ten business days after the
Record Date.
3. Taxation
3.1 The following is provided as general guidance as to the tax effect in New Zealand.
Shareholders should obtain independent taxation advice on the effect of the
Scheme based on their individual circumstances.
3.2 The Scheme meets the requirements under the Income Tax Act 2007 (NZ) to be
treated as a return of capital and not a dividend.
3.3 The amount to be returned to shareholders is significantly less than the Company’s
available subscribed capital which is approximately NZ$11.913 million. As the
amount to be returned to shareholders is less than the Company’s available
subscribed capital and certain other requirements in the Income Tax Act 2007 (NZ)
are satisfied, the amount paid to shareholders will be treated as a return of capital
and not as a dividend for New Zealand income tax purposes.
3.4 This means the payment will generally not be taxable for New Zealand
shareholders unless:
(a) the shareholder is a share dealer;
(b) the shares were acquired for the purpose of resale; or
(c) the amount received by a shareholder is derived from a profit-making
undertaking or scheme.

3.5 If one of the above limbs applies to any shareholder they should seek professional
tax advice to ascertain whether any deduction may be available.
3.6 As the amount being returned under the Scheme is more than 15% of the value of
the Company on the date of announcement of the return of capital, there is no
requirement to obtain confirmation of the tax treatment from Inland Revenue. In
addition, the Company has not applied for a binding ruling as to the tax treatment of
the capital return, but has relied on advice that in the circumstances a binding ruling
need not be obtained.
4. Rationale for the Return Of Capital
4.1 Since 2014 the Company has had surplus capital following the issue of 4,357,298
shares in the Company (New Shares) to Franchise Brands LLC (FBL), a company
affiliated to the Subway® Corporation of USA, on 28 February 2014 at $1.35 per
share raising $5,882,352 of new capital to help fund the Company's plans to
expand into the United States under a collaboration agreement with FBL. Following
the death of the founder of Subway® in September 2015 the expansion plans
stalled and the collaboration agreement was terminated.
4.2 As part of the termination arrangements, the Company agreed to buy all of FBL's
shares in the Company (including the New Shares) at $0.37 per share in tranches
during 2018 and 2019 resulting in a net capital surplus on the balance sheet after
these transactions of $3,675,910. At this time, the Company looked at possible
utilisations of its unrestricted capital but did not consider that there were any
transactions (including any material acquisitions or investments) that would be
suitable for the Company to undertake.
4.3 In March 2020, the Covid-19 pandemic began in New Zealand. At the early stages
of the pandemic the board considered that all cash should remain in the Company
until the pandemic was clearly over and the Company's business had returned to a
foreseeable, regular trading pattern.
4.4 The Company currently has excess cash, that is, over and above the cash needed
for its working capital requirements for the foreseeable future.
4.5 The Company has been through an extensive exercise to determine the best use of
its excess cash. The Board does not believe that any suitable opportunities exist at
present or are likely in the short to medium term for the full amount of the cash
currently held within the Company.
4.6 After taking into account the Company’s balance sheet structure, investment
opportunities and operating outlook, the Board has determined that approximately
NZ$4.077 million be returned to shareholders by a pro rata return of capital effected
by way of a Court approved scheme of arrangement under Part 15 of the

Companies Act 1993. Following the return the Company will still have
approximately NZ$4.100 million of cash on hand (plus on-going earnings) to
continue operating and growing its business.
4.7 In determining the amount of capital to be returned to shareholders, the Board
considered a number of factors, including:
(a) any potential need for capital expenditure over the next 1 – 2 years;
(b) the Company’s ability to comfortably meet all of its liabilities;
(c) the Company’s credit quality;
(d) likely future revenues and liabilities; and
(e) the solvency position of the Company’s subsidiaries.
4.8 In determining the preferred form of capital return, the Company sought advice from
its external legal advisers, its auditors, and tax advisers. After careful consideration
by the Board, it was decided that the Scheme was the preferred option available as
it was the most tax efficient means of returning excess cash to shareholders.
4.9 In reviewing the options for the return of capital, the Company’s objectives included:
(a) certainty that the return of capital would proceed (with a low level of execution
risk);
(b) ensuring that the payment made to shareholders is appropriately treated as a
return of capital for New Zealand tax purposes (see further information in
section 3 under the heading “Taxation”);
(c) ensuring the return of capital will be made in a timely manner, so that
shareholders receive cash in the near term; and
(d) adopting a method that ensured all shareholders are treated on the same
basis and that the return of capital does not alter any shareholder’s
proportionate voting or distribution rights.
5. Effect on Shareholders
Shareholder value
5.1 The Scheme involves 30% of shares registered in the name of each shareholder
that is registered on the Company's share register as the holder of shares in the
Company at 5:00pm (New Zealand time) on the Record Date being cancelled
(together with all rights attaching to those shares). In return shareholders will
receive a cash sum of NZ$0.27 for each share cancelled. If multiplying the number
of shares owned by shareholders by 0.30 (being the decimal form of 30%) does not
result in a whole number, then the resulting number will be rounded up or down to
the nearest whole number of shares (with 0.5 rounded up).

Directors’ holdings
5.2 Directors of the Company and associated persons of Directors who legally and/or
beneficially own shares in the Company will participate in the return of capital in
exactly the same way as all other ordinary shareholders of the Company. Directors
and/or their associated persons are entitled to vote on the special resolution to
approve the return of capital.
6. Further Information
6.1 Shareholders who have any questions about the effect of the Scheme on their
investment should consult their financial advisers.
6.2 Copies of the originating application filed with the Court in relation to the Scheme
and the initial Court orders accompany this Notice of Special Meeting and are also
available on the Company's website at https://www.burgerfuel.com/nz/investor-
relations#shareholder-information.
7. Board Recommendation
7.1 The Board recommends that shareholders vote in favour of the Scheme.

ARRANGEMENT DOCUMENT

Scheme of Arrangement pursuant to Part 15 of the Companies Act 1993
BETWEEN Burger Fuel Group Limited and the holders of shares in Burger Fuel Group
Limited.
1. Interpretation
1.1 In this document, unless the context otherwise requires:
Business Day means a day on which the stock exchange operated by NZX is open
for trading.
Record Date means 13 February 2024, or the date five Business Days after the
date on which the final order from the High Court of New Zealand is made pursuant
to section 236(1) of the Companies Act 1993 sanctioning the arrangement,
whichever is the latest.
Share means an ordinary share in Burger Fuel.
Shareholder means each person who is registered on Burger Fuel's share register
as the holder of Shares at 5:00pm (New Zealand time) on the Record Date.
Burger Fuel means Burger Fuel Group Limited.
2. Arrangement
2.1 30% of Shares held by each Shareholder shall be cancelled (together with all rights
attaching to those Shares). If multiplying the number of Shares owned by
Shareholders by 0.30 (being the decimal form of 30%) does not result in a whole
number, then the resulting number will be rounded up or down to the nearest whole
number of Shares (with 0.5 rounded up).
2.2 Within ten Business Days after the Record Date, Burger Fuel shall pay to each
Shareholder for each Share registered in the name of that Shareholder which has
been cancelled in accordance with clause 2.1, NZ$0.27.

DIRECTORY

Burger Fuel Group Limited Solicitors
66 Surrey Crescent
Grey Lynn
Auckland 1021
Buddle Findlay
Level 18, HSBC Building
188 Quay Street
Auckland 1010

---

Barristers and Solicitors
Auckland

Solicitor Acting: D T Broadmore / Z T P Sinclair
Email: david.broadmore@buddlefindlay.com / zar.sinclair@buddlefindlay.com
Tel 64 9 358 7010 Fax 64 9 358 2055 PO Box 1433 DX CP24024 Auckland 1010
IN THE HIGH COURT OF NEW ZEALAND
AUCKLAND REGISTRY

I TE KŌTI MATUA O AOTEAROA
TĀMAKI MAKAURAU ROHE

CIV-2023-404-

Under Part 19 of the High Court Rules


In the matter of A scheme of arrangement under Part 15 of the Companies
Act 1993
Application by BURGER FUEL GROUP LIMITED, a duly incorporated
company having its registered office at 66 Surrey Crescent,
Grey Lynn, Auckland, 1021, New Zealand
Applicant


ORIGINATING APPLICATION FOR ORDERS APPROVING SCHEME OF
ARRANGEMENT UNDER PART 15 OF THE COMPANIES ACT 1993

Dated: 27 October 2023

BF\64271369\2 Page 1

To: The Registrar of the High Court at Auckland
This document notifies you that -
1. The applicant, Burger Fuel Group Limited (Burger Fuel), a duly
incorporated company having its registered office at 66 Surrey Crescent,
Grey Lynn, Auckland, will at on 2024
apply to the court for orders that:
(a) the proposed scheme of arrangement (Scheme) between Burger Fuel
and its shareholders, as described in the Arrangement Document (a
draft of which is annexed to this application and the final version of
which will be submitted to the Court prior to the hearing of this
application), is approved and binding upon Burger Fuel, all of its
shareholders, and all such other persons as are necessary to give
effect to the Scheme; and
(b) Burger Fuel is granted leave to apply to the Court for approval of any
amendment, modification or supplement to the Scheme.
2. The grounds on which each order is sought are as follows:
(a) Part 19 of the High Court Rules requires this application to be made
by originating application (High Court Rule 19.2(c)).
(b) Section 236(1) of the Companies Act 1993 (Companies Act)
provides the Court with powers to make orders that the Scheme is
binding on Burger Fuel and its shareholders and on such other
persons as the Court may specify and upon such terms and
conditions as the Court thinks fit.
(c) By the date on which this application is determined Burger Fuel will
have:
(i) complied with the initial orders made by this Court and the
requirements of Part 15 of the Companies Act; and
(ii) fairly put the Scheme to the class of shareholders affected by
the proposal, who will be fairly represented by those in
attendance at the meeting;
(d) the Scheme is such that:

BF\64271369\2 Page 2

(i) an intelligent and honest person of business acting in respect of
his or her interest would reasonably approve it; and
(ii) it is generally fair and equitable.
3. The application is made in reliance on:
(a) Part 15 of the Companies Act, particularly s 236;
(b) Part 19 of the High Court Rules;
(c) the decisions in Re Auckland International Airport [2014] NZHC 405;
Re PGG Wrightson Ltd [2019] NZHC 1780; Re Tilt Renewables Ltd
[2020] NZHC 1398; Re Tower Ltd [2022] NZHC 328; Re Fonterra Co-
Operative Group Ltd [2023] NZHC 2118 and other cases as set out in
the memorandum of counsel filed in support of the application without
notice for initial orders and in support of this application.
(d) the affidavit of Peter Clynton Brook dated 27 October 2023, and any
further affidavits/affirmations to be filed in support of this application;
and
(e) the memorandum of counsel filed in support of the application without
notice for initial orders and in support of this application.

Dated 27 October 2023

...........................................
D T Broadmore
Solicitor for the applicant



This document is filed by David Thomas Broadmore, solicitor for the applicant
whose address for service is at the offices of Buddle Findlay, Level 18, 188 Quay
Street, Auckland 1010. Documents for service on the abovenamed may be left at
that address or may be:
1. Posted to the solicitor at PO Box 1433, Auckland 1010; or

BF\64271369\2 Page 3

2. Left for the solicitor at a document exchange for direction DX CP24024,
Auckland; or
3. Emailed to the solicitor at david.broadmore@buddlefindlay.com and
zar.sinclair@buddlefindlay.com.

BF\64407517\2 | Page 12
ARRANGEMENT DOCUMENT
Scheme of Arrangement pursuant to Part 15 of the Companies Act 1993
BETWEEN Burger Fuel Group Limited and the holders of shares in Burger Fuel Group Limited.
1. Interpretation
1.1 In this document, unless the context otherwise requires:
Business Day means a day on which the stock exchange operated by NZX is open for trading.
Record Date means [insert date], or the date five Business Days after the date on which the final
order from the High Court of New Zealand is made pursuant to section 236(1) of the Companies Act
1993 sanctioning the arrangement, whichever is the latest.
Share means an ordinary share in Burger Fuel.
Shareholder means each person who is registered on Burger Fuel's share register as the holder of
Shares at 5:00pm (New Zealand time) on the Record Date.
Burger Fuel means Burger Fuel Group Limited.
2. Arrangement
2.1 30% of Shares held by each Shareholder shall be cancelled (together with all rights attaching to
those Shares). If multiplying the number of Shares owned by Shareholders by 0.30 (being the
decimal form of 30%) does not result in a whole number, then the resulting number will be rounded
up or down to the nearest whole number of Shares (with 0.5 rounded up).
2.2 Within ten Business Days after the Record Date, Burger Fuel shall pay to each Shareholder for
each Share registered in the name of that Shareholder which has been cancelled in accordance
with clause 2.1, NZ$0.27.

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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 or submit these online
at www.investorvote.co.nz.
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 or
Level 2, 159 Hurstmere Road, Takapuna, Auckland
For all enquiries contact
+64 9 488 8777 or 0800 650 034
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 11.30 am, Tuesday, 12
th
December 2023.
How to Vote on Items of Business
All your securities will be voted in accordance with your directions. Your vote is
important and you are strongly encouraged to exercise your right to vote.
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 discretion. 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
Special Shareholder Meeting in person at Rakiura Room, Parkside Hotel &
Apartments, 100 Greys Avenue, Auckland, 1010 or 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.

ATTENDANCE SLIP
Special Meeting of Burger Fuel Group Limited to be held at
Rakiura Room, Parkside Hotel & Apartments, 100 Greys Avenue,
Auckland, 1010 and via the Computershare online web platform
at https://meetnow.global/nz commencing at
11.30 am (New Zealand time) on Thursday, 14
th
December 2023.
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
Special Business
Resolution 1
THAT the scheme of arrangement relating to the return of capital to shareholders, as set out in the
Arrangement Document incorporated in the Explanatory Notes in the Notice of Special Meeting, be
approved.
ForAgainst
Abstain
Proxy
Discretion
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the Special Meeting of Burger Fuel Group
Limited to be held at Rakiura Room, Parkside Hotel & Apartments, 100 Greys Avenue, Auckland, 1010 and via the Computershare online web platform at
https://meetnow.global/nz commencing at 11.30 am (New Zealand time) on Thursday, 14
th
December 2023 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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Attending the meeting online
Our online meeting provides you the opportunity to
participate online using your smartphone, tablet or computer.
If you choose to attend online you will be able to view a live
webcast of the meeting, ask questions and submit your
votes in real time.
You
will need the latest version of Chrome, Safari or
Edge. Please ensure your browser is compatible.
HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS
Visit https://meetnow.global/nz
When successfully authenticated, the home screen
will be displayed. You can watch the webcast, vote,
ask questions, and view meeting materials in the
documents folder. The image highlighted blue
indicates the page you have active.
The webcast will appear and begin automatically
once the meeting has started.
Voting
Resolutions will be put forward once voting is
declared open by the Chair. Once the voting has
opened, the resolution and voting options will appear.
To vote, simply select your voting direction from the
options shown on screen. You can vote for all
resolutions at once or by each resolution.
Your vote has been cast when the green tick appears.
To change your vote, select ‘Change Your Vote’.
Q&A
Any eligible shareholder/proxy attending the meeting
r
emotely is eligible to ask a question.
S
elect the Q&A tab and type your question into the
box at the bottom of the screen and press 'Send'.
Navigation
Access
Access the online meeting at
https://meetnow.global/nz, and select the required
meeting. Click 'JOIN MEETING NOW'.
If you are a shareholder:
Select 'Shareholder' on the login screen and enter
your CSN/Holder Number and Post Code. If you are
outside New Zealand, simply select your country
from the drop down box instead of the post code.
Accept the Terms and Conditions and click Continue.
If you are a guest:
Select Guest on the login screen. As a guest, you will
be prompted to complete all the relevant fields
including title, first name, last name and email
address.
Please note, guests will not be able to ask questions
or vote at the meeting.
If you are a proxy holder:
You will receive an email invitation the day before the
meeting to access the online meeting. Click on the
link in the invitation to access the meeting.
Contact
If you have any issues accessing the website please
c
all +64 9 488 8700.

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You’ll want to make the most of the great features on Investor Centre, so
here’s a handy how-to guide to help get you started.
You can use Investor Centre on any device – smartphone, tablet or computer.
You’ll need your CSN or Holder Number, and your FIN to get started.
If you don’t have these, contact Computershare NZ on +64 9 488 8777.
Visit www.investorcentre.com/nz, and click on ‘Register now’, then follow
the steps below.
St ep One — Confirm your stock
Select from the two options CSN or Holder Number highlighted in purple.
Enter your CSN or Holder Number, FIN and enter a company in which you own securities.
Type the five security characters into the box below where they appear, then click
the ‘Next’ button.
Step Two — Registration
Enter your first and last names and an email address and mobile number.
Note that the email address you enter here will be used to send an email in which
there is a link you need to click on to finalise the registration process.
Then follow the prompts to enter your:
>User ID
>New Password
>Confirm your Password
>Personal Site Seal
>Security Questions
Step Three — Confirm your email
Once you have successfully entered all of your registration details, a confirmation
email will be sent to the email address you entered in the Contact Information setup.
Click on the link in the confirmation email to finalise the registration process.
My Profile
With My Profile, you can instantly update all your
information in the one place, making it easy for
you to manage your portfolio.
Select ‘My Profile’ on the top right-hand side
and click on the applicable sub menu on the left
for the information you wish to change.
Update your Banking Det ails
Need to change your bank account?
It only takes a minute to update online:
>Click on ‘Banking Details’
>Select a payment method from the drop down
>Select a company by ticking the check box
>Click ‘Next’
>Enter your new bank details *
>Click ‘Next’ and review before clicking ‘Confirm’
* Note that your account name cannot contain

& (use and instead)
Switch to Email Communications
With Communications Preferences, you can
receive correspondence such as Annual Reports,
payment advices, voting forms via email across
your entire portfolio. Here’s how in 3 easy steps:
How-to Guide
GETTING STARTED ON INVESTOR CENTRE
Investor Services
You will now be able to access your information on Investor Centre when and where
it suits you, all you need is your User ID and password.
>Click ‘Next’
>Click on ‘Communication Preferences’
>Click
inside the circle to select either:
>Use a different email (please specify below)
>Use same email as Investor Centre Membership
>Enter your email address if you have clicked
the first circle
>Click ‘Confirm’