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Annual Report Provided

Annual Report27 March 2024RBDConsumer Discretionary

ANNUAL REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

RESTAURANTBRANDS.CO.NZ

Ta b l e o f
contents

Page

Highlights02

Key results02

Financial highlights03

The year at a glance04

Chairman and CEO's report06

New Zealand operations09

Australian operations10

Hawaiian operations11

Californian operations12

Our Business14

One Group14

Our strategy16

Our winning recipe18

Environmental, Social and Governance report24

Board of Directors44

Pro forma profit statement48

Non-GAAP financial measures49

Financial statements50

Notes to and forming part of the financial statements57

Independent auditor's report89

Shareholder information95

Statutory information97

Statement of corporate governance100

Corporate directory109

Financial calendar109

ANNUAL REPORT 2023

ABOUT RESTAURANT BRANDS

Restaurant Brands New Zealand Limited (RBNZ) and its subsidiaries (together the Group),

also referred to as Restaurant Brands (RBD), 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, Saipan 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.

Restaurant Brands

B1

Annual Report — 31 December 2023

Year in review
Financial highlights

HISTORICAL SUMMARY

44 Weeks52 Weeks52 Weeks52 Weeks52 Weeks

All figures in $NZm unless stated31 Dec 201931 Dec 202031 Dec 202131 Dec 202231 Dec 2023

Financial performance

Store sales*

New Zealand3 6 7. 5410.4461.1529.2571.8

Australia169.1214.9244.1283.4310.0

Hawaii168.9215.1206.52 47. 52 5 9 .7

California–51.9156.517 9.01 8 0 .7

Total store sales705.5892.31,068.21,239.01,322.2

Store EBITDA* before G&A

New Zealand6 7. 975.983.389.380.5

Australia25.229.531.631.23 7. 8

Hawaii22.933.533.842.345.0

California–8.523.817. 115.1

Total Store EBITDA116.01 47. 417 2 .6180.0178.4

Operating profit64.474.8102.18 6 .778.6

NPAT (reported)30.130.651.932.116.3

Financial position/cash flow

Share capital154.6154.6154.6154.6154.6

Total equity208.0230.52 8 9 .7293.2290.4

Total assets879.91,180.21,329.81 , 4 17. 31,425.8

Operating cash flows8 7. 6111.9126.4121.61 2 7. 8

Shares

Shares on issue124,758,523124,758,523124,758,523124,758,523124,758,523

Number of shareholders6,0265,4285,1805,2255,158

Basic earnings per share24.1c24.6c41.6c25.8c13.0c

Ordinary dividend per share0c0c32.0c16.0c0c

Number of stores (year end)

New Zealand148137137143147

Australia6570798384

Hawaii7472737570

California–69707575

Total stores287348359376376

Number of employees

New Zealand3,7774,5823 ,74 84,0414,422

Australia3,8874,0554,5264 ,7 1 94,698

Hawaii1,9352,0551 ,7 6 41,6871,697

California–1,3811,4021,5421,536

Total employees9,59912,07311,44011,98912,353

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

Key results

TOTAL STORE SALES

Total Group store sales hit a record

high of $1,322.2 million, an increase

of $83.2 million (6.7%) on FY22, with

all four operating divisions showing

growth in terms of $NZ.

NET PROFIT AFTER TAX (NPAT)

The reported NPAT of $16.3 million for

the year was down $15.8 million on the

prior year. This was primarily driven by

inflationary impact experienced in the

first half of the year.

TOTAL STORE EBITDA*

Total Store EBITDA for the period was

$178.4 million. This was down 0.9%

on the previous year.

TOTAL STORES

Total owned stores as at

31 December 2023 were 376,

unchanged from 31 December 2022.

Pizza Hut stores in New Zealand

reached 124 (118 are operated by

independent franchisees).

TOTAL STORE EBITDA ($NZm)TOTAL ASSETS ($NZm)

178.4

180.0

17 2.6

116.0

1 47. 4

23

22

21

2019

1 ,4 2 5. 8

1 , 4 1 7. 3

1,329.8

879.9

1,180.2

23

22

21

2019

TOTAL STORE SALES ($NZm)NPAT (REPORTED) ($NZm)

1,322.2

16.3

1,239.0

32.1

1,068.2

51.9

705.5

30.1

892.3

30.6

2323

2222

2121

20201919

* Store EBITDA is earnings before interest, tax, depreciation and amortisation. The Store EBITDA amounts referred to throughout this report are before General and Administration

(G&A) expenses, NZ IFRS 16 and Other Items. Store EBITDA is a non-GAAP financial measure and is not in accordance with NZ IFRS.

Restaurant Brands

23

Annual Report — 31 December 2023

HIGHLIGHTSHIGHLIGHTS

FINANCIAL RESULTS
58 .7m

12,353

EMPLOYEES

HAPPY CUSTOMERS SERVED IN FY23

498

STORES

376

122

OWNED

FRANCHISED

$16.3mN PAT

$1.3bSTORE SALES$178.4m

EBITDA

$1.4bASSETS

Year at a glance

Restaurant Brands

45

Annual Report — 31 December 2023

HIGHLIGHTS

We thank our investors for their
support in what was a challenging year

as the Group managed the ongoing

impact of the economic environment,

while ensuring we continue to deliver

long-term shareholder value.

Despite the challenging operating

environment, sales remain strong,

reaching a record high of $1,322.2

million, with growth delivered across

all four operating regions in NZ dollars.

Same store sales were positive in

all divisions, with the exception of

California, where consumer spending

continues to be adversely impacted

by inflation.

All divisions continued to experience

ingredient inflation and minimum

wage increases in FY23, with

New Zealand stores suffering the

most, impacting margins and total

Store EBITDA, particularly in the first

half of the year (1H 2023).

Inflation pressures eased in most

regions in the second half of the year,

and the implementation of strategic

initiatives, including cost control

measures, proved to be successful,

with margin gains achieved in the

second half (2H 2023).

This delivery of record sales growth,

in adverse economic conditions,

demonstrates that our pricing

strategy, which carefully balances the

need to mitigate consumer pressures

while protecting sales volume and

brand health, is working.

Chairman and

CEO’s report

CHAIRMAN AND CEO’S REPORT

JOSÉ PARÉS

CHAIRMAN

ARIF KHAN

GROUP CEO

Welcome to the Restaurant Brands’ Annual Report

for the year ended 31 December 2023 (FY23)

This includes technology investment to

streamline contracting, procurement,

revenue management, hiring, inventory,

point of sale and financial management

processes to drive cost and time

efficiencies.

Alongside diligent margin and cost

controls, we are focused on being

disruptive in the way we bring value

to our customers. This includes

innovation across our menu,

store formats, operations and

customer experience and continued

investment into digital platforms and

marketing programmes to maximise

customer access.

We are confident that these

workstreams place the Group in

a strong position to deliver on its

strategy to achieve improved margins,

increased profit in FY24 and provide

long-term shareholder value.

LOOKING FORWARD:

Our recipe for recovery

and growth

Inflation remains elevated and above

central bank targets, impacting the

Group’s margins. We continue to

monitor the impacts of this closely

on all divisions.

Over the coming 12 months, we will

continue to drive improved margin

and profit levels, while maintaining

momentum on positioning the Group

to deliver sustainable long-term value.

Our strategy is outlined on page 16 of

this report.

We are delivering against business

improvement and innovation

workstreams to ensure our systems

and processes are fit for purpose to

meet the challenges of the current

operating environment and our

growing store network.

Despite the challenging

operating environment,

sales remain strong,

reaching a record high

of $1,322.2 million,

with growth delivered

across all four

operating regions.

Restaurant Brands

67

Annual Report — 31 December 2023

NEW ZEALAND OPERATIONS
The New Zealand business contributed

total store sales of $571.8 million, up

$42.6 million or 8.1% on FY22. Same

store sales increased 6.2%. This was

driven by strong sales for the KFC

brand, along with growing momentum

in the Carl’s Jr. and Taco Bell brands.

The New Zealand business once again

delivered a solid result, despite tough

economic conditions.

Total store sales are up $42.6 million

to $571.8 million, an increase of

8.1% from FY22, showing strong

customer growth.

Positive same store sales growth

of 6.2% (2.4% in FY22) and the

opening of four new stores during

the year drove a strong result in

tough economic conditions.

Store EBITDA for New Zealand

operations was $80.5 million,

down $8.8 million. This was due to

persistent inflation, particularly in

1H 2023. Inflationary pressures are

primarily attributable to ingredient,

labour input, and occupancy costs.

Cost reduction initiatives and

strategic pricing improved the result

in 2H 2023 with Store EBITDA margin

up by 2.0% from 1H 2023. Our strategic

pricing programme is being executed

at a pace and level to ensure both

margin recovery and brand health.

As a result, same store sales growth

was maintained without compromising

sales volumes.

The New Zealand KFC and Pizza

Hut businesses both delivered the

strongest sales in their respective

brand histories. The continued

innovation of new products contributed

to weekly sales records for both brands.

Carl’s Jr. continues to perform well,

with sales up on last year. Two new

delivery and carry-out concept stores

(Auckland and Hamilton) were opened

during the year, further expanding

the network, and continuing to build

brand awareness.

Although Taco Bell remains a small

portion of the New Zealand business,

brand sales are strong and increased

by 13.3% year on year as a result of new

store openings and a refreshed menu.

Management has been realigned

to bring the New Zealand and

Australian Taco Bell divisions under

one leadership team and the brand

continues to further establish itself

in the New Zealand market despite

a slow start.

Store developments slowed

across all brands due to restricted

availability of building materials and

store equipment. The New Zealand

division opened four new stores

in the year: KFC Karaka, Taco Bell

Otahuhu and two Carl’s Jr. in Glenfield

and Hamilton East, increasing total

owned stores to 147.

The Pizza Hut store network has

increased by 10 new independently

franchised stores. This brought the

total number of Pizza Hut stores to

124, of which 118 are operated by

independent franchisees under a

master franchise agreement with

Restaurant Brands.

Significant store enhancements have

been made in FY23, with 22 stores

refurbished over the year. We remain

committed to our development

programme with further new

store builds and refurbishments

planned for FY24.

While the pace of increased input costs

is expected to slow in 2024, inflation is

expected to persist and place pressure

on EBITDA margins.

Our strategy, which includes

investments in new technologies to

drive store efficiencies and customer

access, strategic price increases,

cost reduction measures, and the

innovation of our staff and customer

experience will continue to assist in our

journey to margin and profit recovery.

CHAIRMAN AND CEO’S REPORTCHAIRMAN AND CEO’S REPORT

$571.8M

NEW ZEALAND TOTAL

STORE SALES ($NZm)

31 Dec 202331 Dec 2022Change ($)Change (%)

Store sales ($m)571.8529.2+42.6+8.1

Store EBITDA ($m)80.589.3-8.8-9.9

EBITDA as a % of sales14.116.9

Store numbers147143

GROUP OPERATING RESULTS

Group store sales totalled

$1,322.2 million, up $83.2 million on

the previous year. Same store sales

were positive in all regions except

for California, which was impacted

by an inflation driven reduction in

consumer spending.

NPAT for the year ended 31 December

2023 was $16.3 million. The reduction

of NPAT on the prior year is a result of

continuing inflation pressures, higher

financing costs, and reduced consumer

spending which affected California

throughout the year and New Zealand in

1H 2023. NPAT includes an impairment

of $9.0 million ($6.4 million after-tax).

Total Store EBITDA was $178.4

million, down $1.6 million or 0.9% on

the prior year. EBITDA margins (as a %

of sales) reduced from 14.5% to 13.5%.

The decrease in EBITDA is due to

tighter margins caused by continued

cost pressures across all divisions,

particularly in 1H 2023. Inflationary

pressures eased in the second half

of the year.

STORE NUMBERS

The Group’s owned store numbers

as at 31 December 2023 totalled

376, comprising 147 in New Zealand,

84 stores in Australia, 70 in Hawaii

and 75 in California. Pizza Hut

stores in New Zealand increased

to 124, of which 118 are operated

by independent franchisees.

$NZm31 Dec 202331 Dec 2022Change ($)Change (%)

Total Group store sales1,322.21,239.0+83.2+ 6 .7

Group Net Profit After Tax

(NPAT)16.332.1-1 5 . 8-49.3

Group Store EBITDA178.4180.0-1 .6-0.9

Restaurant Brands

89

Annual Report — 31 December 2023

Profitability remained strong for the
Hawaiian division despite continuing

staff shortages and cost pressures,

with both store sales and Store

EBITDA up on the prior year.

In $US terms, total store sales in

Hawaii were $US159.5 million, an

increase of 2% on FY22. Same store

sales increased 3.5% on FY22.

Store EBITDA was $US27.6 million,

a $US0.8 million increase on FY22,

showing a higher margin increase

than sales growth during FY23.

This result is attributable to strong

Taco Bell sales, which were partially

offset by a decline in Pizza Hut

sales growth.

AUSTRALIAN OPERATIONS

In $NZ terms, the Australian business

contributed total store sales of

$NZ310.1 million, up 9.4% on the

previous year, and Store EBITDA

of $NZ37.8 million, up 21.1% on

the previous year.

The Australian business continued

to deliver strong year-on-year sales

growth in FY23, with total sales of

$A286.6 million, up $A27.7 million,

or 10.7% on FY22. The implementation

of value-driven marketing strategies

had a positive impact on store

sales, delivering same store sales

growth of 6.5%.

Continued focus on operational

efficiencies, and sales growth in

Australia has resulted in Store

EBITDA of $A34.9 million (12.2% of

sales), an increase of $A6.3 million

or 22.0% on FY22. The improved

Store EBITDA result is driven by

the strong performance of the KFC

brand and the continued recovery

of the Sydney CBD and mall stores,

which have seen a marked recovery

through sales leverage.

Our strategic focus on staff

development, margin enhancing

initiatives, store upgrades and

investments in eCommerce

technology has further propelled

operational efficiency and helped to

maintain relevance in the Australian

QSR market.

KFC sales growth is driven by a

strategic approach of delivering

consumer value whilst mitigating

the impacts of inflationary pressures

through a measured price increase

programme. Growth was generated

across all channels, and in particular,

online sales, which delivered a

mix increase of 8.6% compared to

the prior year.

The uplift in Taco Bell sales is driven

by the annualised sales growth of

three stores launched during FY22

as well as two new store openings

in FY23 in Bathurst and Cessnock,

which has broadened brand reach in

key growth areas. Taco Bell Tamworth

was closed and will be converted to

a KFC store.

The division will continue to see

benefits from planned investment into

new stores and store refurbishments

in FY24.

The prevailing economic environment,

characterised by inflationary impact,

reduced consumer spending and

geopolitical volatility is expected to

place continued pressure on sales

volume and margins in FY24.

Our mitigation strategy, which

includes labour optimisation and

ongoing cost cutting measures will

continue to be implemented to protect

and improve margins where possible.

$286.6M

AUSTRALIA TOTAL STORE

SALES ($Am)

31 Dec 202331 Dec 2022Change ($)*Change (%)

Store sales ($Am)286.6259.0+ 2 7.7+1 0 .7

Store EBITDA ($Am)34.928.6+6.3+22.0

EBITDA as a % of sales12.211.0

Store numbers8483

31 Dec 202331 Dec 2022Change ($)Change (%)

Store sales ($USm)159.5156.4+3.1+2.0

Store EBITDA ($USm)2 7.626.8+0.8+3.0

EBITDA as a % of sales17. 317. 1

Store numbers7075

CHAIRMAN AND CEO’S REPORTCHAIRMAN AND CEO’S REPORT

$159.5M

HAWAII TOTAL

STORE SALES ($USm)

HAWAIIAN OPE R ATION S

In $NZ terms, Hawaiian operations

contributed $NZ259.7 million in store

sales, an increase of $NZ12.2 million or

4.9% on FY22. Store EBITDA increased

$NZ2.7 million to $NZ45.0 million,

partly supported by a favourable

NZD/USD exchange rate.

* Store sales and NPAT change may not aggregate to the total due to rounding.

The Taco Bell brand continues to

thrive in the Hawaiian market, with new

product innovations, unique customer

experiences and strong marketing

campaigns driving sales growth.

Staffing improvements and cost

cutting measures continue to drive

margin improvements.

Extended store hours in key stores

have been implemented to support an

uplift in Taco Bell’s late-night footprint

and attracted a larger customer base.

While the Pizza Hut brand experienced

a small decline in sales growth, new

product innovation and promotional

offerings supported sales. Hawaii Pizza

Hut also benefited from staffing gains,

which enabled select stores to expand

operating hours to access the late-

night customer market.

Overall Hawaii store numbers

decreased by five during the year,

with the closure of two stores in Pearl

Harbor, in May 2023. Two stores remain

temporarily closed in Lahaina following

the major wildfire in August 2023, and

one store at Johnson Circle was closed

in November 2023.

The Kahului Pizza Hut relocation is

expected to be completed in April 2024

and both the Taco Bell and Pizza Hut

brands will work on minor remodelling

and refurbishment projects to support

the customer and brand experience.

Labour challenges continue in Hawaii

for both brands. Acquisition and

retention of store employees continue

to place pressure on the division, and

the increase of Hawaii’s minimum

wage by 16.7% on 1 January 2024

adds further costs into the business.

Our strategy to mitigate the

margin impacts of labour cost

increases includes our ongoing

strategic pricing programme, cost

controls and marketing initiatives.

We remain confident that similar

strong Store EBITDA margins can

be achieved in FY24.

Restaurant Brands

1011

Annual Report — 31 December 2023

CORPORATE & OTHER
General and administration (G&A)

expenses were $67.2 million, up

$5.7 million from last year reflecting

the effect of inflation on salary costs,

filling vacancies and upgrade of SaaS*

systems. G&A as a % of total revenue

was 4.8% which is up from 4.7%

for FY22.

Depreciation charges of

$89.3 million for the year ended

31 December 2023 were $4.1 million

higher than the prior year primarily

due to the impact of continued

capital expenditure particularly

on refurbishments of existing

stores. Included in the depreciation

charge was $42.6 million related

to right of use asset depreciation

incurred under NZ IFRS 16.

Financing costs of $56.2 million

(including interest on lease liabilities),

were up $11.7 million on the prior

year. Interest on bank debt for the

period ended 31 December 2023 was

$20.7 million, up $9.6 million on last

year, reflecting the impact of higher

of interest rates.

OTHER EXPENSES

Other net expenses of $6.1 million are

up $3.2 million from $2.9 million for

the prior year. This year’s increase is

primarily driven by a net impairment

charge of $9.0 million partially offset

by $4.7 million of insurance recovery

proceeds following the wildfire

in Lahaina and flood damage in

Australia. Remaining items in other

expenses in FY23 were $0.6 million

relating to a store closure in Australia

and $1.3 million of legal expenses

in California.

CASH FLOW & BALANCE SHEET

Total assets were $1,425.8 million, up

$8.5 million on FY22 primarily driven

by store refurbishments and eight

new stores added across the network

during the year which increased the

value of property, plant and equipment.

The Group also acquired land for new

store development. Total liabilities

were $1,135.4 million up $11.3 million on

the prior year, reflecting the inflationary

impact on trade and other payables,

the Group’s commitment to the store

refurbishment programme, and

higher levels of bank debt.

Operating cash flows supported

by inventory reductions were up

$6.3 million to $127.8 million.

Net investing cash outflows were

$84.7 million ($91.6 million in FY22).

A decrease of $6.9 million is mostly

attributable to a decrease in capital

expenditure and reflects the lower

investment in new store builds

compared with FY22.

DIVIDEND

The Board has assessed at balance

date the current and projected

financial position of the Group and

in particular its cash flows, capital

expenditure demands and debt

levels. Given the demands of the

store development programme on

the Group’s capital resources and

an increased level of debt, directors

believe it is in the best interests of

the Group to retain cash in order

to support growth and maintain

funding flexibility and maintaining

a healthy leverage ratio. No

dividend is declared for FY23.

$1,425.8M

TOTAL ASSETS

ANNUAL SHAREHOLDERS’

MEETING

The Annual Shareholders’ Meeting of

the company will be held in Auckland

on Friday 24 May 2024.

ACKNOWLEDGEMENTS

Restaurant Brands has over 12,000

employees. This amazing team

has done an outstanding job in the

challenging environment. They have

been working very hard to ensure we

continue to deliver top quality product

and service to our customers. We are

also fortunate to have the support and

invaluable trust of an extraordinary

group of shareholders and continues

guidance from the board members.

Our sincere thanks to our customers

and the entire team as we appreciate

the passion and dedication put in by

our staff and leaders, as this is what

makes Restaurant Brands a success.

José Parés

Chairman of the Board

Arif Khan

Group CEO

CALIFORNIAN OPERATIONS

In $NZ terms, the Californian

operations contributed $NZ180.7

million in store sales, up $NZ1.7 million

or 0.9% on FY22, partially offset by a

favourable NZD/USD exchange rate.

In $US terms, store sales were

$US110.9 million, down by

$US2.3 million or 2% on a total basis

compared to FY22.

The Californian division continues to

navigate the impacts of the inflationary

environment on ingredients and

labour costs, alongside a market-wide

reduction in consumer spending.

Although inflation eased in the second

half of FY23, the shift in consumer

preference to a value-orientated menu

and promotional items and competitive

pressure, has hampered the ability

to fully recover.

Mitigation measures implemented to

drive sales and limit impact on margins

are showing progress, however at a

rate slower than expected. As a result,

Store EBITDA was $US9.3 million (8.4%

of sales), down 14.7%, on FY22. Total

store sales were $US110.9 million,

down 2.0% on FY22 and same store

sales were down 4.3% on FY22.

Californian store numbers remained

unchanged during the year overall

compared to prior year. KFC

Paramount was opened in June 2023

and two KFC stores opened in the

Southern California cities of South

Gate and Ontario in December 2023.

This was offset by the closure of three

stores located in challenging trading

locations as part of our portfolio

optimisation plan.

Increased revenues from the two

stores opened in December will

flow into FY24.

During the year, we conducted trials

on enhanced energy management

systems in our stores to drive improved

energy efficiency and costs, primarily

around HVAC and lighting controls.

The trials were successful, and our

first wave of implementation will see

these systems rolled out to a third of

our store portfolio in the first half of

2024. We continue to explore and test

initiatives to make our stores more

efficient and reduce operating costs,

including labour.

Labour conditions remain tight,

and we are preparing for increased

labour costs, with the minimum wage

increasing by 29% to $US20.00

per hour effective 1 April 2024. The

impacts of this are being monitored

carefully, and mitigation measures

are in place to offset additional

margin pressure.

Increasing our market share in

the region remains a key area of

strategic focus, and workstreams are

underway to support this, including

additional investments in technology,

programmes to attract and retain

talent, and the optimisation of the

Californian store portfolio to refocus

on key areas of growth.

While this market remains challenging,

we believe we have the right strategy

in place and the benefits of this will be

realised over the next few years.

$110.9M

CALIFORNIA TOTAL

STORE SALES ($USm)

31 Dec 202331 Dec 2022Change ($)Change (%)

Store sales ($USm)110.9113.2-2.3-2.0

Store EBITDA ($USm)9.310.9-1 .6-1 4 .7

EBITDA as a % of sales8.49.6

Store numbers7575

CHAIRMAN AND CEO’S REPORTCHAIRMAN AND CEO’S REPORT

$8.5M

ON FY22

TOTAL ASSETS UP

* Software as a service (SaaS)

Restaurant Brands

1213

Annual Report — 31 December 2023

$1.3b
SALES

498

STORES

12,353

EMPLOYEES

As we begin to share values, ambitions, capabilities, brand intelligence and

learnings, so we will become more aligned and closer as an organisation. Across

the board, our teams are feeling the reality of belonging to something bigger than

their immediate day-to-day. Technologies and systems are drawing us together and

promising fresh opportunities for our people. It amounts to the potential of a new

Group energy that will enable new growth and value to flow through the business.

$1.4b

ASSETS

AS ONE TEAM

CALIFORNIA

PAGE 12

AUSTRALIA

PAGE 10

NEW

ZEALAND

PAGE 9

HAWAII

PAGE 11

One

Group

With operations spanning two hemispheres, we

are increasingly growing together as a Group.

Restaurant Brands

1415

Annual Report — 31 December 2023

OUR BUSINESSOUR BUSINESS

OUR BUSINESSOUR BUSINESS
Our

strategy

Our strategy is focused on two-key

priority areas: recovery and growth.

We are working to achieve improved

margins and increased profit, while

continuing to position the Group to

deliver sustainable long-term value for

our stakeholders and the best possible

experience for both our staff members

and our customers.

Across all divisions, we are adapting

at pace to respond to the changing

needs of the operating environment,

our customers, and our growing

store network.

We aspire to reach $2 billion in

Group sales and are well on our way

to achieving this through the growth

and optimisation of our portfolio.

We continue to operate winning brands

that are digital-first, younger, more

relevant, and more accessible every

day. Our strategy to achieve this is

enabled by technology, innovation,

operational excellence, and powered

by winning teams.

A recipe for recovery and growth

03

NETWORK EXPANSION

Our growth, and pathway to $2 billion in Group sales,

is fuelled by new stores, innovation of our store formats,

brand development and the optimisation of our portfolio.

We’re expanding our brand reach with the opening of new

company owned stores across all brands, in all markets.

Franchisees play a critical role in our recipe for success and we

have a strong focus on the recruitment of motivated business

owners to join our award-winning Pizza Hut network.

We’re adopting new store formats, including small-format delivery

and carry out models, drive-through, and mall concepts to meet

the changing needs of our customers. Where appropriate, we’re

consolidating our portfolio to focus on key growth areas.

While we believe the biggest near-to-medium term

growth potential lies in our current network, we

continue to explore and assess potential brand

acquisitions to support the growth of the

Restaurant Brands portfolio.

02

TECHNOLOGY INVESTMENT

We are enhancing our systems and processes to meet the

challenges of the current operating environment and support

our growing store network.

Our objective is to deliver significant cost and time efficiencies,

while improving customer access and our staff experience.

Foundational to achieving this is increased alignment across

all divisions and we’re maximising the benefits of combined

capabilities, data and brand intelligence across the Group.

A core component of our strategy is making our brands and products

event more accessible through digital channels to create higher

levels of online engagement and sales.

Our pipeline of technology investments include

enhanced contracting, procurement, pricing, hiring,

inventory, point of sale and financial

management tools.

01

MARGIN IMPROVEMENT

As we continue to navigate volatile economic conditions,

margin improvements are being driven by an ongoing

strategic pricing programme and cost control measures. We are

seeing the benefits of this strategy on our margins, and are proud

to have achieved this without impacting sales volume.

Customer loyalty and brand health remain foundational to

Restaurant Brands’ long-term growth. While the near-term focus is

firmly on managing inflationary pressures, our pricing programme

will continue to be executed at a pace that support sales volumes,

protects our strong customer base and maintains relativity

to competitors into the future.

04

WINNING BRANDS

AND CUSTOMER EXPERIENCES

We are disrupting our brand offering to ensure we deliver

value that goes far beyond price and create new ways

to grow revenue.

Our focus is on building modern, distinctive, relevant,

digital-first brands that deliver a winning experience not only

to our customers, but to the Restaurant Brands team, and our

franchisee network.

A culture of innovation drives our strategy forward.

We are transforming our menus, store formats and

customer experience models, and investing in digital

platforms and marketing programmes to enhance

access to new customers and optimise our

current customer base.

Strategic Drivers

GROWTH

GROWTH

RECOVERY

RECOVERY

ENABLERS

Our People

Technology

Operational excellence

Innovation

FY23 was a challenging year, but one

that saw significant transformation

and progress against key initiatives

that will take the Group into a new era.

The work undertaken to enhance our

systems and innovate our customer

offering is clearly demonstrating its

value and the Group is well placed to

keep growing successfully.

We aspire to reach $2 billion in Group sales and

are well on our way to achieving this through

the growth and optimisation of our portfolio.

Restaurant Brands

1617

Annual Report — 31 December 2023

Our winning
recipe

Embracing our diversity and team

culture for unified success.

For Restaurant Brands, the ultimate end game is the very best possible team

and customer experience – every day – across all brands, all markets and all

stores. It’s a Group-wide purpose for which the magic ingredient is the heart

and passion of every single employee right through the business from the

people at head office to the front-line individual team member who greets

and serves the customer.

OUR BUSINESS

TEAMS POWERED BY

TECHNOLOGY

There’s no doubt that in-store

kiosks, digital ordering and delivery

channels work well with sophisticated

always-on social media experiences

to orientate the brands towards

younger customers. Our group-

wide technology is helping to foster

belonging and inclusion among

employees as well, making them feel

a part of something bigger. Online

training, Plate (the Group’s employee

platform) and social media groups all

help to make the Group more visible

and help managers connect better

with team members.

The power of the team working

together as one can be formidable.

Take the Waikato region in NZ for

example. Area Manager, Berny Reid,

who speaks with pride about her team,

who she says embody the Group’s

unique culture and deliver on the

values every day, powered by the

Group’s digital connectivity.

We’re focused on building a winning team and

customer experience by making our brands

younger, more relevant and more accessible

every day. Technology enables us to make

great strides forward in that.

ARIF KHAN, GROUP CEO

“I’m grateful that I have such a

collaborative team. People step up,”

says Berny. The Restaurant Brands

culture fosters an environment of trust

and a strong sense of responsibility.

The technology we have in place

allows us to focus on great team

and customer experiences”.

BERNY REID

AREA MANAGER KFC (NZ)

Culture, ethnicity, language, age, life

experience are the ingredients that

come together to deliver a customer

experience. But because we’re

talking about people, combining

diverse talents and perspectives

makes the task a little more complex.

Everyone is different.

Arif Khan, Group CEO, sets the

tone. “We’re an extraordinarily

diverse company. By looking after

our people and giving them the

best team experience, they will look

after the customer and deliver a

winning customer experience. Get

that equation right, and the business

will always be in good shape.”

Under new leadership, the Group

is becoming more aligned, sharing

ambitions, capabilities, brand

intelligence and learnings. Leaders

are visible, on the ground and

listening with more ‘town hall’ team

gatherings, and field visits. Technology

investments are systematising

processes, making the brands more

accessible to both employees and

consumers alike.

Restaurant Brands

1819

Annual Report — 31 December 2023

OUR BUSINESS

N E W VA LU E S
The new Restaurant Brands Group

values, launched in 2023, have been

well received by all employees in all

markets. They’ve given Area Coaches

and restaurant General Managers

throughout the Group the tools to help

them build strong teams focused on

the company’s number one priority –

a winning customer experience.

Rebecca McLellan, General Manager

(GM) Operations and Customer

Experience (Australia), talks about

how the values represent a common

language to wrap around the

Group’s purpose.

“They help managers get comfortable

with the language so they can translate

our ‘why’ to their team members –

some of whom are young and fresh

out of school,” says Rebecca.

“Much more than this, the values are

helping us to rebuild connection

and belonging among our people –

something we all lost during COVID.

By building an environment of trust and

responsibility we can orientate young

people from all kinds of backgrounds,

TWO-WAY CONVERSATIONS

But it’s not just a one-way, top-down

approach. The annual Employee

Engagement Survey, has facilitates

a healthy and productive dialogue

and opportunity for learning from

the ground up. Employees give their

feedback knowing their voices will

be heard and acted upon – ‘trust is

our strength’ is one of the values.

From market to market, brand to

brand, store to store, and individual

to individual, the feedback is taken

very seriously.

“It’s important for us as leaders

to understand and listen to the

differences in our teams,” says David

Hill, Taco Bell Operations Manager

(NZ). “People respond differently to

the same prompt. Cultural sensitivities,

a mix of ages and languages means we

must actively listen and extra intently

if we are to help our people be the best

they can, to enjoy their work and pass

on that positivity to the customer.”

“Sometimes the improvements we

make, because we listen, can be

small. But they can have a big impact

in the field. Setting up a Help Desk for

managers to call has been a huge help.”

But aside from the survey feedback,

the Group’s operations managers are

instinctively attuned to the needs of

their team members.

“Because we’re one big family, we

can tell someone when something’s

not right,” says Monique. “And when

you have trust and openness, they’ll

tell us what’s wrong. Our culture is

unique like that.”

A WINNING CULTURE

Leaders across the Group play an

empowering role in supporting their

employees. It’s a way of describing

how leaders guide, enable and

empower individuals to shine and

make the best of themselves working

together with a common purpose.

OUR BUSINESSOUR BUSINESS

Restaurant Brands introduced a set of

group-wide values in June/July 2023

to enable everyone in the company

to focus on what matters and the

behaviours necessary for achieving

personal and business success.

Promotional, training and recognition

materials were presented and

shared across the different markets.

teach them life skills, and give them

purpose – all in a safe place. People

are enjoying coming to work.”

“Responsibility is our promise –

that’s my favourite value,” says Berny

Reid, “it helps me talk about taking

ownership and being accountable for

ourselves and our actions. The values

help us all to make good decisions.”

Monique Knight, Area Coach for KFC

in California, applauds the values

communication materials for how they

help her to recognise members of her

team for their values-led behaviours.

“I use the cards to show I value my

team members. They’re very cool and

provide a nice touch – especially when

we display them on the restaurant

notice board and publicly post the

reward achievers up on Plate for

everyone to see.”

Genicar Failano, Taco Bell Area Coach

(Hawaii), believes very strongly in this.

“I’m here to support the restaurant GMs,

every day and every week, however

I can – helping them to achieve their

career ambitions with our brand.

I bring everyone together regularly

through training, and also fun family

days at Thanksgiving and Christmas.

It’s important they feel they are part

of something bigger than their store.”

Rebecca McLellan adds, “I’m here

to make the lives of my teams easier.

It’s about being intentional and visible.

Face to face is so important in building

connections. It’s why I’m on the road

three to four days a week getting to see

as many of the people in the 72 stores

I look after as possible.”

Leanne Too, KFC Marketing

Director (NZ), describes growing

future leaders. “I’m focused on building

capability and empowering people

to make strategy with confidence. It’s

giving our people the right balance of

autonomy and guidance.”

Although Leanne is a recent recruit

in the Group – she came with a

solid international blue chip FMCG

background – she is enthused

and inspired by the Group culture.

“I’m part of a cohort of new blood

to come in with fresh perspectives

Great employee experiences

will always come first....

ARIF KHAN, GROUP CEO

and experiences to contribute, and I

sense a big appetite to share and learn

together as a group. It’s an amazing

forum here for recognition and

empowerment to innovate and create

sustainable growth with global brands.”

Georgina Frances, Digital Marketing

Director (NZ), agrees. “The team

culture here is in the best shape it’s

ever been. Cross functional sharing

and collaboration is at an all time high,

and autonomy and recognition are

very much alive. People are so happy

coming to work. We have a monthly

team marketing award, and our hash

tag ‘#WinWorthSharing’ initiative

applauds everyday achievements

and wins to keep everyone feeling

valued and motivated.”

Marc Gilchrist, GM Operations

for Pizza Hut (NZ), embraces the

teamwork culture principles to the

maximum – and has the metrics to

prove it works. He has to, because

he counts the 81 franchise owners

as customers who look to him and

Restaurant Brands New Zealand for

their return on investment. Marc and

his team, including Irena Uslinova

(Franchise Coach), deploy all of the

available tools they can to help create

a very special Pizza Hut culture.

JP & YASMEEN SAHOTA

INDEPENDENT FRANCHISEES (PH NZ)

Our

Values

The heart

of our culture:

L

E

A

R

N


M

O

R

E


A

T


R

B

D

.

C

S

O

D

.

C

O

M

Demonstrating

commitment to

our community and

environment, with

every decision.

Responsibility

is our

promise

L

E

A

R

N


M

O

R

E


A

T


R

B

D

.

C

S

O

D

.

C

O

M

Loyalty is our

commitment

Respecting our

company, employees

and partners, through

our commitments

and interactions.

L

E

A

R

N


M

O

R

E


A

T


R

B

D

.

C

S

O

D

.

C

O

M

Prudence is on our minds

We act with care,

consideration and

good judgement to

ensure our business

is sustainable

long-term.

L

E

A

R

N


M

O

R

E


A

T


R

B

D

.

C

S

O

D

.

C

O

M

Fairness

is our

foundation

We honour our dues,

live an honest life and

do right by all.

L

E

A

R

N


M

O

R

E


A

T


R

B

D

.

C

S

O

D

.

C

O

M

Trust

is our

strength

We offer certainty to

customers, employees,

investors and partners

through reliable and

consistent outcomes.

L

E

A

R

N


M

O

R

E


A

T


R

B

D

.

C

S

O

D

.

C

O

M

GEORGINA FRANCES

DIGITAL MARKETING DIRECTOR (NZ)

Restaurant Brands

2021

Annual Report — 31 December 2023

says Irena. “We adapt the modules
for Pizza Hut and use the customer

satisfaction metrics to create the

tools and build the skills necessary

for franchisee success.”

Marc, who started his career as a

KFC brand manager and subsequently

became Marketing Manager for Carl’s

Jr., definitely feels a change in how the

Group is operating. “We’re giving our

franchisees more autonomy to take

initiatives and responsibility.”

For Pizza Hut in New Zealand, this has

worked exceptionally well given the

incredibly price-competitive pizza

market. The brand is appealing much

more to a younger audience nowadays,

and sales have risen accordingly

for three years in a row. It reflects a

performance that compelled the global

Pizza Hut leaders in Dallas to visit

New Zealand to see what they might

learn from this shining light downunder.

A WINNING TEAM

While Pizza Hut NZ has every right to

feel proud, so too are the many leaders

across the Group who see their teams

performing to their best. Because

when it comes to service the final

judge is, of course, our customer.

2023 was a tough year for Hawaii.

The wildfires brought havoc and

devastation for many. But her team

dug deep and played their part by

packing and delivering 700 food

boxes to the victims. Going above and

beyond saw three restaurant GMs,

selected to go to the Golden Bell Best

of the Best Awards. A joyful moment

for Genicar and her team.

Berny Reid can also feel the pride for

her team since one of her managers

has been selected to go through to

the international KFC Champions Club

– a brand wide recognition programme

culminating this year on Australia’s

Gold Coast – as one of the top 10 KFC

store managers from New Zealand.

Ultimately, a quality team experience

delivers a quality customer experience.

The two go hand in hand. Values,

new technologies and channels, and

impassioned ever-present leaders,

can combine to unlock a group-wide

potential to deliver even greater value

than ever. It’s a new beginning for the

Group – the foundations are in place,

and a new energy is flowing.

Arif vows to visit every store. “While

I’ve met every Area Manager and

Operations Manager, I want to meet

every single Restaurant GM across

every single store that we operate.

I’m getting there.”

“But it’s like everything we strive to

do – encouraging, instilling, coaching

and inspiring our people so they can

pass on their passion to the customer

experience. We can do all of that

– but none of it is real until it’s real

in the store.”

The pride, passion, optimism and

energy levels are getting stronger

across the Group.

And that customer

bell rings yet again.

Witnessing the Taco Bell that is rung by

satisfied patrons when they leave the

store feels good. “It rings a lot,” says

David Hill. “It’s loud too!” Manpreet

Kaur is a District Manager who takes

customer hospitality seriously. Her

six Carl’s Jr. stores achieved 90%

customer satisfaction. “Carl’s Jr. is

about table service and front of house.

It’s a superstar customer service

model that has no room for mistakes.”

Manpreet and her team’s passion for

customer service has seen the Carl’s Jr.

Takanini store winning the International

Restaurant of the Year award for three

years in a row.

Nothing gives area managers greater

pride than seeing their team members

recognised by the wider Group or

global brand operation.

Genicar Failano, Area Coach for Taco

Bell in Hawaii, was once a restaurant

GM herself and, at the time, the only

one from Hawaii to ever be selected

to attend the awards ceremony for

the top 100 performers out of 7,000

Taco Bell stores. She vowed that if she

became an Area Coach, she would

help one of her store managers to

be recognised and go as well.

“Because most of the stores are owned

by franchisees, our conversations

focus on how investing in culture leads

to increased sales and greater profit,”

says Marc.

“We combine online training with

in-store workshops on just about

everything. Not only on operational

specifics, but also creating community

and belonging by bringing people from

across all of the Pizza Hut stores. They

get to meet each other and share their

love of the brand.”

“Our Customer Mania workshops

focus on customer experience,”

MANPREET KAUR

DISTRICT MANAGER CARL’S JR. (NZ)

OUR BUSINESSOUR BUSINESS

RECOGNITION

Arif Khan leads the Restaurant Brands’s culture of employee recognition by

example, making it a priority to personally meet with as many frontline team

members as he can when he is visiting the Group’s international markets.

This is a culture he fosters among the entire Restaurant Brand’s leadership

team, and he says that customer experience will never exceed the team

experience at Restaurant Brands.

“No one has more insight into our business than our employees on the store

floor who are serving our customers, and utilising our systems and processes

every day. Great employee experiences will always come first. When we take

care of our people, and recognise their value, we know they will look after our

customers and we’ll see the results as a business.”

IRENA USLINOVA

FRANCHISE BUSINESS COACH (PH NZ)

MARC GILCHRIST

GM OPERATIONS FOR PIZZA HUT (NZ)

There’s a fresh energy coming into our

business and it’s driving better metrics.

MARC GILCHRIST, GM OPERATIONS PIZZA HUT (NZ)

DAVID HILL

OPERATIONS MANAGER TACO BELL (NZ)

Restaurant Brands

2223

Annual Report — 31 December 2023

Our ingredients
for sustainability

In the unfolding narrative of environmental, social, and

governance responsibility, Restaurant Brands re-affirms

its commitment to sustainable growth through equity,

inclusion, ethical governance and environmental

responsibility across every aspect of its operations.

Restaurant Brands

2425

Annual Report — 31 December 2023

ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORTENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT

ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORTENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT
MATERIALITY ASSESSMENT AND FRAMEWORK UPDATE

2023 was the first post-COVID year not

materially disrupted by the pandemic.

It was also our first year of the

mandatory climate-related disclosures.

With the new ESG manager permanent

role filled at the beginning of the year,

it was perfect timing for Restaurant

Brands to take an inventory of its

sustainability pathway, re-set our

ESG goals and align them with the

Group strategy.

The first step in the process of

reviewing and updating our ESG

framework was to gain a better

understanding of what was

important to our stakeholders, what

environmental, social and governance

areas needed to be prioritised, and how

we were positioned in our sustainability

journey compared to the main

industry peers. The Group engaged

an independent consulting firm to

complete a materiality assessment via

a set of individual and group interviews

and questionnaires with our main

stakeholder groups – customers,

employees, suppliers, partners,

investors, lenders, and communities.

The main questions we asked our

stakeholders to share with us were

around the main ESG issues, risks

and opportunities the Group may

be facing or should be addressing

in the upcoming years.

All the answers were grouped by

topic, ranked by the importance to

our stakeholders and mapped to

the materiality matrix.

The matrix then was reviewed by

Restaurant Brands’ executive team

and assessed through the double-

materiality lens: the importance of

those topics and their impact on

the Group, and our impact on the

environment and society in each of

those areas/topics.

Below is the Restaurant Brands

2023 double-materiality matrix. It

is an insightful summary of what is

paramount to our internal and external

stakeholders (top right quartile), as well

as a good reflection of the areas within

our greater influence and control (the

smaller circle in the top right corner).

INTRODUCTION

The turn of the year marked a great milestone in our nation’s decarbonisation

journey. Legislation for mandatory climate-related disclosure was formalised

with Aotearoa New Zealand Climate Standards issued in December 2022.

Around 200 large companies meeting certain criteria are now required to publish

their climate-related disclosures annually. Restaurant Brands meets the definition

of a Climate Reporting Entity in the Financial Markets Conduct Act (2013), and

hence 2023 was the the first year of our climate-related disclosures.

Our environmental report provides the summary of the main highlights and

milestones we have achieved in 2023, with more detailed information regarding

our greenhouse gas inventory, emissions reduction targets and plans described

in the Group’s climate-related disclosures.

Environmental report and climate-related disclosures will be issued as a

separate document on or before 30 April 2024 as required by the Financial

Markets Authority (FMA), and will be available on the Group ESG web page:

https://www.restaurantbrands.co.nz/community-and-sustainability

SOCIAL

ENVIRONMENT

GOVERNANCE

IMPACT OF THE BUSINESS ON PEOPLE AND THE ENVIRONMENT

IMPORTANCE AND IMPACT ON BUSINESS SUCCESS

MINIMAL

MINIMAL

INFORMATIVE

INFORMATIVE

IMPORTANT

IMPORTANT

SIGNIFICANT

SIGNIFICANT

CRITICAL

CRITICAL

CULTURE

& TALENT

CORPORATE

RESPONSIBILITY

HEALTH, SAFETY &

EMPLOYEE WELLBEING

SOCIAL

RESPONSIBILITY

NUTRITION

FOOD QUALITY

& SAFETY

ANIMAL WELFARE

SUPPLY CHAIN

RESPONSIBILITY

COMPLIANCE &

GOVERNANCE

SECURIT Y &

DATA P R I VAC Y

CIRCULAR ECONOMY &

WASTE MANAGEMENT

CARBON

FOOTPRINT

CLIMATE CHANGE

ENERGY

MANAGEMENT

RESTAURANT BRANDS DOUBLE-MATERIALITY MATRIX

Materiality:

Materiality Assessment with

our stakeholders

Group framework:

Updated ESG* Framework

Group emissions:

Group greenhouse gas

emissions are measured

Group targets:

Approved emissions

reduction targets

Reporting and compliance:

Climate-related disclosure

* Environmental, Social and Governance

Restaurant Brands

2627

Annual Report — 31 December 2023

The double-materiality matrix then
was used as a foundation to revise

the Group ESG Framework as

shown above.

In addition to the main three areas in

our sustainability report – Product,

People and Planet, we have added

Governance, which is considered an

important fourth pillar to support our

main overarching goal – Sustainable

Growth. Each of the four main pillars

include the most important areas of

focus identified during the materiality

assessment exercise mapped on the

double-materiality matrix.

Each area was then assessed in terms

of the key performance indicators

(KPIs) which can be used to track our

performance against the benchmark

or with a specific target set against

each KPI.

Some of the KPIs have been used by

the Group historically, while others

are new metrics or initiatives aiming

to improve or maintain high standards

in the areas critical to our success

and reputation.

Initiatives to support our KPIs and

targets are being put in place with

the progress to be reported annually

going forward.

GOALGOAL STATEMENT

KEY PERFORMANCE

INDICATORTARGET

PRODUCT

Food Safety

& Quality

Supreme food safety

and quality

Assure Quality audit score %

GFSI certification

90% or higher audit score.

100% suppliers GFSI*-

certified by 2025

Nutritional BalanceContinuous nutritional

improvement of our menu

Year-on-year reduction

is sodium, sugar and

saturated fats

Actively work with suppliers

to reduce sugar sodium and

saturated fats and disclose

nutritional improvements

Animal WelfareAnimal welfare and

biosecurity compliance

All chicken suppliers

are certified

Maintain 100% SPCA** or

5 Freedoms certification for

our chicken suppliers (NZ)

PEOPLE

Safety & WellbeingHealth, Safety & Wellbeing of

our employees is top priority

Lost time injuries

(per million hours worked)

To be confirmed in 2024

Culture & TalentCulture built on support and

inclusion, attracting and

retaining talent

Staff engagement

Job step moves

To be confirmed in 2024

Social

Responsibility

Working together with

partners and communities

Donations & Sponsorship

Paid Volunteer Day

Maintain current level

of partnership

Volunteer day (trial in 2024)

PLANET

Energy

Management

Optimizing and reducing

energy consumption

Purchased energy reduction

and replacement with

renewable electricity

10% reduction by 2030

Circular EconomyReducing waste and

increasing recoveries

Waste reduction

Packaging

To be confirmed in 2024

Packaging initiatives in

place in 2024

Greenhouse Gas

(GHG) Emissions

Reducing our GHG emissions

across all regions and brands

Scope 1-2 GHG

emissions reduction

30% reduction by 2030

GOVERNANCE

Corporate

Responsibility

Living our values,

promoting our brand

and sharing our story

Customer satisfactionInternal targets only***

Supply ChainWorking with our suppliers 

on cost optimisation and

de-carbonisation

Supplier code of conduct

Cost optimisation

GHG reduction

In place by 2025

To be confirmed in 2024

ComplianceStrong governance

through effective policies

and compliance

Updated code of conduct

Cyber-security checks

In place by 2025

Suppliers to complete cyber-

security survey by 2025

TRUST + LOYALTY + RESPONSIBILITY + PRUDENCE + FAIRNESS

GROUP ESG FRAMEWORK

Our company

values are

important enablers

supporting us in our

sustainability journey.

* Global Food Safety Initiative

** Royal New Zealand Society for the Prevention of Cruelty to Animals

* ** Internal targets are set based on the international industry benchmarks normalised for each market, with the performance reviewed regularly by senior management.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORTENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT

Restaurant Brands

2829

Annual Report — 31 December 2023

SCOPE 1
SCOPE 2

SCOPE 3

DIRECT EMISSIONS FROM

SOURCES OWNED OR

CONTROLLED BY THE GROUP

INDIRECT EMISSIONS FROM THE

GENERATION OF PURCHASED

ENERGY USED BY THE GROUP

ALL OTHER INDIRECT EMISSIONS

GREENHOUSE GAS

EMISSIONS:

SCOPE 1 AND 2 EMISSIONS PROFILE

A big milestone in measuring,

understanding and reducing our

carbon footprint has been achieved

by the Group in 2023. We have

implemented a cloud-based carbon

footprint tracking and reporting tool

and started measuring our greenhouse

gas emissions consistently across

all divisions. We are using 2023 as

the base year for modelling and

setting up carbon reduction targets

for our direct Scope 1, and indirect

Scope 2 emissions.

The majority of our Scope 1 and

2 emissions are coming from

electricity, which is one of our main

opportunities in terms of reducing our

direct emissions while also keeping

our electricity costs down.

Our targets were modelled with the

help of external experts and compared

against the science-based target

(SBTi) showing the CO2e emissions

reduction levels required to keep the

global warming capped at 1.5°C by the

end of the century. Considering the

current challenges and opportunities

we are facing, while being prudent

and diligent in our environmental

journey, the Group target for Scope 1

and 2 emissions has been set at 30%

reduction by the end of 2030 reporting

period from the current 2023 base.

We believe our target is both a

challenging and an aspirational first

step in our decarbonisation journey.

Projects that will allow us to meet

our targets include, among others:

• fleet replacement plan

• refrigerant gas loss reduction

• solar panel installation and

increased share of the renewable

electricity consumed

Technology will need to play its part

as well, particularly in Australia and

Hawaii where electricity generation is

more reliant on fossil fuels, impacting

our overall Scope 2 emissions.

Our performance against the GHG

emissions reduction target will be

reviewed and reported annually.

The target may be re-assessed

based on internal or external

factors, such as the changes in the

emission factors released by the

respective authorities, updated

climate projections or changes in

the technology or legislation.

Restaurant Brands indirect Scope 3

emissions and reduction targets will be

determined and reported in our 2024

climate-related disclosures.

A DIVERSE AND INCLUSIVE WORKFORCE

Our commitment to diversity and inclusion continues to be a key driver behind our

success. We recognise that people from different backgrounds and experiences

not only bring value to customers and other stakeholders, but also create a work

culture that encourages individuals to realise their potential at Restaurant Brands.

Our practices, policies and structure promote diversity at all levels of the Group

and ensures that employees adopt a collaborative approach in the workplace.

We create a work culture that encourages

individuals to realise their potential.

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GENDER DIVERSITY
20232022

RegionMaleFemaleNot SpecifiedMaleFemaleNot Specified

GroupBoard71%29%–71%29%–

Key Management75%25%–67%33%–

New ZealandSenior Leadership67%33%–75%25%–

All Employees46%52%2%47%52%1%

AustraliaSenior Leadership60%40%–60%40%–

All Employees54%45%1%53%47%–

HawaiiSenior Leadership43%57%–57%43%–

All Employees44%55%1%43%56%1%

CaliforniaSenior Leadership50%50%–40%60%–

All Employees51%49%–52%48%–

COMPETITIVE REMUNERATION

We place a strong emphasis on maintaining competitive salary and wage levels to ensure our employees feel valued.

RegionCurrencyHourly Wage (Male)

Hourly Wage

(Female)

Group Adult

Minimum Wage

% of Employees on

Minimum Wage

New Zealand$NZ24.0024.3222.800%

In New Zealand, our lowest rate of pay is $22.80 – 10 cents above minimum wage.

Australia$A20.9420.7424.850%*

Australia has a large casual workforce, with majority of all employees working on

this basis. Most of that workforce are under 25, and the average age of our team

members is 17.1.

Hawaii$US13.6413.4212.006%

Guam minimum $9.75. Saipan minimum $7.75. Significant reduction in employees on

minimum wage as compared with 2022.

California$US16.2016.6715.500%

California minimum wage is $15.50. City of Los Angeles minimum wage is $16.78.

Unincorporated area of LA County is $16.90.

* adult rate in Australia is applicable from 21 years old

FIRST JOB

JOB STEP MOVES

% of Total headcount

Region20232022

New Zealand5%13%

Australia9%8%

Hawaii 11%11%

California7%9%

As a business in the Quick Service Restaurants (QSR) industry, Restaurant

Brands often represents the first formal job for many of our employees. Last

year we began tracking this data to better understand how we can help our

inexperienced employees that are new to the workforce.

% of employees for

whom their job at

RBD is their first

Region20232022

New Zealand44%34%

Australia44%13%

Hawaii 43%43%

California49%n /a

CAREER PROGRESSION

We want to empower our people to fulfil their potential. Key areas we focus on

to achieve this goal are:

• Encourage employees to share their vision for their career at Restaurant

Brands and beyond, including which region they would like to be based in.

• Collaborate with employees as to how to progress towards their

stated aspirations.

• Provide a comprehensive and easily digestible framework that enables

employees to consider available career pathways.

To measure 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.

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STAFF SATISFACTION AND WELLBEING
A strong commitment to staff wellbeing and satisfaction underpins our success.

We recognise that our people are our strength. To measure employee satisfaction,

we conduct an annual engagement survey across all divisions.

STAFF ENGAGEMENT

RegionEngagement ScoreParticipation Rate

New Zealand77%63%

Australia80%39%

Hawaii84%66%

California89%65%

We think it is critical that we have clearly stated Group values. This ensures

transparency and demonstrates our commitment to both consumers and staff.

We will continue to build on this momentum into 2024 as we listen to staff input

and action changes that maximise their experience at Restaurant Brands.

STAFF TURNOVER (AS A % OF TOTAL STAFF)

Region2023 % (involuntary)2022 % (involuntary)

New Zealand78% (2%)89% (2%)

Australia58% (3%)68% (1%)

Hawaii70% (2%)77% (2%)

California75% (6%)72% (5%)

The 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.

Notwithstanding the above, we are proud to report that voluntary staff turnover

has dropped in every region except California, where it remains steady. This

reflects the progress we have made in making staff feel valued which is in line

with our stated value of Loyalty.

ZERO TOLERANCE

FOR FORCED OR

UNDERAGE LABOUR

We have 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 2023, and

we will continue to be vigilant in the

monitoring of this.

LOST TIME INJURIES (LTIs)

(PER MILLION HOURS WORKED)

Region20232022

New Zealand13.99.1

Australia12.09.2

Hawaii6.43.6

California11.99.7

2023 saw an increase in Lost Time

Injuries for all divisions, however,

there were no incidents requiring

notification to safety regulators.

Safety of our employees continues

to be of paramount importance as

it relates to our business. We are

continuously training our staff in

proactive injury prevention measures,

as well as continuing to promote the

reporting of all safety events.

We have successfully rolled out

Clever First Aid equipment across our

New Zealand and Australian networks

has given us greater insights into safety

in stores. This has helped us improve

our incident management protocols

and procedures.

These initiatives are being rolled out

in tandem with the introduction of

a new group wide health and safety

management system.

Responsibility

is our promise

Loyalty is

our commitment

Prudence is on

our minds

Fairness is our

foundation

Trust is our

strength

Living

Our

Values

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SUPPORTING OUR
COMMUNITIES

THE RESTAURANT BRANDS

CHARITABLE FUND*

Restaurant Brands is embedded in

our communities beyond serving

high quality delicious food. The

Restaurant Brands Charitable Fund

was established in 2019 to support

local communities and charitable

organisations in many initiatives.

As a large employer of young people,

these causes are particularly close to

our hearts as we support access to

education for the younger generation.

LOCAL SPONSORSHIPS AND PARTNERSHIPS

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

offering financial, marketing and promotional support.

$30,000

FIRST FOUNDATION

$NZ208,356

SURF LIFE SAVING NZ

$NZ119,789

ST JOHN

SURPLUS

COOKED

CHICKEN

THE GRACE FOUNDATION

$20,000

EASTERN & CENTRAL

COMMUNITY TRUST

$20,000

KIDSCAN

First Foundation

First Foundation supports talented young Kiwis who face financial and other

barriers to attending university. We have donated $30,000 to this organisation

this year which will fund five students during their first year of university and also

offer paid work experience to these students. 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. This is the

third year of a four-year sponsorship commitment, and our total donation by the

end of 2024 will be $110,000.

Manaiakalani

The Manaiakalani Education Trust provides support to New Zealand

school children, families, and whānau 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. The Restaurant Brands Charitable Fund supported

this organisation with a $35,000 donation to continue their great work.

Cyclone Gabrielle Relief

Cyclone Gabrielle devastated our communities in early 2023 and the effects of

the damage continue to be felt by families across the country. The Restaurant

Brands Charitable Fund supported communities and families in need with a

$20,000 donation to the Eastern and Central Community Trust and $20,000

to the Kids Can Appeal.

The Eastern and Central Community Trust are a local community trust that

provide funding to charities and community groups across the Hawkes Bay,

Gisborne Tairawhiti. They assessed the local needs and provided funding

out into the community to those that needed it most.

KidsCan provided clothing and food supplies to kids and their families via the

schools and early childhood centres it supports.

* The Restaurant Brands Charitable Fund is managed by a panel responsible for reviewing 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.

$35,000

MANAIAKALANI EDUCATION TRUST

NEW ZEALAND

Surf Life Saving NZ (SLSNZ)

2023 marked the 11th summer of

partnership between KFC and SLSNZ,

and the ongoing support from KFC

has made a huge impact in raising

public awareness about water safety

and supporting the vital work of Surf

Lifeguards who patrol our beaches.

SLSNZ relies entirely on grants,

donations and sponsorship as all

their life guards are volunteers. In

2023 KFC won an award at the Sport

& Leisure Awards for Best Commercial

Partnership through its work with

SLSNZ. Some of the fundraising

initiatives include Bucket Fundraiser,

Summer Merch Sale, Surfboard

Sale, donations to Piha and Orewa,

and donations arising out of cricket

events in 2023.

St John

Since becoming an official partner in

2020, Pizza Hut continues to support

St John as they do incredible work

treating and transporting over 450,000

people every year. As a brand that is

all about big social gatherings and

experiences, our support goes directly

to Event Health Services – the team

that go to large events and concerts

to keep people safe. In 2023, Pizza Hut

donated $1 for every Limo product sold

via Delivery and $2 during the June

Annual Appeal. Funds raised from the

latter will be used to help provide a new

Major Incidents Vehicle, generators,

volunteer training, and other support

to the Hawkes Bay region.

The Grace Foundation

The Grace Foundation seeks to

empower and assist marginalised

members of our community to live

healthy, sustainable lives by providing

education, housing, employment and

other services. Restaurant Brands

works with the Grace Foundation

to provide surplus cooked chicken

product unsold at close of business

each day that is frozen before

collection. This is currently being

trialled in two KFC stores and we

look forward to expanding this

program in 2024.

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AUSTRALIA
KFC Youth Foundation

We have a longstanding commitment

to supporting young Australians.

The vast majority of our team are

under 25 so this is something we will

always care deeply for. The donations

from the KFC Youth Foundation

continue to provide support to

young people in the community.

Suburban Sporting Club Sponsorships

In Australia we also sponsored several

suburban sporting clubs across

cricket, rugby and rugby league, as

we continue to promote participation

in the community.

CALIFORNIA

This year, our California restaurants

donated to the KFC Foundation

through our Secret Recipe campaign

and ‘Round Up’ campaign. We are

incredibly proud to have raised

over $US72,000 from the Round

Up campaign, which is $US60,000

more than we raised in 2022.

26 KFC Foundation Scholarships

were awarded to our team

members in stores ranging from

$US2,500 to $US20,000 toward

tertiary education ($US132,500 in

total). Most recipients were also

first in family to attend university.

In 2023 five local non-profit

organisations were recipients

of $US10,000 KFC Foundation

Kentucky Fried Wishes grants.


$US107,873

KFC FOUNDATION DONATIONS

$US3,500

TACO BELL OWNERS GIVING

$US15,000

AMERICAN RED CROSS

$ U S 9 7,6 8 2

TAC O B E L L F O U N DAT I O N

$US 56,19 0

OTHER

$A37,000

SPORT CLUBS SPONSORSHIPS

$A50,501

KFC YOUTH FOUNDATION

HAWAII

Our communities in Hawaii, Guam

and Saipan had to face devastating

weather events in 2023, including the

Maui wildfires and Typhoon Mawar.

The Taco Bell Foundation’s

Round Up program raises money to

support community grants to youth

organisations focused on education

and career readiness as well as

funding for Live Mas Scholarships

which connects students with

opportunities to learn and succeed.

In 2023, two non-profit organizations

in Hawaii received community grants

from the Taco Bell Foundation.

This years recipients are the Boys

and Girls Club of Hawaii and Junior

Achievement of Hawaii. Both of

these organisations are focused on

supporting and empowering youth

in our community to succeed. The

Taco Bell Foundation also awarded

scholarships to two of our Taco Bell

team members. It is wonderful to

see that 100% of the funds raised

through our campaigns are being

used to support local communities.

There was also a $US45,000 one-off

donation to charitable organisations

helping communities on various social

and educational matters.

These include ABC Hopes supporting

persons with intellectual disabilities;

Pacific Lifeline empowering women

and children facing chronic

homelessness; Riverside Area

Rape Crisis Center and Special

Needs Network supporting autism

and other development disabilities

in underserved communities.

We are also proud to partner with

KFC Foundation and Western

Governors University to offer tuition-

free online university courses toward

more than 60 different degrees.

FOOD

FOOD RECOVERY

Restaurant Brands has a proud

commitment to reduce the negative

impacts of food waste on our

environment and supporting those

in need. Our work with food recovery

partners continued in 2023 in

New Zealand, Australia and California.

FOOD DONATED IN TONNES

Region20232022

New Zealand–16.3

Australia6.43.4

Hawaiin /an /a

California49.546.5

Australia

In the last year, KFC has donated

6.4 tonnes of cooked chicken to

partner, OZHarvest. This was able to

be repurposed into over 12,000 meals

to families in need.

California

Our California restaurants donate

surplus food in partnership with

Food Donation Connection through

the KFC Harvest Program. Last year,

we introduced a ‘store champion’ for

each restaurant to lead the initiative in

excess food collection and donation.

We continue to see the effectiveness of

this initiative with 49.5 tonnes of food

being donated in 2023.

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C L I M AT E R E L AT E D
DISCLOSURE

For our electricity, natural gas and fuel

consumption, as well as refrigerant

gas losses (Scope 1 and 2 emissions)

please refer to our Climate-Related

Disclosure Report.

LED LIGHTING

% OF RESTAURANTS

WITH LED LIGHTING

Region20232022

New Zealand100%90%

Australia60%60%

Hawaii84%52%

California48%44%

We continue to transition to LED

lighting across our business and are

making good progress towards this

goal. We are pleased to report that

New Zealand has achieved 100%

LED usage in 2023. Other divisions

have faced logistical challenges that

we continue to work through as we

trend towards 100% LED lighting

in all regions.

SOLAR ENERGY

INNOVATION

As part of our commitment to using

renewables to reduce our emissions,

we are rolling out installation of

solar panels across our network.

Now that we have announced our

emissions reduction targets, we will

be accelerating this process in the

upcoming years.

New Zealand has six sites with solar

panel installation and two more

in production.

11 restaurants in Australia generated

a total of 253 MWh of solar energy

in 2023; enough to power a KFC

restaurant for a year. This is more

than triple the solar generation

in 2022, and we look forward to

building on this progress in 2024.

In California, we are proud to report

that solar panels are successfully

installed at KFC Paramount – one of

the new stores built in 2023. We are

at the beginning of this journey in the

region, and will continue to install

solar panels as we progress towards

a full transition.

SUSTAINABLE FLEET

Our business requires the use of

vehicles in our day to day operations.

As hybrid, electric and other more fuel

efficient vehicles emerge globally,

Restaurant Brands is embracing the

new technology as we look to reduce

our GHG emissions.

Across all regions, we aim to

transition our fleet to hybrids and

fully electric vehicles. In Australia and

California, half of our fleet are already

hybrid vehicles.

LOCAL PROCUREMENT

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 local community and reduce our impact on the planet.

RegionLocal Based Supplier

Partnerships

Packaging

Manufactured Locally

Protein sourced locally

202320222023202220232022

New Zealand82%81%21%18%*93%93%

Australia89%91%35%35%100%100%

Hawaii n /an /an /an /an /an /a

California95%n /a88%n /a100%n /a

* Restated

Australia: Procurement is managed by our franchisor Yum! and we are dependent

on their supply chain for each brand.

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 resin, gloves, straws, and cutlery. That equates to <15% of our total

packaging spend coming from international sources.

PLASTIC REDUCTION

AND PACK AGING

New Zealand and Australia have

phased out 100% plastic bags,

straws and lids. Hawaii also continues

to approach this target. California

follows the Yum! Brands Sustainable

Packaging Policy with its own plastic

2025 related goals.

We will announce Scope 3 emissions

targets in the 2024 annual report. As

we look to 2024, our focus will be on

introducing new initiatives to reduce

our packaging and waste emissions.

These include introducing more

recycled content into our packaging

and removing all hard to recycle

plastics from within the supply chain.

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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 (including 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:

Region20232022

New Zealand*95%97%

Australia83%81%

Hawaii 97%78%

California96%95%

* AsureQuality audit on behalf of

Ministry for Primary Industries

We are proud to see improvement in

most regions, particularly in Hawaii

where there has been significant uplift

due to improved training of staff and

process optimisation.

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.

SUPPLIER CODE OF

CONDUCT, POLICY AND

AUDIT PROGRAMMES

In New Zealand, all suppliers are

carefully selected, undergo due

diligence and are audited on an annual

basis to ensure they meet our ethical

standards. Our standards are based

on a combination of the Yum! Supplier

Code of Conduct and other best

practice guidelines. Our Australia,

Hawaii and California divisions are part

of the Yum! supply chain and all their

suppliers must adhere to their Supplier

Code of Conduct. All suppliers are

audited on a regular basis.

Nutritional Profile

All 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.

New Zealand division also has

nutritional information for all its short

term promotional menu items available

by request and in Australia, Hawaii and

California, kilojoules are available on

restaurant menus.

NUTRITIONAL

IMPROVEMENTS AND

ETHICAL SOURCING

Nutritional Improvements

Our New Zealand division works

actively to reduce the levels of fat,

sodium and sugar in our food. We plan

to focus on this in 2024 working with

our suppliers to continually improve.

Animal Welfare

All New Zealand manufacturing sites

that produce meat and meat products

for Restaurant Brands must meet the

requirements of the Animal Welfare

Act and are audited by both SPCA

and Asure Quality. Our two largest,

long-standing chicken suppliers are

Tegel and Inghams. 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! supply

chain controls as outlined in their

Global Animal Welfare website. Their

commitment to animal health and well-

being remains steadfast and guided

by holistic, science-based Sustainable

Animal Protein Principles.

Our New Zealand

division works actively

to reduce the levels of

fat, sodium and sugar

in our food.

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Board of
Directors

BOARD OF DIRECTORS

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,

Safety & Sustainability 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

resignation in January 2019.

Emilio is currently a member of the Audit and

Control Committee of AmRest Holdings SE.

Emilio graduated from ITAM, Mexico (Public

Accountant) and completed his MBA at the

same institution as well as the Executive

Management (AD) Program at IPADE, Mexico.

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, Safety & Sustainability

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 was on the Boards of General Capital

Limited and Auckland Regional Amenities

Funding Board. She was also a trustee of the

Asia New Zealand Foundation.

Lyn had previously served on the Boards of

SP Corporation Pte.Ltd (Singapore), AUT,

New Zealand Shareholders’ Association,

Public Trust (and chaired the Human

Resources and Remuneration Committee),

the New Zealand China Trade Association,

the Hong Kong and New Zealand Business

Association, 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 University of

Canterbury and has 30 years of legal practice

specialising in commercial, corporate and

governance issues and dispute resolution.

In 2017, Lyn was appointed as a Member

of the New Zealand Order of Merit for her

services to New Zealand-Asia relations and

governance. Lyn is a Chartered Member of the

New Zealand Institute of Directors, a member

of the New Zealand Law Society and a member

and Vice Chair of the Women in Business

Committee of the Inter-Pacific Bar Association.

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 national

and international companies, including 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

Financiero Santander Mexico S.A.B de C.V.

Carlos is currently Chairman of the Board

of Directors of Grupo Finaccess S.A.P.I. de

C.V. – a company of which he was founder

and which controls 75% of Restaurant Brands

ordinary shares and is also active in Mexico,

Europe, Asia and the US. He is Honorary

Charmain of the Board of Directors of AmRest

Holdings SE. He is also a Proprietary Director

of Inmobiliaria Colonial, S.A. and a member of

their Executive Committee.

Carlos is an industrial engineer and has also

studied on senior management programmes

at the IPADE Business School (Instituto

Panamericano de Alta Direccion de Empresa).

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

Committee Member and Investment

Committee Member of Finaccess, S.A.P.I.

de C.V. (since 2013). He is also the Founder

& CEO of Compitalia, S.A. de C.V., a family

investment company business which primarily

invests directly in target companies through

equity holdings and real estate investments,

primarily in sectors such as: consumer

goods, restaurants, real estate projects

and financial funds.

For over 25 years Luis Miguel occupied

different positions within several Grupo

Modelo entities (including the Vertical

Companies director of Grupo Modelo,

S.A.B. de C.V., President & General Manager

of Gmodelo Agriculture, LLC., Idaho Falls,

Idaho, Vice President & General Manager of

Gmodelo Agriculture, Inc.). During his time at

Grupo Modelo, Luis Miguel held various board

positions within the Group, including: Alternate

Board Member and Executive Committee

Member of Grupo Modelo, S.A.B. de C.V.,

Board Member and Executive Committee

Member of InteGrow Malt, LLC., as well as

Board Member of Impulsora Agricola, S.A.

and International CO2 Extraction LLC.

Luis Miguel is currently a Proprietary director

of AmRest Holdings 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 Panamericano de

Alta Dirección de Empresa).

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 Finaccess

Capital. He is also the Chairman of the Board

and an Executive Chairman of AmRest

Holdings SE. During his professional career

he has been director of the Board of Crown

Imports, Chicago, 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

Panamericana, Mexico (Business and

Finance) and completed his MBA at ITAM,

Mexico as well as the Business D-1 Program

at IPADE, Mexico and Executive Programme

at Wharton, San Francisco.

Restaurant Brands

4445

Annual Report — 31 December 2023

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, Safety &

Sustainability 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

commercial lawyer in New Zealand.

Stephen is the non-executive Chair of

SecureFuture Wiri Limited. He is also a

non-executive director of Huntington

Commercial Finance New Zealand Limited

and Renaissance Holdings (NZ) Limited.

Stephen is the Independent Chair of the

Advisory Council for the Financial Dispute

Resolution Service and a consultant of

Simpson Grierson.

Stephen holds an LLB from the University of

Canterbury, is a member of the New Zealand

Law Society and is a Chartered Member of

the New Zealand Institute of Directors.

BOARD 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 Committee). Her appointments included

President for AmRest Spain and, most

recently Chief Proprietary Brands Officer with

responsibilities 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

restaurant 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 Administration and

Management (ADE) degree from the ICADE

School of Business and Economics.

Restaurant Brands

4647

Annual Report — 31 December 2023

48
Restaurant Brands

49

Annual Report — 31 December 2023

$NZ000’s 31 Dec 2023

vs Prior

% 31 Dec 2022

Store sales

New Zealand571,7718.1529,158

Australia310,0509.4283,397

Hawaii259,6774.92 47, 4 5 9

California180,6890.9179,035

Total sales1,322,1876 .71,239,048

Other revenue73,06423.55 9,17 0

Total operating revenue1,395,2517. 51,298,218

Cost of goods sold(1,165,352)(8.2)(1,077,075)

Gross margin229,8994.0221,143

Distribution expenses(9,509)(15.3)(8,244)

Marketing expenses(68,461)( 1 0 .7 )(61,849)

General and administration expenses( 6 7, 1 8 6 )(9.3)(61,445)

Other items(6,131)(111.4)(2,900)

Operating profit78,612(9.3)8 6 ,7 0 5

Financing expenses(56,193)(26.2)(44,528)

Net profit before taxation22,419(46.8)42 , 17 7

Taxation expense(6,156)39.0(10,094)

Total profit after taxation (NPAT)16,263(49.3)32,083

% sales% sales

Store EBITDA before G&A,

NZ IFRS 16 and other items

New Zealand80,48214.1(9.9)89,34216.9

Australia3 7,7 9 612.221.131,20511.0

Hawaii45,04017. 36.442,32217. 1

California15,0598.3(12.2)17, 1 479.6

Total Store EBITDA before G&A,

NZ IFRS 16 and other items17 8 ,3 7 713.5(0.9)180,01614.5

Ratios

Net tangible assets per security (net tangible assets

divided by number of shares) in cents24.211.9

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. Store sales and Store EBITDA for each of the concepts may not

aggregate to the total due to rounding.

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-

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

presentation are as follows:

1. Store EBITDA before General and Administration (G&A) expenses, NZ IFRS 16 and other items. The Group calculates

Earnings Before Interest, Tax, Depreciation and Amortisation (“EBITDA”) before G&A, NZ IFRS 16 and other items

by taking net profit before taxation and adding back (or deducting) financing expenses, other items, depreciation,

amortisation, NZ IFRS 16 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.

2. Total NPAT excluding the impact of NZ IFRS 16. Total Net Profit After Taxation (“NPAT”) excluding the impact of NZ IFRS 16

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-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-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-GAAP measures and net profit after taxation:

$NZ000’s Note* 31 Dec 202331 Dec 2022

Store EBITDA before G&A, NZ IFRS 16 and other items117 8 ,3 7 7180,016

Depreciation(4 6 ,7 17 )(43,935)

Net loss on sale of property, plant and equipment (included in depreciation)(909)(952)

Lease depreciation(42,615)(41,282)

Lease costs65,55860,473

Amortisation (included in cost of sales)(10,071)(10,119)

General and administration costs - area managers, general managers and support

centre(58,880)(54,596)

Net impairment(8,985)(162)

Other items2,854( 2 ,7 3 8 )

Operating profit78,6128 6 ,7 0 5

Financing expenses(56,193)(44,528)

Net profit before taxation22,41942 , 17 7

Taxation expense(6,156)(10,094)

Net profit after taxation16,26332,083

Add back NZ IFRS 16 impact12,35914,208

Income tax on NZ IFRS 16 impact( 2 ,7 9 2 )(3,934)

Total NPAT excluding the impact of NZ IFRS 16

225,83042,357

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

PRO FORMA PROFIT STATEMENT

for the year ended 31 December 2023

NON-GAAP FINANCIAL MEASURES

for the year ended 31 December 2023

Restaurant Brands
5051

Annual Report — 31 December 2023

Financial

statements

ContentsPage

Directors’ statement51

Consolidated statement of comprehensive income52

Consolidated statement of changes in equity53

Consolidated statement of financial position54

Consolidated statement of cash flows55

Notes to and forming part of the financial statements57

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

The results are for the year ended 31 December 2023 as compared to the year ended 31 December 2022.

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

Material 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 highlight surrounding the text.

31 December 2023

The Directors of Restaurant Brands New Zealand Limited (Restaurant Brands or the Company)

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

its subsidiaries (together the Group) for the year ended 31 December 2023 contained

on pages 52-88.

Consolidated financial statements for each financial period fairly present the consolidated

financial position of the Group and its consolidated financial performance and cash flows for

that period and have been prepared using appropriate accounting policies, consistently applied

and supported by reasonable judgements 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 consolidated financial position of the Group and facilitate compliance

of the consolidated 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 consolidated financial

statements for the year ended 31 December 2023.

For and on behalf of the Board:

José Parés Emilio Fullaondo

Chairman Director

26 February 2024 26 February 2024

Directors’ statement

for the year ended 31 December 2023

Restaurant Brands
5253

Annual Report — 31 December 2023

$NZ000’s Note 31 Dec 202331 Dec 2022

Store sales revenue1, 21,322,187 1,239,048

Other revenue

1, 273,064 5 9,17 0

Total revenue1,395,2511,298,218

Cost of goods sold(1,165,352)(1,077,075)

Gross profit229,899221,143

Distribution expenses(9,509)(8,244)

Marketing expenses(68,461)(61,849)

General and administration expenses( 6 7, 1 8 6 )(61,445)

Other income

24 ,7 0 0 2,465

Other expenses

2(10,831)(5,365)

Operating profit78,6128 6 ,7 0 5

Financing expenses

4(56,193)(44,528)

Profit before taxation22,41942 , 17 7

Taxation expense

16(6,156)(10,094)

Profit after taxation attributable to shareholders16,26332,083

Other comprehensive income:

Exchange differences on translating foreign operations95510,515

Derivative hedging reserve–954

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

Other comprehensive income for the period, net of tax95511,287

Total comprehensive income for the period attributable to shareholders17, 2 1 843,370

Basic and diluted earnings per share (cents)

313.042 5 .7 2

The accompanying material accounting policy information and notes form an integral part of the consolidated financial statements.

$NZ000’s Note

Share

capital

Foreign

currency

translation

reserve

Derivative

hedging

reserve

Retained

earningsTotal

For the year ended 31 December 2022

Balance at 1 January 2022154,565(1,480)(872)1 3 7, 5 2 42 8 9,7 3 7

Profit

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

7154,5658,935–129,684293,184

For the year ended 31 December 2023

Balance at 1 January 2023154,5658,935–129,684293,184

Profit

Profit after taxation attributable

to shareholders–– – 16,26316,263

Other comprehensive income

Movement in foreign currency translation reserve–955––955

Total other comprehensive income –955––955

Total comprehensive income – 955–16,26317, 2 1 8

Transactions with owners

Net dividend distributed–––(19,961)(19,961)

Total transactions with owners–––(19,961)(19,961)

Balance as at 31 December 2023

7154,5659,890–125,986290,441

The accompanying material accounting policy information and notes form an integral part of the consolidated financial statements.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the year ended 31 December 2023

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the year ended 31 December 2023

Restaurant Brands
5455

Annual Report — 31 December 2023

$NZ000’s Note 31 Dec 202331 Dec 2022

Non-current assets

Property, plant and equipment

133 41 ,7 7 3 319,302

Land held for development

1112,431 7,0 8 4

Right of use assets

145 8 7,6 4 9 607,765

Sub-lease receivable878 962

Intangible assets

15349,216 358,336

Deferred tax asset

1654,187 43,627

Total non-current assets1,346,134 1,337,076

Current assets

Inventories

81 9,7 6 1 25,140

Trade and other receivables

92 3 ,7 3 9 15,570

Income tax receivable4,600 9,616

Cash and cash equivalents

1031,584 29,869

Total current assets79,68480,195

Total assets1,425,8181 , 417, 2 7 1

Equity attributable to shareholders

Share capital

7154,565 154,565

Reserves

79,890 8,935

Retained earnings125,986 129,684

Total equity attributable to shareholders290,441293,184

Non-current liabilities

Provisions

175,354 4,858

Deferred income

18477 804

Loans

4288,962 280,281

Lease liabilities

146 74,3 0 4 685,332

Total non-current liabilities969,097971,275

Current liabilities

Income tax payable–1,480

Trade and other payables

12131,339 119,290

Provisions

171,689 1,866

Lease liabilities

1431,984 29,599

Deferred income

181,268 577

Total current liabilities166,280152,812

Total liabilities1,135,3771,124,087

Total equity and liabilities1,425,8181 , 417, 2 7 1

The accompanying material accounting policy information and notes form an integral part of the consolidated financial statements.

$NZ000’s Note 31 Dec 202331 Dec 2022

Cash flow from operating activities

Cash was provided by / (applied to):

Receipts from customers1,394,1681,295,520

Payments to suppliers and employees( 1 , 1 9 7,7 0 5 )(1,109,499)

Interest paid(20,071)(10,901)

Interest paid on leases

14(35,303)(33,429)

Payment of income tax(13,252)(20,097)

Net cash from operating activities1 2 7, 8 3 7121,594

Cash flow from investing activities

Cash was provided by / (applied to):

Acquisition of business

25–(1,087)

Payments for intangible assets(1,562)(1,559)

Purchase of property, plant and equipment(79,359)(83,431)

Purchase of land held for development

11(5,347 )( 7,0 8 4 )

Proceeds from the disposal of property, plant and equipment1,5451,591

Net cash used in investing activities(8 4 ,7 2 3)(91,570)

Cash flow from financing activities

Cash was provided by / (applied to):

Proceeds from loans444,535 5 2 7, 8 3 4

Repayment of loans(436,876)(506,397)

Dividend paid to shareholders(19,961)(39,923)

Payments for lease principal

14(29,462)( 2 7,0 4 4 )

Net cash used in financing activities(41,764)(45,530)

Net increase / (decrease) in cash and cash equivalents1,350(15,506)

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

Foreign exchange movements365220

Cash and cash equivalents at the end of the year31,58429,869

Cash and cash equivalents comprise:

Cash on hand

10691678

Cash at bank

1030,89329,191

31,58429,869

The accompanying material accounting policy information and notes form an integral part of the consolidated financial statements.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

as at 31 December 2023

CONSOLIDATED STATEMENT OF CASH FLOWS

for the year ended 31 December 2023

Restaurant Brands
56

Annual Report — 31 December 2023

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

for the year ended 31 December 2023

57

$NZ000’s Note 31 Dec 202331 Dec 2022

Reconciliation of profit after taxation with net cash from operating activities:

Total profit after taxation attributable to shareholders16,26332,083

Add items classified as investing activities:

Gain on acquisition of business

2–(842)

Loss on disposal of property, plant and equipment

131,948949

1,948107

Add/(less) non-cash items:

Depreciation

13, 1489,33285,220

Lease termination(792)–

Increase in provisions667941

Amortisation

1510,07110,118

Impairment of property, plant and equipment

136,8611,209

Impairment of intangible assets

152,124–

Net increase in deferred tax asset

16(10,520)(6, 217 )

9 7,74 391,271

Add/(less) movement in working capital:

Decrease / (Increase) in inventories5,388(2,648)

(Increase) / Decrease in trade and other receivables( 7, 1 6 7 )1,265

Increase in trade and other payables10,2393,303

Increase / (Decrease) in income tax payable3,423(3 ,7 8 7 )

11,883(1,867)

Net cash from operating activities1 2 7, 8 3 7121,594

Reconciliation of movement in loans

Opening balance280,281246,887

Net proceeds from loans7,6 5 921,437

Decrease / (Increase) in prepaid facility costs143(92)

Foreign exchange movement87912,049

Closing balance288,962280,281

The accompanying material accounting policy information and notes form an integral part of the consolidated financial statements.

Notes to and forming part of

the financial statements

for the year ended 31 December 2023

NotePage

Basis of preparation58

Performance

1. Segmental reporting61

2. Revenue and expenses64

3. Earnings per share66

Funding and equity

4. Loans66

5. Financial assets and financial liabilities69

6. Financial risk management70

7. Equities and reserves72

Working capital

8. Inventories73

9. Trade and other receivables73

10. Cash and cash equivalents74

11. Land held for development74

12. Trade and other payables74

Long term assets

13. Property, plant and equipment75

14. Leases78

15. Intangible assets79

Other notes

16. Taxation82

17. Provisions84

18. Deferred income85

19. Related party transactions85

20. Commitments86

21. Contingent liabilities86

22. Subsequent events86

23. Fees paid to auditor86

24. Donations87

25. Business combinations87

26. Deed of Cross Guarantee87

Annual Report — 31 December 2023

Restaurant Brands
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Annual Report — 31 December 2023

BASIS OF PREPARATION (CONTINUED)

for the year ended 31 December 2023

BASIS OF PREPARATION

for the year ended 31 December 2023

Reporting entity

The reporting entity is the consolidated group (the “Group”) comprising the parent 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 an 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:

Name Nature

Restaurant Brands Limited Restaurant operating

Restaurant Brands Australia Pty Limited Restaurant operating

QSR Pty Limited Restaurant 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 Limited Restaurant operating

RBD US Holdings Limited Investment holding

Pacific Islands Restaurants Inc. Investment holding

TD Food Group Inc. Investment holding

RB Holdings Limited Investment holding

RBP Holdings Limited Investment holding

RBDNZ Holdings Limited Investment holding

RBN Holdings Limited Investment holding

Restaurant Brands Australia Holdings Pty Limited Investment holding

Restaurant Brands Properties Limited Property holding

Restaurant Brands Nominees Limited Employee share option plan trustee

Restaurant Brands Pizza Limited Non-trading

Basis of preparation

The consolidated 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 consolidated

financial statements comply with International Financial Reporting Standards Accounting Standards (“IFRS Accounting

Standards”) as issued by the IASB.

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

by the revaluation of certain financial instruments as identified in the accompanying notes. The consolidated financial

statements are presented in New Zealand dollars, rounded where necessary to the nearest thousand dollars. The material

accounting policies applied in the preparation of these consolidated 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 material. These policies have been consistently applied to all the periods presented, unless otherwise stated.

Certain comparative amounts have been reclassified to conform with the current year’s presentation.

New disclosure requirements and changes in accounting policies

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

Accounting Standards that are effective for the first time for the financial year beginning on or after 1 January 2023 that

had a material impact on the consolidated financial statements.

On 14th of December 2022 the External Reporting Board (XRB) published its climate-related disclosure standards. The

mandatory reporting regime for disclosing risk in the annual report is for reporting periods beginning after 1 January 2023.

Climate-related Disclosures will be reported at the time of the issuance of the annual report.

Expected changes to income tax legislation

On 8 October 2021, 136 countries reached an agreement for a two-pillar approach to international tax reform (“OECD

agreement”). In May 2023 the New Zealand Government has announced that New Zealand will adopt the OECD-led global tax

initiative aimed at ensuring large multinationals pay a minimum tax rate of 15 per cent in participating countries. The OECD

agreement is likely to see changes in corporate tax rates in a number of countries in the next few years.

Applying the OECD Pillar Two model rules and determining their impact on the IFRS financial statements is complex

and poses a number of practical challenges. It is not immediately apparent how entities would apply the principles and

requirements in IAS 12 Income Taxes in accounting for top-up tax arising from the Pillar Two model rules – specifically,

whether the recognition and measurement of deferred tax assets and liabilities would be impacted. If deferred tax assets

and liabilities would be impacted by the rules, this would be from the date when the relevant national legislation is enacted

or substantively enacted.

As at 31 December 2023, the Pillar Two requirements have not been enacted in any of the territories in which the Group

operates and as a result there is no impact on these consolidated financial statements.

Use of non-GAAP measures within the consolidated financial statements

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

IFRS. The non-GAAP financial measures used in the consolidated 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/(loss) 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 consolidated financial statements also view the performance of the business.

• EBITDA – Earnings Before Interest, Tax, Depreciation and Amortisation (EBITDA) 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.

• EBITDAL - Earnings Before Interest, Tax, Depreciation, Amortisation and Lease costs. This is another measure used by the

banks, with the Group’s total fixed charge coverage ratio based on this figure.

• EBITDA before general and administration expenses, NZ IFRS 16 and other items – The Group calculates 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.

• Net profit after taxation excluding NZ IFRS 16 – This is calculated by taking profit after taxation attributable to shareholders

and excluding 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 intangible assets – 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.

Restaurant Brands
6061

Annual Report — 31 December 2023

References to, 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 consolidated 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: however, 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 management in making the business decisions for the Group as

shown in note 1.

These audited consolidated financial statements were authorised for issue on 26 February 2024 by the Board of Directors

who do not have the power to amend afterwards.

Judgements and estimates

Material accounting policy information 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 judgements are continually assessed, 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.

Climate change

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 Environmental, Social and Governance (ESG) Management Committee to assess the

relevant climate risks that impact the business in conjunction with climate-related disclosure requirements that became

effective in 2023. The impacts of climate risks on the consolidated 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 the location of the restaurants

and other key operations in each region that it operates in. This included considering whether there are any short to medium

term impact on the recognised assets of the Group arising from climate-related risks. The Group concluded that there is

no material impact on the consolidated financial statements.


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 stores.

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

segment revenues, Store EBITDA before general and administration expenses, NZ IFRS 16 and operating profit before

other items. Operating profit refers to earnings before interest and taxation. 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.

BASIS OF PREPARATION (CONTINUED)

for the year ended 31 December 2023

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

for the year ended 31 December 2023

Restaurant Brands
6263

Annual Report — 31 December 2023

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED)

for the year ended 31 December 2023

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED)

for the year ended 31 December 2023

31 December 2023

$NZ000’s New ZealandAustraliaHawaiiCalifornia

Corporate

support

functionTotal

Business segment

Store sales revenue571,771310,050259,677180,689–1,322,187

Other revenue71,0394231,493109–73,064

Total revenue642,810310,473261,1701 8 0,7 9 8–1,395,251

Store EBITDA before general and administration

expenses, NZ IFRS 16 and other items80,4823 7,7 9 645,04015,059–17 8 ,3 7 7

General and administration expenses(15,389)(15,298)(11,922)(10,934)(5,337)(58,880)

65,09322,49833,1184,125(5,337)119,497

Other income–1,5293,171––4 ,7 0 0

Other expenses–(595)–(1,251)–(1,846)

Impairment charges13(2,596)(559)(5,843)–(8,985)

Depreciation(20,677 )(13,570)(8,947 )(4,414)(18)( 47,6 2 6 )

Amortisation(1,095)(1,165)(1,405)(6,252)(154)(10,071)

Operating profit / (loss) before NZ IFRS 1643,3346,10125,378(13,635)(5,509)55,669

Adjustment for NZ IFRS 169,9606,3252,8213,837–22,943

Operating profit / (loss)53,29412,42628,199(9,7 9 8)(5,509)78,612

Financing expenses(15,143)(16,187)( 7,0 2 4 )( 17, 8 0 3 )(36)(56,193)

Taxation expenses(11,379)530(5,486)8,6261,553(6,156)

Net profit / (loss) after taxation (NPAT)2 6 ,7 7 2(3,231)15,689(18,975)(3,992)16,263

Current assets34,80517, 4 0 217, 3 7 010,107–79,684

Non-current assets excluding deferred tax351,5643 6 7, 5 472 8 7, 1 1 2285,724–1,291,947

Total assets excluding deferred tax386,369384,949304,482295,831–1,371,631

Capital expenditure including intangible assets42,81320,62310, 1741 2 , 17 0–8 5,7 8 0

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 revenue586,1182 8 4 ,7 2 6248,33917 9,0 3 5–1,298,218

Store EBITDA before general and administration

expenses, NZ IFRS 16 and other items89,40531,18442,30417, 1 2 3–180,016

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

72,88416,89131,4428,099(3,896)125,420

Other income–1,622–843–2,465

Other expenses–(667)–(1)(4,535)(5,203)

Impairment charges(698)(380)–916–(162)

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 / (loss) 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 profit / (loss)59,8658,62324,5382,244(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 / (loss) 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 assets excluding deferred tax334,8783 6 7, 4 51286,843304,277–1,293,449

Total assets excluding deferred tax371,922384,415303,823313,484–1,373,644

Capital expenditure including intangible assets43,07823,10514,40210,7 2 5–91,310

The general and administrative expenses in the segmental reporting note include EBITDA related to transactions with

Independent Franchisees of $7.7 million (Dec 2022: $6.1 million) and exclude depreciation and amortisation expense

of $0.9 million (Dec 2022: $1.0 million) and NZ IFRS 16 adjustments of $0.3 million (Dec 2022: $0.3 million).

1.1 Reconciliation between operating profit and net profit after taxation excluding NZ IFRS 16

$NZ000’s 31 Dec 202331 Dec 2022

Operating profit78,612 8 6 ,7 0 5

Financing expenses(56,193)(44,528)

Net profit before taxation22,419 42 , 17 7

Taxation expense(6,156)(10,094)

Net profit after taxation16,26332,083

Add back net financing impact of NZ IFRS 1612,359 14,208

Less taxation expense on NZ IFRS 16( 2 ,7 9 2 )(3,934)

Net profit after taxation excluding NZ IFRS 1625,83042,357

Restaurant Brands
6465

Annual Report — 31 December 2023

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED)

for the year ended 31 December 2023

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED)

for the year ended 31 December 2023

2. REVENUE AND EXPENSES

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 202331 Dec 2022

Royalties paid78,12672,393

Royalties are recognised as an expense as revenue is earned.

Wages and salaries

$NZ000’s 31 Dec 202331 Dec 2022

Wages and salaries373,8603 47, 9 5 7

Decrease / (Increase) in liability for long service leave58(455)

373,9183 47, 5 0 2

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.

Lease expenses

$NZ000’s 31 Dec 202331 Dec 2022

Lease expenses10,9547, 9 6 0

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

included in NZ IFRS 16 costs.

Other income

$NZ000’s 31 Dec 202331 Dec 2022

Net insurance recovery4 ,7 0 01,623

Gain on business acquisition–842

4,7002,465

Insurance recovery

This relates to the insurance proceeds received in 2023 following the Maui wildfires in Hawaii and flood damage in Australia.

The insurance proceeds were higher than the carrying value of assets. Proceeds of $5.1 million was received off-set

by $0.4 million of asset write-offs.

Gain on business acquisition

There were no acquisitions in 2023. The amount of $0.8 million recorded in 2022 is the result of the net assets included in an

acquisition of a store in California in 2022 being higher than the net consideration paid.

Other expenses

$NZ000’s 31 Dec 202331 Dec 2022

ERP system implementation–4,014

Store closures5961,0 47

Net impairment expense on property, plant, and equipment,

intangible assets and right of use assets8,985162

Other1,250142

Total other expenses10,8315,365

Store closures

Costs relating to the closure of a Taco Bell store in Australia in 2023 and 2022 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 expense

An impairment review of property, plant and equipment, intangible assets and right of use assets of stores at year end

resulted in a number of stores with impairment indicators. Based on further analysis an impairment charge of $9.0 million

was recognised during the year (Dec 2022: $0.2 million, net of impairment reversals). This included two stores in Australia

with an impairment charge of $2.6 million, one store in Hawaii of $0.6 million and nine stores in California of $5.8 million.

Refer to Notes 13 and 15.

Other

Periodically, the Group is involved in disputes and court proceedings resulting from the Group’s on-going operations. In 2023,

the Group incurred expenses related to legal proceedings which amounted to $1.3 million (Dec 2022: nil).

Restaurant Brands
6667

Annual Report — 31 December 2023

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED)

for the year ended 31 December 2023

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED)

for the year ended 31 December 2023

3. EARNINGS PER SHARE

31 Dec 202331 Dec 2022

Basic and diluted earnings per share

Profit after taxation attributable to the shareholders ($NZ000’s)16,263 32,083

Weighted average number of shares on issue (000’s)124,759 124,759

Basic earnings per share (cents)13.04 2 5 .7 2

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.

FUNDING AND EQUITY

4. LOANS

$NZ000’s 31 Dec 202331 Dec 2022

Secured bank loans denominated in:

NZD 34,000 29,000

AUD9 5 ,7 3 0 92,821

USD159,684 159,055

Secured bank loans289,414280,876

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

Current––

Non-current289,414280,876

Secured bank loans289,414280,876

$NZ000’s

Secured bank loans289,414280,876

Less prepaid facility fees(452)(595)

Loan balance288,962280,281

Included in the loans balance in the consolidated statement of financial position is $0.5 million (Dec 2022: $0.6 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 $376.1 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

The Group’s AUD, USD and NZD loan facilities are supported by a Common Terms Deed entered into by Restaurant Brands

New Zealand Limited and its subsidiary companies. The Common Terms Deed includes a negative pledge and cross

guarantees between the guaranteeing subsidiaries in favour of qualifying lenders.

The Group also has indemnity guarantees of $4.5 million across various properties leased in 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 specific covenants relating to financial ratios the Group is required to meet under the facility 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 but include lease payments treated as operating expenses (as was

the treatment prior to the adoption of NZ IFRS 16).

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 current financial year (Dec 2022: no breaches). There are also

no forecast breaches of covenants.

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.

Restaurant Brands
6869

Annual Report — 31 December 2023

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED)

for the year ended 31 December 2023

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED)

for the year ended 31 December 2023

Financing expense

$NZ000’s 31 Dec 202331 Dec 2022

Financing expense – leases (NZ IFRS 16)35,30233,399

Financing expense – bank20,89111,129

Financing expenses56,19344,528

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. FINANCIAL ASSETS AND FINANCIAL LIABILITIES

Financial Assets

The Group classifies its financial assets as those to be measured at amortised cost (loans, receivables, and

cash), 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 statement of

financial position 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 once a year 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 liabilities

Loans and borrowings are 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.

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.

Derivative financial instruments

The Group might use 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. Derivatives that do not qualify for hedge accounting

are accounted for at fair value through profit or loss. The Group did not have any derivative financial instrument as at

31 December 2023 (Dec 2022: nil).

Financial assets and financial liabilities at amortised cost by category

$NZ000’s 31 Dec 202331 Dec 2022

Loans and receivables at amortised cost

Trade receivables12,135 6,023

Other receivables3,372 3,416

Cash and cash equivalents31,584 29,869

47,0 9 139,308

Financial liabilities at amortised cost

Loans (excluding prepaid facility fees)289,414 280,876

Trade and other payables (excluding indirect and other taxes and employee benefits)89,58381,497

378,997362,373

Restaurant Brands
7071

Annual Report — 31 December 2023

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED)

for the year ended 31 December 2023

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED)

for the year ended 31 December 2023

6. FINANCIAL RISK MANAGEMENT

Exposure to market risk (credit, interest rate and foreign currency risk) as well as liquidity and capital risk, 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

property, plant and equipment and some franchise fee payments. Where any one item is significant, and considering specific

circumstances, the Group may assess hedging its currency risk 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.

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

of its Australia and US investments.

There is currently no hedging cover in place.

(b) Interest rate risk

The Group’s main interest rate risk arises from bank loans. The Group’s loans are at fixed interest rates with terms up to

90 days. The interest rates are reset at the end of each term. As such, at balance date, the Group’s loans of $289.4 million

(Dec 2022: $280.9 million) are exposed to repricing within the next 12 months. 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 may hedge 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. The Group did not have any derivative financial instruments

as at 31 December 2023 (Dec 2022: nil).

(c) Liquidity risk

In respect of the Group’s cash balances and non-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 ratesTotal

Less than

1 year

Between

1 and 5 years

31 Dec 2023

Cash on hand–691691–

Cash at bank0.35%30,89330,893–

Bank term loan – principal (NZD)8.28%(34,000)–(34,000)

Bank term loan – principal (AUD)6.50%( 9 5 ,7 3 0 )–( 9 5 ,7 3 0 )

Bank term loan – principal (USD)7. 3 4 %(159,684)–(159,684)

Bank term loan – expected interest7. 17 %(79,396)(20,522)(58,874)

Trade and other payables (excluding indirect

and other taxes and employee benefits)–(89,583)(89,583)–

–(426,809)(78,521)(348,288)

$NZ000’s

Effective

interest ratesTotal

Less than

1 year

Between

1 and 5 years

31 Dec 2022

Cash on hand–678678–

Cash at bank0.35%29,19129,191–

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)

Trade and other payables (excluding indirect

and other taxes and employee benefits)–(81,497)(81,497)–

–(414,827)(68,551)(346,276)

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 $376.1 million (Dec 2022: $374.9 million)

available at variable rates. The amount undrawn at 31 December 2023 was $86.7 million (Dec 2022: $94.0 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’s 31 Dec 202331 Dec 2022

Within one year65,827 62,909

One to five years252,695 243,425

Beyond 5 years838,967 870,703

1 , 1 5 7, 4 8 91 , 17 7,0 3 7

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

of payments, therefore, the amounts in the table do 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. The Group’s bankers are used for investing and cash

handling purposes.

There were no financial assets past due nor impaired at the balance date (Dec 2022: nil).

At 31 December 2023 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 (Dec 2022: nil).

Restaurant Brands
7273

Annual Report — 31 December 2023

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED)

for the year ended 31 December 2023

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED)

for the year ended 31 December 2023

(e) Fair values and set-off

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 2023 it is estimated that a general increase of one percentage point in interest rates would decrease the

Group profit before income tax by approximately $2.9 million (Dec 2022: $2.8 million), however equity would decrease

$2.2 million (Dec 2022: $2.1 million). A one percentage point decrease in interest rates would increase the Group profit

before income tax by approximately $2.9 million (Dec 2022: $2.8 million), however equity would increase by $2.2 million

(Dec 2022: $2.1 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.

(f) Capital risk management

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

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, or issue new shares.

7. EQUITY AND RESERVES

Share capital

31 Dec 2023

Number

31 Dec 2023

$NZ000’s

31 Dec 2022

Number

31 Dec 2022

$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 2022: 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’s 31 Dec 202331 Dec 2022

9,8908,935

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

statements of the foreign currency operations.

WORKING CAPITAL

8. INVENTORIES

$NZ000’s 31 Dec 202331 Dec 2022

Raw materials and consumables1 9,7 6 125,140

Inventories recognised as an expense during the period ended 31 December 2023 amounted to $403.5 million (Dec 2022:

$368.4 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.

9. TRADE AND OTHER RECEIVABLES

$NZ000’s 31 Dec 202331 Dec 2022

Trade receivables12,1356,023

Prepayments8,2326,131

Other receivables3,3723,416

2 3 ,7 3 915,570

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

NZD10,2058,969

AUD6,9602,677

USD6,5743,924

2 3 ,7 3 915,570

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

Trade and other receivables are initially recognised at fair value. They are subsequently adjusted for impairment losses

when required. Discounting is not applied to receivables where collection is expected to occur within the next twelve

months. The Group currently does not have trade receivables where collection is expected to occur beyond the next

twelve months.

Restaurant Brands
7475

Annual Report — 31 December 2023

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED)

for the year ended 31 December 2023

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED)

for the year ended 31 December 2023

10. CASH AND CASH EQUIVALENTS

$NZ000’s 31 Dec 202331 Dec 2022

Cash on hand691678

Cash at bank30,89329,191

31,58429,869

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

NZD8,4946 ,7 0 2

AUD8,1478,634

USD14,94314,533

31,58429,869

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’s 31 Dec 202331 Dec 2022

Land held for development12,4317,0 8 4

Relates 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’s 31 Dec 202331 Dec 2022

Trade payables55,23654,099

Other payables and accruals34,3472 7, 3 9 8

Employee benefits31,43829,467

Indirect and other taxes10,3188,326

131,339119,290

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

NZD74,859 63,869

AUD23,507 22,494

USD32,973 32,927

131,339119,290

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

Trade and other payables are initially recognised at fair value and subsequently measured at amortised cost using the

effective interest method.

LONG TERM ASSETS

13. PROPERTY, PLANT AND EQUIPMENT

$NZ000’s Land

Leasehold

improvements

Plant,

equipment

and fittings

Motor

vehicles

Capital

work in

progressTotal

Cost

Balance as at 31 December 20214,452325,029121,2852 , 17 230,459483,397

Additions––––82,57282,572

Acquisition of business––90–96186

Transfers from work in progress–59,02132,623304(91,948)–

Disposals–(5,227)(3,250)(207)–(8,684)

Movement in exchange rates426,6272,5792875210,028

Balance as at 31 December 20224,494385,450153,3272,29721,9315 6 7, 4 9 9

Additions––––78,87178,871

Transfers from work in progress–51,04926,005330( 7 7, 3 8 4 )–

Disposals–( 7, 1 0 7 )(4,192)(316)(212)(11,827)

Movement in exchange rates 133915015460

Balance as at 31 December 20234,5074 2 9,7 8 3175, 1 9 02,31223,211635,003

Accumulated depreciation

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–3,4292,651175–6,255

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)

Charge–(28,551)( 17,7 8 6 )(380)–(4 6 ,7 17 )

Disposals–4,5112,258281–7,0 5 0

Movement in exchange rates–1532(1)–46

Balance as at 31 December 2023–(185,930)(96,879)(1,664)–(284,473)

Impairment

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

Utilised/disposed–2,44613––2,459

Impairment–(3,301)–––(3,301)

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

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

Utilised/disposed–1,3686–(56)1,318

Impairment–( 5 ,7 0 1 )(1,085)–(75)(6,861)

Movement in exchange rates–9631–4131

Balance as at 31 December 2023–(7,411)(1,219)–(127)(8 ,7 5 7 )

Carrying amounts

Balance as at 31 December 20214,452186,72054,26884930,4592 7 6 ,74 8

Balance as at 31 December 20224,494220,3717 1 ,7 7 373321,931319,302

Balance as at 31 December 20234,507236,4427 7,0 9 264823,0843 41 ,7 7 3

Restaurant Brands
7677

Annual Report — 31 December 2023

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED)

for the year ended 31 December 2023

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED)

for the year ended 31 December 2023

Depreciation expense

$NZ000’s 31 Dec 202331 Dec 2022

Depreciation expense4 6 ,7 1743,935

Disposal of property, plant and equipment

Net loss on disposal of property, plant and equipment (included in depreciation expense)(909)(949)

Net loss on disposal of property, plant and equipment (included in other items)(1,039)–

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 property, plant and equipment 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 – 10 years

Depreciation methods, useful lives and residual values are reassessed at the reporting date within cost of sale and

general and administration expenses.

Depreciation expense is included in the consolidated statement of comprehensive income within cost of goods sold, and

general and administration expenses.

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

or loss in the consolidated statement comprehensive income.

Significant judgements and estimates – store impairment testing

Impairment testing involves significant estimates and judgements. The outcome of impairment tests may result

in a material adjustment to the carrying amounts of the Group’s assets.

Store assets include property, plant and equipment, right of use assets and intangible assets. The Group reviews store

assets for impairment indicators at each reporting period. Impairment is assessed at the assets’ cash-generating unit

(CGU) level, which is the smallest group of assets that generates independent cash inflows. Management has determined

that individual stores are cash generating units for the purpose of assessing impairment for store assets. An impairment

loss is recognised in the consolidated statement of comprehensive income when the asset’s carrying amount exceeds its

recoverable amount. The recoverable amount is based on the CGU’s fair value less costs of disposal or value in use.

The stores showing an impairment using the value in use method are retested using fair value less cost of disposal

and the higher result of the two is applied. The value in use calculation evaluates recoverability based on the store’s

forecasted cash flows, which incorporate estimated sales growth and expected margin based upon the latest plans

for the store. Fair value less costs of disposal was determined by discounting the future net cash flows generated

from the continuing use of the CGUs, less disposal cost of 1% of the recoverable amount. If, in a subsequent period,

the amount of the impairment decreases due to an increase in the service potential of an asset after the impairment

was recognised, the reversal of the previously recognised impairment is recognised in the consolidated statement

of comprehensive income.

Key assumptions in the determination of recoverable amount are:

• the estimate of future cash flows of the store incorporating estimated sales growth and expected margin.

• the discount rate based on the weighted average cost of capital reflecting the current market assessment of the time

value of money and the business risk of the cash generating units.

• The terminal growth rate assumption reflects the long-term projected inflation relevant to the specific region/market.

Estimates of future cash flows are highly subjective being based on management’s judgement and can be significantly

impacted by changes in the business or economic conditions.

Following a review of store performance and consideration of other impairment indicators, the Group determined

that there were stores across all four segments that required a calculation of the recoverable amount as there were

impairment indicators that mainly arose due to inflationary pressures on the financial performance.

The key assumptions used for the value in use and fair value less cost of disposal calculation are as follows:

31 Dec 202331 Dec 2022

Key assumptions

Percentage

used %

Percentage

used %

Percentage

used %

Percentage

used %

Percentage

used %

Percentage

used %

Percentage

used %

Percentage

used %

NZAustraliaHawaiiCaliforniaNZAustraliaHawaiiCalifornia

Sales growth2.7 – 20.4-4.0 – 14.8-24.0 – 10.53.0 – 15.01.9 – 44.62.5 – 17.2-8.5 – 21.9-19.7 – 20.0

EBITDA margin-18.6 – 9.6-38.4 – 10.0-12.0 – 8.8-62.2 – 8.8-11.2 – 11.51.6 – 6.90.8 – 6.4-8.1 – 3.2

EBITDA margin

terminal year

-14.1 – 13.2-15.1 – 12.10.9 – 9.3-12.8 – 9.53.5 – 16.511.06.8 – 9.33.5 – 8.2

Terminal growth rate2.12.52.32.31.92.52.32.3

Discount rate*8.5 – 9.47. 39.17. 59.6 – 11.58.911.011.0

Number of stores

impaired

–2195244

Impairment value

$NZ millions**

–$2.60$0.60$5.80$1.40$0.40–$1.50

*The post tax discount rate in the prior year is on a pre-IFRS 16 basis while the current year is on a post-IFRS 16 basis.

**Included in the impairment value of $9.0 million in 2023 is $2.1 million relating to the impairment of intangible assets.

Based on the calculations, impairment of $9.0 million was recognised during the financial year (Dec 2022: $3.3 million)

against property, plant and equipment and intangible assets in the consolidated statement of comprehensive income as

part of other expenses. This comprised seven stores with recoverable amounts lower than their respective carrying value

of assets, and five stores impaired due to closure.

The Group also evaluated stores’ assets which have been previously impaired to determine whether the conditions that

gave rise to the initial impairments still existed at the balance date. A recalculation is performed to reassess the recoverable

amount and check the headroom exists. For the stores that have demonstrated positive sustainable trading results,

management may conclude there is sufficient evidence to support an impairment reversal. There was no impairment

reversal recognised for the year ended 31 December 2023 (Dec 2022: $3.1 million).

Restaurant Brands
7879

Annual Report — 31 December 2023

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED)

for the year ended 31 December 2023

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED)

for the year ended 31 December 2023

14. LEASES

Key estimates and judgements

There are several judgements 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 judgement has

been applied unless a store closure or a decision to relocate a store is known when valuing the lease.

Right of use assets (ROU assets)

$NZ000’s 31 Dec 202331 Dec 2022

Opening balance607,765576,527

Depreciation(42,615)(41,282)

Modifications to existing right of use assets4,215(984)

Additions16,38853,834

Foreign exchange movement1,89619,670

Closing balance5 8 7,6 4 96 0 7,7 6 5

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 of 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 202331 Dec 2022

Opening balance714,931668,681

Cash flow payments(65,381)(61,331)

Interest35,11733,034

Modifications to existing lease liabilities3,493(106)

Additions16,34053,642

Foreign exchange movement1 ,7 8 821,011

Closing balance706,288714,931

Current lease liabilities31,98429,599

Non-current lease liabilities6 74,3 0 4685,332

Closing balance706,288714,931

The weighted average incremental borrowing rate applied to lease additions during the year was 7.4% (Dec 2022: 6.4%).

15. INTANGIBLE ASSETS

31 December 2023

$NZ000’s Goodwill

Franchise

fees

Concept

development

costs

Acquired

software

costsTotal

Cost

Balance as at 31 December 2021274,09593,11680112,364380,376

Additions–1,523–1311,654

Acquisition of business631 ,7 7 8––1,8 41

Disposals–(283)–(28)(311)

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

Movement in exchange rates12,2535,651––17, 9 0 4

Balance as at 31 December 2022286,41110 1 ,7 8 580112,372401,369

Additions–813–74 91,562

Disposals–(372)–(1,427)( 1 ,7 9 9 )

Movement in exchange rates1,029416–71,452

Balance as at 31 December 20232 8 7, 4 4 0102,64280111,701402,584

Accumulated amortisation and impairment

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)

Charge–(9,497 )–(574)(10,071)

Disposals–409–1,3571 ,7 6 6

Impairment–(2,124)––(2,124)

Movement in exchange rates–95–(1)94

Balance as at 31 December 2023(831)(41,265)( 74 6)(10,526)(53,368)

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

Carrying amounts

Balance as at 31 December 2021273,26472,840602,052348,216

Balance as at 31 December 2022285,58071,637551,064358,336

Balance as at 31 December 2023286,60961,377551 , 175349,216

Restaurant Brands
8081

Annual Report — 31 December 2023

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED)

for the year ended 31 December 2023

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED)

for the year ended 31 December 2023

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 CGU, 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 CGU retained.

Franchise fees

Franchise fees are costs 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 goods sold in the consolidated statement of comprehensive income.

$NZ000’s 31 Dec 202331 Dec 2022

Amortisation of intangible assets 10,071 10,120

Significant judgements and estimates – impairment testing

Impairment testing involves significant estimates and judgements. The outcome of impairment tests can result

in 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

CGU within the Group at which the goodwill is monitored for internal management purposes.

Allocation of goodwill by CGU:

$NZ000’s 31 Dec 202331 Dec 2022

KFC Australia114,434114,034

KFC New Zealand6,5996,593

Pizza Hut New Zealand7, 4 3 47, 4 3 4

Pizza Hut and Taco Bell Hawaii128,097127,592

KFC and Taco Bell California30,04529,927

Total goodwill286,609285,580

In 2023 the recoverable amount of each CGU was based on fair value less costs of disposal approach. Fair value less costs

of disposal was determined by discounting the future net cash flows generated from the continuing use of the CGU, less

disposal cost of 1–2% of the recoverable amount. The cash flow inputs are classified as level 3 fair values in the fair value

hierarchy due to the use of unobservable inputs, including own credit risk. Cash flows were projected based on a 2024–2027

financial plan as approved by the Board of Directors.

The key assumptions used in the impairment testing are as follows:

31 Dec 202331 Dec 202331 Dec 202331 Dec 202231 Dec 202231 Dec 2022


Sales growth

2024–2026

%

EBITDA margin

2024–2027

%

Discount rate

%

Sales growth

2023–2025

%

EBITDA margin

2023–2026

%

Discount rate*

%Brand

KFC Australia8.6 – 9.414.8 – 15.97. 34.1 – 5.513.0 - 14.78.9

KFC New Zealand6.2 – 7.117.5 – 20.79.04.1 – 6.218.7 – 21.09.6

Pizza Hut New Zealand3.8 – 6.95.111.33.1 – 3.28.0 – 10.012.5

Pizza Hut and Taco Bell Hawaii3.7 – 6.016.9 – 17.79.12.5 – 8.97.7 – 16.911.0

KFC and Taco Bell California1.8 – 10.1 6.0 – 11.07. 52.6 – 3.6 12.4 – 15.311.0

*The post tax discount rate in the prior year is on a pre-IFRS 16 basis while the current year is on a post-IFRS 16 basis.

The terminal growth rate is calculated on a CGU basis, based on the 2027 year and assumes a continuous sales growth

of a minimum of projected inflation estimates of 2.1% to 2.5% (Dec 2022: 1.9% to 2.5%).

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 2024–2027. 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.

• 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 declined in 2023 because of reduced California consumer spending

in the face of high inflation levels. EBITDA margins reduced due to cost pressures which we expect will continue to impact the

business into 2024.

No impairment was recognised in this financial year for the California CGU goodwill, however the changes to the below key

assumptions would result in the carrying amount being equal to the recoverable amount (breakeven point).

Key AssumptionSensitivity to Breakeven

Sales turnoverA decrease of 15.5%

EBITDA marginA decrease of 1.6%

Discount rateAn increase of 1.8%

Restaurant Brands
8283

Annual Report — 31 December 2023

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED)

for the year ended 31 December 2023

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED)

for the year ended 31 December 2023

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 consolidated financial statements.

Deferred income taxation is determined using tax rates (and laws) that have been enacted or substantially enacted by the

balance 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.

The Group offsets deferred tax assets and deferred tax liabilities if and only if it has a legally enforceable right to set off

current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes

levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either

to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously,

in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled

or recovered.

Tax returns for the Group and the detailed calculations that are required for filing tax returns are not prepared until

after the consolidated 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 are inclusive of GST.

Taxation – consolidated statement of comprehensive income

The taxation expense is analysed as follows:

$NZ000’s Note31 Dec 202331 Dec 2022

Total profit before taxation for the period122,41942,17 7

Taxation expense

1(6,156)(10,094)

Net profit after income tax16,26332,083

Taxation expense using the Company’s domestic tax rate(28.0%)(6,277)(28.0%)(11,810)

Other(2.6% )(585)2.4%1,025

Adjustments due to different jurisdictions3.1%7061.6%691

Taxation expense( 2 7. 5 % )(6,156)(23.9%)(10,094)

Taxation expense comprises:

Current tax expense(16,676)(16,311)

Deferred tax expense10,5206, 217

(6,156)(10,094)

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 rates of 28% for New Zealand, 30% for Australia,

28% for California, and 26% for Hawaii (Dec 2022: 28% New Zealand, 30% Australia, 28% for California and 26% for Hawaii).

$NZ000’s 31 Dec 202331 Dec 2022

Imputation credits available for subsequent reporting periods35,80131,905

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:

AssetsLiabilitiesNet

$NZ000’s31 Dec 202331 Dec 202231 Dec 202331 Dec 202231 Dec 202331 Dec 2022

Property, plant and equipment15,64614,509(4,456)(7,430)11,1907,0 7 9

Inventory5159––5159

Trade and other receivable––(394)(288)(394)(288)

Provisions6,3654,901109–6,4744,901

Intangible assets–1,232(3,24 4)(3,496)(3,24 4)(2,264)

ROU assets and lease liabilities203,693202,856(17 0, 2 75 )(172,382)33,4183 0,474

Other6,6923,666––6,6923,666

232,447227,223(17 8 , 2 6 0)(183,596)54,18743,627

$NZ000’s

Balance

31 Dec 2021

Opening balance

on acquisition

Recognised in

consolidated

statement of

comprehensive

income

Recognised

in equity

Foreign currency

translation

Balance

31 Dec 2022

Property, plant and equipment4 ,74 6–2 ,7 2 0–(387)7,0 7 9

Inventory39–20––59

Trade and other receivables(2 74)–(11)–(3)(288)

Provisions6,995–(2,197)–1034,901

Intangible assets(2,200)–103–(167)(2,264)

Other2,507–1,180(182)1613,666

Lease liabilities186,932–14,877–1,0 47202,856

ROU assets(16 1,17 0)–(10,475)–(737)(172,382)

37,575–6, 217(182)1743,627

Restaurant Brands
8485

Annual Report — 31 December 2023

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED)

for the year ended 31 December 2023

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED)

for the year ended 31 December 2023

Recognised in

consolidated

statement of

comprehensive

income$NZ000’s

Balance

31 Dec 2022

Opening balance

on acquisition

Recognised

in equity

Foreign currency

translation

Balance

31 Dec 2023

Property, plant and equipment7,0 7 9–4,124–(13)11,190

Inventory59–(8)––51

Trade and other receivable(288)–(106)––(394)

Provisions4,901–1,561–126,474

Intangible assets(2,264)–(967)–(13)(3,24 4)

Other3,666–3,054–(28)6,692

Lease liabilities202,856–343–494203,693

ROU assets(172,382)–2,519–(412)(17 0, 2 75 )

43,627–10,520–4054,187

$NZ000’s 31 Dec 202331 Dec 2022

Deferred tax assets54,18743,627

Deferred tax liabilities––

54,18743,627

17. PROVISIONS

$NZ000’s Employee entitlements Make good provisionsTotal

Balance at 31 December 20222,4384,2866 ,7 2 4

Created during the period288416704

Used during the period(353)(10)(363)

Released during the period–(37)(37)

Foreign exchange movement7815

Balance at 31 December 20232,3804,6637,0 4 3

31 December 2023

Current1,689–1,689

Non-current6914,6635,354

Total2,3804,6637,0 4 3

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 provision represents 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 20221,381

Created during the period4,023

Realised during the period(3,639)

Foreign exchange movement(20)

Balance at 31 December 20231 ,74 5

31 December 2023

Current 1,268

Non-current 477

Total1 ,74 5

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 incurred $30,000 of travel related expenses for Julio Valdés, whilst employed as CFO of Grupo

Finaccess S.A.P.I de C.V. (the ultimate parent company of the Group), prior to his appointment as Group Chief Financial Officer

of Restaurant Brands New Zealand Limited on 1 June 2023. During 2022 the Group received internal audit services totalling

$14,000 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. In both years these transactions were on normal commercial terms. 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 Marketing Officer.

$NZ000’s 31 Dec 202331 Dec 2022

Key management – total benefits6,0 746,021

Directors’ fees510510

Key management - total benefits relates to short-term employee benefits paid during the year.

Total Group CEO Remuneration

$NZ000’s Salary

Short term

incentive

Long term

incentives

Total

remuneration

31 December 2023843636–1,479

31 December 20221,013616–1,629

The Group CEO remuneration comprises of the former Group CEO, Russel Creedy, and the current Group CEO, Arif

Khan. Arif Khan was formally appointed as the Acting Group CEO effective 1 April 2023 and appointed as permanent role

of Group CEO on 1 September 2023.

In addition to the amounts disclosed above, in September 2022 the former Group CEO was awarded a one-time

compensation benefit due to his retirement in March 2023. The total amount of the one-time award was $1.3 million and

was paid upon his retirement on 31 March 2023. The amount recognised in 2023 was $0.6 million (Dec 2022: $0.7 million).

Restaurant Brands
8687

Annual Report — 31 December 2023

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED)

for the year ended 31 December 2023

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED)

for the year ended 31 December 2023

Incentive schemes

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. Incentive payment to employees is at the discretion of the Remuneration and

Nominations Committee. The maximum that can be received by the Group CEO is 50% of base salary.

In May 2022 a payment of $0.4 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.

In 2023 no long term incentive scheme has been agreed (Dec 2022 nil).

20. COMMITMENTS

Capital commitments

The Group has capital commitments which are not provided for in these consolidated financial statements, as follows:

$NZ000’s 31 Dec 202331 Dec 2022

Store development 22,4 477, 8 7 7

Point of sale system 5,569 –

21. CONTINGENT LIABILITIES

In December 2023, Gordon Legal and Shine Lawyers have filed two class actions in the Federal Court of Australia on behalf of

certain KFC employees naming the franchisor, QSR Pty Limited (the Group’s Australian operating subsidiary) and eighty-eight

other franchisees as respondents. As at balance date, there was no impact to the consolidated financial statements, however

the Group will continue to assess the claims and will update the market in the event that the claims are expected to have

a material impact on the Group.

22. SUBSEQUENT EVENTS

There are no subsequent events that would have a material effect on these consolidated financial statements.

23. FEES PAID TO AUDITOR

$NZ000’s 31 Dec 202331 Dec 2022

Audit and review of consolidated financial statements

Audit and review of consolidated financial statements – PwC1,1801,241

Other services – performed by PwC

Specified procedures on landlord certificates67

Yum! Advertising co-operative report assurance services1213

Greenhouse gas emissions assurance services89–

Greenhouse gas emissions assurance readiness assessment1610

Total other services12330

Total fees paid to auditors1,3031,271

Included in the 2023 audit fee costs are out of pocket expenses of $30,000 relating to visits to overseas divisions.

Included in the 2022 audit fee is $24,000 relating to the 2021 audit.

24. DONATIONS

$NZ000’s 31 Dec 202331 Dec 2022

Donations116 572

The Group did not make any donations to political parties.

25. BUSINESS COMBINATIONS

There were no business combinations during 2023.

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 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 2023 of the closed group consisting of

Restaurant Brands New Zealand Limited, QSR, Restaurant Brands Australia Holdings Pty Limited and Restaurant Brands

Australia Pty Limited.

$NZ000’s 31 Dec 202331 Dec 2022

Financial information in relation to:

(i)Statement of comprehensive income

Revenue310,050283,397

Earnings before interest and taxation6,91758

Finance expense(16,223)(12,850)

Loss before taxation(9,306)(12,792)

Taxation expense2,0833,622

Loss after taxation( 7, 2 2 3 )(9, 17 0)

Items that may be reclassified subsequently to the statement of comprehensive income:

Exchange differences on translating foreign operations3661,189

Derivative hedge reserve–622

Taxation expense relating to components of comprehensive income–(183)

Other comprehensive income3661,628

Total comprehensive income(6,857)( 7, 5 4 2 )

(ii)Summary of movements in retained earnings

Retained earnings at the beginning of the period109,4761 17,0 1 8

Total comprehensive income(6,857)( 7, 5 4 2 )

Retained earnings at the end of the year102,619109,476

89
Annual Report — 31 December 2023Restaurant Brands

88

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED)

for the year ended 31 December 2023

$NZ000’s 31 Dec 202331 Dec 2022

(iii)Statement of financial position

Non-current assets

Property, plant and equipment9 4 ,7 0 3 90,800

Right of use assets152,064 155,355

Intangible assets1 2 0 ,7 8 0 121,297

Deferred tax asset14,234 13,961

Investment in subsidiaries239,353 239,353

Total non-current assets621,1346 2 0,7 6 6

Current assets

Inventories1,877 1,596

Trade and other receivables7,6 1 0 3,185

Income tax receivable2,223 5,898

Cash and cash equivalents6,626 (155)

Total current assets18,33610,524

Total assets639,470631,290

Equity attributable to shareholders

Share capital154,565154,565

Reserves(2,456)(2,822)

Retained earnings(49,490)(42,267)

Total equity attributable to shareholders102,619109,476

Non-current liabilities

Provisions3,0542 ,7 2 5

Lease liabilities168,6791 6 7, 4 5 6

Loans95,54692,499

Total non-current liabilities2 6 7, 2 7 9262,680

Current liabilities

Trade and other payables25,26524,148

Provisions1,3771,433

Lease liabilities10,83511,369

Amounts payable to subsidiaries232,095222,184

Total current liabilities269,572259,134

Total liabilities536,851521,814

Total equity and liabilities639,470631,290

Independent auditor’s report

To the shareholders of Restaurant Brands New Zealand Limited

OUR OPINION

In our opinion, the accompanying consolidated 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

2023, 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 Accounting Standards

(IFRS Accounting Standards).

What we have audited

The Group’s consolidated financial statements comprise:

• the consolidated statement of financial position as at 31 December 2023;

• 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 consolidated financial statements, comprising material accounting policy information 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, a greenhouse gas

emissions assurance readiness assessment, and assurance services over greenhouse gas emissions and the Yum! Advertising co-

operative report. Subsequent to 31 December 2023, we have been engaged to provide a whistleblower line call service. 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. The provision of these other services and relationships have 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 consolidated

financial statements of the current year. These matters were addressed in the context of our audit of the consolidated financial

statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Restaurant Brands
9091

Annual Report — 31 December 2023

Description of the key audit matterHow our audit addressed the key audit matter

Goodwill impairment assessment – KFC and

Taco Bell California

Goodwill recognised in relation to KFC and Taco Bell California

cash-generating unit (CGU) amounted to $30.0 million (2022:

$29.9 million) as at 31 December 2023. During the year, this

CGU incurred a net loss after tax of $19.0 million (refer to note 1

of the consolidated financial statements).

Assessing the carrying amount of goodwill for the KFC and

Taco Bell California CGU was an area of focus for the audit due

to the impacts of inflationary costs on financial results and the

inherent judgement involved in estimating future business

performance.

Management performed an annual impairment assessment

using a discounted cash flow model under a Fair Value Less

Cost of Disposal (FVLCOD) approach which was based on the

strategic plan 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 FVLCOD model) was

higher than the carrying value and as a result, no impairment

expense was recognised. However, management identified

certain scenarios where a reasonably possible change in the

key assumptions of sales turnover, EBITDA margin and the

discount rate would result in the carrying amount being equal

to its recoverable amount.

Refer to note 15 of the consolidated 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 prior year actual store sales and profitability

against the original budgeted performance to determine the

reliability of the budgeting process;

• agreeing forecast future performance included in the

FVLCOD impairment assessment to the strategic plan

approved by the Board of Directors;

• challenging key assumptions used in the FVLCOD model in

relation to: sales growth, EBITDA margin, terminal growth

rate and discount rate and assessing whether these are

reasonable by understanding management initiatives

underway to mitigate cost increases and maintain or grow

EBITDA margin and reviewing recent monthly performance;

• 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 rate

and discount rate;

• reviewing industry trends and external market forecasts

for the industry to determine the reasonableness of

management’s forecast;

• testing the mathematical accuracy of the carrying amount of

the CGU that is compared against the recoverable amount in

the impairment model;

• performing a sensitivity analysis over key assumptions to

determine whether reasonably possible changes would

result in an impairment of goodwill; and

• reviewing financial statement disclosures.

Description of the key audit matterHow our audit addressed the key audit matter

Impairment assessment of store property, plant and

equipment, intangible assets and right of use assets

For the period ended 31 December 2023, the Group recognised

impairment of $9.0 million (2022: $3.3 million) in relation to

CGUs in the Australia, Hawaii and California regions (refer

to note 2 of the consolidated financial statements). For the

purposes of store property, plant, and equipment, intangible

assets and right of use asset impairment testing, each

individual store is considered to be a separate CGU.

An assessment was performed by management to identify

impairment indicators for stores including those that have

experienced continued losses due to inflationary pressures.

For these stores, management has performed Value In Use

(VIU) and/or FVLCOD calculations to assess whether the

associated carrying amounts of property, plant and equipment,

intangible assets and right of use assets are recoverable. 

The key assumptions used in management’s discounted cash

flow model for stores are sales growth, EBITDA margin, EBITDA

margin terminal year, terminal growth rate and discount rate.

This is a key focus of our audit due to the impact of inflationary

pressures on the future financial performance and recoverable

amount of each CGU given the value of property, plant and

equipment, intangible assets and right of use assets held by

the Group.

Refer to notes 13 and 15 of the consolidated financial

statements.

Our audit procedures included:

• considering whether the group of assets identified by

management as a CGU is appropriate;

• where impairment indicators existed, recalculating the

carrying value for each CGU and testing the impairment

models prepared by management;

• gaining an understanding of the business process applied by

management in preparing the impairment assessments;

• reviewing store profit or loss performance data to analyse

how each store has performed historically and for the past

year, to identify whether an impairment indicator existed in

addition to those identified by management;

• challenging key assumptions used in the VIU and/or FVLCOD

models for each store in respect to: sales growth, EBITDA

margin and EBITDA margin terminal year by assessing

whether management’s assumptions are reasonable against

historical performance and industry trends and whether

they take account of ongoing uncertainty from inflationary

pressures. This includes considering the potential for future

store closures and the impact of closures on remaining lease

terms in respect of right of use assets recognised;

• with the assistance of our auditor’s valuation expert,

assessing the appropriateness of the terminal growth rates

and discount rates;

• evaluating the feasibility of management’s plans to improve

store profitability;

• performing a sensitivity analysis over key assumptions to

determine whether reasonably possible changes would

result in an impairment of property, plant and equipment,

intangible assets and right of use assets; and

• reviewing financial statement disclosures.

Revenue recognition

Total revenue for the year amounted to $1.4 billion (2022:

$1.3 billion). The Group primarily earns revenue from store

sales, which accounts for approximately 95% of total revenue,

while other revenue includes sale of goods and services to

independent franchisees.

Refer to notes 1 and 2 of the consolidated financial statements.

Given the volume and significance of revenue recognised

across four regions, this required significant auditor attention

and is a key area of focus for the audit.

Our audit approach to test revenue is a combination of controls

and substantive testing and included the following procedures:

• updating our understanding of the systems, processes

and controls in place over the recognition of revenue in

each region;

• testing, on a sample basis, management’s controls over the

reconciliations of the point-of-sale-systems, general ledger

and bank statements;

• verifying the completeness of revenue recognised, on

a sample basis, by agreeing daily cash received to the

general ledger;

• for store sales revenue, evaluating the flow of revenue

journals to validate that revenue transactions are settled in

cash. For those not settled in cash, agreeing the accounting

entries to supporting documents, on a sample basis;

• for a sample of other revenue transactions, examining

invoices issued to independent franchisees and cash

remittances, where paid;

• testing bank and bank clearing account reconciliations

at year end by agreeing material reconciling items to

supporting documents; and

• reviewing the appropriateness of disclosures in the

financial statements.

Restaurant Brands
9293

Annual Report — 31 December 2023

OUR AUDIT APPROACH

Overview

Overall group materiality: $6.7 million, which represents approximately 0.5% of total revenue.

We chose revenue as the benchmark because, in our view, it is the benchmark against which

the performance of the Group is most commonly measured by users, and is a generally

accepted benchmark.

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; and

• performed specified audit procedures and analytical procedures over the remaining entities

and on consolidation entries.

As reported above, we have three key audit matters, being:

• Goodwill impairment assessment - KFC and Taco Bell California

• Impairment assessment of store property, plant and equipment, intangible assets and right

of use assets

• Revenue recognition

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the consolidated

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 consolidated 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 consolidated financial statements.

Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall Group

materiality for the consolidated 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 consolidated financial statements as a whole.

Materiality

Group

Scoping

Key Audit

Matters

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 consolidated 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 consolidated 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, Group Pro Forma Profit Statement, Non-GAAP

Financial Measures and the Directors’ Report. The remaining other information included in the Annual Report is expected to be

made available to us after the date of this auditor’s report.

Our opinion on the consolidated financial statements does not cover the other information and we will not express any form of audit

opinion or assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing

so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge

obtained in the audit, or otherwise appears to be materially misstated.

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 CONSOLIDATED FINANCIAL STATEMENTS

The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of the consolidated financial

statements in accordance with NZ IFRS and IFRS Accounting Standards, and for such internal control as the Directors determine is

necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to

fraud or error.

In preparing the consolidated 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 CONSOLIDATED FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the consolidated 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 consolidated financial statements.

A further description of our responsibilities for the audit of the consolidated 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 Karen Shires.

For and on behalf of:

Chartered Accountants Auckland

26 February 2024

95
Annual Report — 31 December 2023Restaurant Brands

94

Other

information

ContentsPage

Shareholder information 95

Statutory information 97

Statement of corporate governance100

Corporate directory 109

Financial calendar 109

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 holding Number of security holders Number of securities

1 to 4992,36645.87%473,9150.38%

500 to 9998101 5 .7 0 %550,8520.44%

1,000 to 1,9999371 8 .17 %1,229,2330.99%

2,000 to 4,9996551 2 .7 0 %1,953,9581.57%

5,000 to 9,9992114.09%1,377,3431.10%

10,000 to 49,9991573.04%2,962,6262.37%

50,000 to 99,99990.17 %570,9670.46%

100,000 to 499,99940.08%735,0430.59%

500,000 to 999,99930.06%2,032,1421.63%

1,000,000 and over60.12%112,872,44490.47 %

5,158100.00%1 2 4 ,7 5 8 , 5 2 3100.00%

Geographic distribution

New Zealand4,8869 4 .7 3 %120,501,64596.59%

Australia1963.80%4,106,4523.29%

Rest of world761.47 %150,4260.12%

5,158100.00%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

100,674,1698 0 .7 0 %

Custodial Services Limited <A/C 4>3,492,4392.80%

Citibank Nominees (New Zealand) Limited - NZCSD <CNOM90>2,554,2892.05%

JPMorgan Chase Bank NA NZ Branch-Segregated Clients <A/C - NZCSD <CHAM24>2,530,5882.03%

Accident Compensation Corporation - NZCSD <ACCI40>2,043,4261.64%

Hobson Wealth Custodian Limited <Resident cash A/C>1,577,5331.26%

New Zealand Depository Nominee Limited <A/C 1 cash account>795,6780.64%

BNP Paribas Nominees (NZ) Limited - NZCSD <BPSS40>6 7 7,0 6 20.54%

JP Morgan Nominees Australia Limited559,4020.45%

FNZ Custodians Limited235,4820.19%

BNP Paribas Nominees (NZ) Limited - NZCSD218,8370.18%

JA Hong Koo & Pyung Keum Koo160,0000.13%

Guobang Liiu1 2 0 ,7 2 40.10%

Hobson Wealth Custodian Limited <Resident DRP account>94,2410.08%

Custodial Services Limited <A/C 12>74,3 610.06%

Forsyth Barr Custodians Limited <1-CUSTODY>68,2120.05%

Margarete Freeland61,0840.05%

Russel Ernest George Creedy61,0690.05%

Te Iwi Carving Limited58,0000.05%

Graham Paul Vincent & Barbara Margaret Vincent54,0000.04%

116,110,59693.07%

1

Included in HSBC Nominees (New Zealand) Limited is 93,568,919 shares owned by Finaccess Restauración, S.L. (formerly Global Valar, S.L.)

SHAREHOLDER INFORMATION

as at 29 February 2024 (unless otherwise stated)

Restaurant Brands
9697

Annual Report — 31 December 2023

SHAREHOLDER INFORMATION (CONTINUED)

as at 29 February 2024 (unless otherwise stated)

STATUTORY INFORMATION

for the year ended 31 December 2023

4. SUBSTANTIAL PRODUCT HOLDERS

The following person had given notices as at 31 December 2023, 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.

Size of holdingDate of notice

Number of

ordinary shares

Percentage of

voting securities

Finaccess Restauracion, S.L. (formerly Global Valar, S.L.)27 March 201993,568,89275.00%

5. SHARES ON ISSUE

As at 31 December 2023, the total number of ordinary shares of the company was 124,758,523.

6. DIRECTORS’ SECURITY HOLDINGS

As at 31 December 2023, Stephen Ward has an interest in 30,000 full paid ordinary shares in RBD.

As at 31 December 2023, Huei Min Lim has an interest in 10,000 fully paid ordinary shares in RBD.

7. NZX WAIVERS

No waivers have been granted by the NZX during the financial year ended 31 December 2023.

1. DIRECTORSHIPS

The names of the Directors of the Company as at 31 December 2023 are set out on pages 44-46 of this annual report.

Grant Ellis and Russel Creedy ceased directorship of all subsidiary companies during 2023.

Julio Valdés and Arif Khan are Directors of all subsidiary companies.

Ashley Jones is a Director of Restaurant Brands Australia Pty Limited, Restaurant Brands Australia Holdings Pty Limited

and QSR Pty Limited.

Kevin Kurihara is a Director of RBD US Holdings Limited, Pacific Islands Restaurants Inc., TD Food 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’s 31 Dec 2023

J Parés75

E Fullaondo90

C Fernández–

LM Álvarez75

H M Lim90

S Ward90

M Pato–Castel90

510

3. ENTRIES RECORDED IN THE INTEREST REGISTER

The following entries were recorded in the interest register of the Company and its subsidiaries during the year ended

31 December 2023:

(a) Share dealings of Directors

Transaction dateNumber of shares acquired

S Ward06/03/2023719

S Ward0 7/ 0 3 / 2 0 2 3692

S Ward08/03/202312,589

S Ward09/03/20231,000

H M Lim29/03/20232,500

(b) Loans to Directors

There were no loans to Directors during the year ended 31 December 2023.

Restaurant Brands
9899

Annual Report — 31 December 2023

STATUTORY INFORMATION (CONTINUED)

for the year ended 31 December 2023

STATUTORY INFORMATION (CONTINUED)

for the year ended 31 December 2023

(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

DirectorGrupo 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.

Honorary ChairmanAmRest Holdings SE

DirectorLevadura Azteca SA de C.V.

DirectorInmobiliaria Colonial, S.A.

ChairmanSolidaridad y Trabajo Virgen del Camino SL

ChairmanCinia de Mexico SA de C.V.

LM ÁlvarezChairmanCompitalia, S.A. de C.V.

DirectorFinaccess, S.A.P.I. de C.V.

DirectorGlobal Beverage Team

DirectorAmRest Holdings SE

H M LimHonorary AdviserAsia New Zealand Foundation

DirectorAuckland Regional Amenities Funding Board - ceased 31 August 2023

DirectorGeneral Capital Limited - ceased 31 May 2023

S WardChairmanSecureFuture Wiri Limited

DirectorHuntington Commercial Finance

ChairmanAdvisory Council to the Financial Dispute Resolution Service

DirectorWindoma Holdings Limited

TrusteeWellington Free Ambulance Trust

DirectorRenaissance Holdings (NZ) Limited

ConsultantSimpson Grierson

Deputy ChairmanLife Flight Trust - ceased 30 June 2023

Board MemberWellington Free Ambulance - ceased 30 June 2023

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 2023Dec 2022

$100,000–$109,9994036

$110,000–$119,9992933

$120,000–$129,9992423

$130,000–$139,9991110

$140,000–$149,99999

$150,000–$159,9991011

$160,000–$169,999129

$170,000–$179,99966

$180,000–$189,99933

$190,000–$199,99952

$200,000–$209,99932

$210,000–$219,99911

$220,000–$229,99942

$230,000–$239,99935

$240,000–$249,99951

$250,000–$259,99942

$260,000–$269,99912

$270,000–$279,999–2

$280,000–$289,99922

$290,000–$299,99911

$300,000–$309,999–2

$310,000–$319,9991–

$320,000–$329,999–2

$330,000–$339,999–1

$340,000–$349,9991–

$380,000–$389,9991–

$390,000–$399,9991–

$400,000–$409,999–1

$420,000–$429,99911

$430,000–$439,999–1

$530,000–$539,99911

$570,000–$579,999–1

$640,000–$649,999–1

$670,000–$679,9991–

$790,000–$799,9991–

$820,000–$829,999–1

$860,000–$869,9991–

$900,000–$909,999–1

$1,600,000–$1,609,9991–

$1,620,000–$1,629,999–1

183176

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.

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, Fairness, Loyalty, Responsibility, and Prudence. 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 17 June

2022 version of 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 2023, 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 101.

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 (i.e. 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 2023, 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 2023, 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 2023 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 (i.e. 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 CEO are exercised by separate persons. In addition to committee responsibilities (below),

individual board members work directly with management in major initiatives such as acquisitions and asset rationalisations.

Shareholding

There is no prescribed minimum shareholding for directors, 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.

Restaurant Brands

100101

Annual Report — 31 December 2023

STATEMENT OF CORPORATE GOVERNANCE (CONTINUED)

for the year ended 31 December 2023

STATEMENT OF CORPORATE GOVERNANCE

for the year ended 31 December 2023

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.

As at 31 December 2023, the gender balance of the Company’s directors, officers and all employees is as follows:

Directors Officers* Employees

Dec 2023 Dec 2022 Dec 2023 Dec 2022 Dec 2023 Dec 2022

Female229%229%333%330%5,88448%5,98050%

Male571%571%667%770%6,34851%5,93749%

Not specified1211%721%

Total7100%7100%9100%10100%12,353100%11,989100%

* “ 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 2023, the Group CEO is the only direct report to the board and the Group CFO, Chief People Officer, Chief Legal

Compliance Officer, Chief Marketing Officer 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 2023 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 2023 financial

year, no director sought their own independent professional advice, but the board sought external advice and/or assistance

with respect to the retirement and replacement of the Group CEO and Group 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.

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 2023 was as follows:

Name

Board

meetings

held

Board

meetings

attended

Audit

& Risk

Committee

meetings

held

Audit

& Risk

Committee

meetings

attended

Health

& Safety

Committee

meetings

held

Health

& Safety

Committee

meetings

attended

Remuneration

& Nominations

Committee

meetings

held

Remuneration

& Nominations

Committee

meetings

attended

José Parés9933n/an/an/an/a

Carlos Fernández99n/an/an/an/an/an/a

Emilio Fullaondo99333333

Luis Miguel Álvarez99n/an/an/an/a33

Stephen Ward99333333

Huei Min (Lyn) Lim99333333

Malena Pato-Castel99n/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 2023, 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 2023, 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.

Restaurant Brands

102103

Annual Report — 31 December 2023

STATEMENT OF CORPORATE GOVERNANCE (CONTINUED)

for the year ended 31 December 2023

STATEMENT OF CORPORATE GOVERNANCE (CONTINUED)

for the year ended 31 December 2023

Health, Safety & Sustainability Committee
As at 31 December 2023, the members of the Health, Safety & Sustainability 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, safety and wellbeing governance duties. In particular, the Health, Safety & Sustainability Committee

is responsible for administering the Company’s Health, Safety and Wellbeing Framework, monitoring and assessing the

Company’s Health, Safety and Wellbeing performance and developing Health, Safety and Wellbeing targets/objectives

for the business.

In addition, the board has appointed the 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.

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, Group Diversity

Policy, Group Continuous Disclosure Policy, Group Director and Senior Executive Remuneration Policy, Group Code of Ethical

Conduct and Group 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 has set out

its climate-related disclosures separately to this annual report in accordance with the Financial Markets Conduct Act 2013.

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 Company’s 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 CEO 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 previous Group CEO was awarded a one-time compensation benefit due to his retirement

in March 2023. The amount recognised in 2023 was $0.6 million. Details of the Group CEO remuneration arrangements

(including the amounts paid in 2022 and 2023 financial periods) are set out in Note 19 to the 31 December 2023 financial

statements in this annual report.

Restaurant Brands

104105

Annual Report — 31 December 2023

STATEMENT OF CORPORATE GOVERNANCE (CONTINUED)

for the year ended 31 December 2023

STATEMENT OF CORPORATE GOVERNANCE (CONTINUED)

for the year ended 31 December 2023

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 Risk and Audit 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, safety and wellbeing

The Company’s Health, Safety & Sustainability 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.

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.

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 external auditor 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.

Restaurant Brands

106107

Annual Report — 31 December 2023

STATEMENT OF CORPORATE GOVERNANCE (CONTINUED)

for the year ended 31 December 2023

STATEMENT OF CORPORATE GOVERNANCE (CONTINUED)

for the year ended 31 December 2023

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.

109

Annual Report — 31 December 2023Restaurant Brands

108

STATEMENT OF CORPORATE GOVERNANCE (CONTINUED)

for the year ended 31 December 2023

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

Auditor

PricewaterhouseCoopers

Solicitors

Bell Gully

Harmos Horton Lusk

Meredith Connell

Squire Patton Boggs

Corrs Chambers Westgarth

Cades Schutte

Bankers

Westpac Banking Corporation

J.P. Morgan

Rabobank

Bank of China

Contact details

Postal Address:

P O Box 22 749

Otahuhu

Auckland 1640

New Zealand

T: +64 9 525 8700

Email: investor@rbd.co.nz

Annual meeting

24 May 2024

Financial year end

31 December 2024

Annual profit announcement

February 2025

Corporate directory

Financial calendar

RESTAURANTBRANDS.CO.NZ

---

NZX/ASX
28 March 2024




RESTAURANT BRANDS NEW ZEALAND LIMITED (RBD): ASX LISTING RULE 1.15.3



Restaurant Brands New Zealand Limited (a foreign exempt entity on ASX) confirms that, for the

purposes of ASX Listing Rule 1.15.3, it has and will comply with the Listing Rules of NZX Limited, which

is its overseas home exchange.




Authorised by

Callum Webb

Company Secretary

Restaurant Brands New Zealand Limited

Phone: 09 525 8700




ENDS.




RESTAURANT BRANDS NEW ZEALAND LIMITED

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.