Notice of Annual Shareholders’ Meeting 2024
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
RESTAURANTBRANDS.CO.NZ
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Notice is given that the 27th annual meeting of shareholders of
Restaurant Brands New Zealand Limited (the “Company”) will be held
at The Boulevard Room, Sofitel Auckland Viaduct Harbour, 21 Viaduct
Harbour Avenue, Auckland and online at https://meetnow.global/nz
on Friday 24 May 2024, commencing at 10.00am.
Due to venue restrictions, refreshments consisting of products from the Company’s
brands will not be provided at this meeting.
AGENDA
1. CHAIRMAN’S ADDRESS
2. GROUP CEO’S REVIEW
3. SHAREHOLDER QUESTIONS
4. RE-ELECTION OF DIRECTOR
In accordance with the requirements of the NZX Listing Rules, Maria Elena (Malena) Pato-
Castel retires from office by rotation and, being eligible, offers herself for re-election.
Resolution 1: That Maria Elena (Malena) Pato-Castel be re-elected as a director
of the Company.
5. AUDITOR
To record the reappointment of PricewaterhouseCoopers as the Company’s auditor,
and to authorise the directors to fix the auditor’s remuneration for the ensuing year.
Resolution 2: That the board of directors be authorised to fix the auditor’s remuneration
for the ensuing year.
6. GENERAL BUSINESS
To consider any other matter that may lawfully be considered at the meeting.
BY ORDER OF THE BOARD
C D Webb
Company Secretary
22 April 2024
Restaurant Brands
1
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
ONLINE ATTENDEES
Shareholders can attend the meeting virtually through the
Computershare Meeting Platform https://meetnow.global/nz.
To access the meeting click ‘Go’ under the Restaurant Brands
NZ meeting and then click ‘JOIN MEETING NOW’. By using
the meeting platform, you will be able to watch the meeting,
vote and ask questions online using your smartphone,
tablet or desktop device. Please refer to the Virtual Meeting
Guide for more information. You will need the latest version
of Chrome, Safari or Edge to access the meeting. Please
ensure your browser is compatible.
SHAREHOLDER QUESTIONS
While shareholders will be provided with the opportunity to
submit questions online at the meeting, it would be desirable
if the Company was able to receive them in advance.
Shareholders are therefore requested to send any questions
they may have for the Company or its directors at the meeting
to investor@rbd.co.nz
PROCEDURAL NOTES
All shareholders may attend and vote at the meeting, or may
appoint a proxy to attend and vote in their place.
If a shareholder wishes to appoint a proxy, that shareholder
should complete the proxy form which is enclosed with this
notice of meeting, or follow the instructions on the proxy form
to lodge a proxy online. A proxy need not be a shareholder of the
Company. If a shareholder wishes, it may appoint “the Chairman
of the Meeting” as that shareholder’s proxy.
If you do not name a person as your proxy or your named proxy
does not attend the meeting, the Chair will be appointed your
proxy and will vote in accordance with your express direction,
and any undirected votes will (subject to any restriction(s) set
out in the NZX Listing Rules) be voted in accordance with the
Chair’s discretion.
To appoint a proxy or vote online shareholders will be required
to enter their CSN/Securityholder Number, postcode/country of
residence and the secured access Control Number that appears
on the front of their Voting/Proxy Form. Proxies submitted
this way must be received before 10.00am on Wednesday
22 May 2024.
A body corporate, which is a shareholder of the Company, may
appoint a representative to attend the meeting on its behalf in
the same manner as that in which it would appoint a proxy. A
representative will have the same rights and powers as if the
representative were a proxy.
Proxy forms must be returned to the office of Restaurant Brands
New Zealand’s share registrar, Computershare Investor Services
Limited, by email to corporateactions@computershare.co.nz, or
by delivery to Level 2, 159 Hurstmere Road, Takapuna, Auckland,
New Zealand or by mail to Private Bag 92 119, Auckland 1142,
New Zealand so as to be received not later than 10.00am on
Wednesday 22 May 2024.
Each resolution is to be considered as an ordinary resolution.
To be passed, an ordinary resolution requires the approval of
a simple majority of the votes cast on that resolution.
EXPLANATORY NOTES
RESOLUTION 1 – RE-ELECTION OF DIRECTOR – MARIA ELENA (MALENA) PATO-CASTEL
Malena Pato-Castel was elected to the Board as a non-executive Director of the Company at the 2021 Annual
Shareholders’ Meeting. NZX Listing Rule 2.7.1 states that a director may not hold office (without re-election) past the
third annual meeting following the director’s appointment or three years, whichever is longer.
Malena has over 33 years 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 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 holds a Business Administration and Management (ADE) degree from the ICADE School of Business and
Economics. The Board considers Malena Pato-Castel to be an independent Director for the purposes of Listing Rule 2.6.1.
The other Directors support the re-election of Malena Pato-Castel as a Director, and recommend that shareholders vote
to approve Resolution 1.
RESOLUTION 2 – FIX THE REMUNERATION OF THE AUDITORS
Pursuant to section 207T of the Companies Act 1993, PricewaterhouseCoopers is automatically re-appointed at the
Company’s Annual Meeting as auditor of the Company. This resolution authorises the board of directors to fix the
remuneration of the auditor, PricewaterhouseCoopers.
Directors recommend that shareholders vote to approve Resolution 2.
2
RESTAURANTBRANDS.CO.NZ
---
Your secure access information
Control Number: CSN/Securityholder Number:
PLEASE NOTE: You will need your CSN/Securityholder Number and post code to securely access InvestorVote and then
follow the prompts to appoint your proxy or exercise your vote online.
Go online to appoint your proxy or turn over to complete the form
Proxy/Voting Form
Lodge your proxy form
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
Lodge your proxy online, 24 hours a day, 7 days a week:
www.investorvote.co.nz
Scan the QR code to vote now.
Smartphone?
For appointment of your proxy to be effective it must be received by 10.00am on Wednesday, 22 May 2024.
PLEASE NOTE
Due to venue restrictions, the customary refreshments consisting of products from the Company’s brands
will not be provided at this meeting.
Directing your Proxy to Vote on Items of Business
All your securities will be voted in accordance with your directions.
Appointment of Proxy
As a shareholder you may attend the meeting in person or virtually and vote,
or you may appoint a proxy to attend the meeting and vote in your place. The
Chairman of the meeting, or any other director, is willing to act as proxy for any
shareholder who wishes to appoint him or her for that purpose. To do this, enter
‘the Chairman’ or the name of your proxy in the space allocated in ‘Step 1’of this
form. A proxy need not be a shareholder of the Company.
Voting directions
Direct your proxy how to vote by marking one of the boxes opposite the item of
business. If you return this Proxy Form without directing the proxy how to vote
on any particular matter, the proxy will vote as he or she thinks fit. If a vote is
required on any matter at the meeting in addition to the matters on the agenda,
the proxy may vote or abstain from voting on that matter as he or she thinks fit.
If you do not name a person as your proxy or your named proxy does not attend
the meeting, the Chair will be appointed your proxy and will vote in accordance
with your express direction, and any undirected votes will (subject to any
restriction(s) set out in the NZX Listing Rules) be voted in accordance with the
Chair’s discretion.
Attending the Meeting
If you are attending the meeting in person please bring this form to assist with
registration. If a representative of a corporate shareholder or proxy is to attend
the meeting you will need to provide the appropriate notice of appointment to
Computershare no later than 10.00am on Wednesday, 22 May 2024.
The Virtual meeting will be accessible on both desktop and mobile devices. Please
refer to the Virtual Meeting Guide that accompanies this Proxy/Voting Form.
Signing Instructions for Postal Forms
Individual
Where the holding is in one name, the shareholder must sign.
Joint Holding
If you are joint holders of shares, each of you must sign this Proxy Form.
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the
power of attorney (unless already deposited with the Company) and a signed
certificate of non-revocation of the power of attorney must be produced to the
Company with this Proxy Form.
Companies
If you are a company, this Proxy Form must be signed on behalf of the company
by a person acting under the company’s express or implied authority.
Comments & Questions
If you have any comments or questions for the company, please submit them
via email to investor@rbd.co.nz or write them on a separate sheet of paper and
return with this form.
RESTAURANT BRANDS NEW ZEALAND LIMITED
Annual Meeting of shareholders of Restaurant Brands
New Zealand Limited to be held at The Boulevard Room,
Sofitel Auckland Viaduct Harbour, 21 Viaduct Harbour Avenue,
Aucklandand online at https://meetnow.global/nz
on Friday, 24 May 2024, commencing at 10.00am.
ATTENDANCE SLIP
RESTAURANT BRANDS NEW ZEALAND LIMITED
as my/our proxy to exercise my/our vote at the Annual Meeting of shareholders of Restaurant Brands New Zealand Limited to be held at The Boulevard Room,
Sofitel Auckland Viaduct Harbour, 21 Viaduct Harbour Avenue, Auckland and online at https://meetnow.global/nz on Friday, 24 May 2024, commencing at
10.00am and at any adjournment of that meeting.
Resolutions
Resolution 1:
Resolution 2:
Re-election of Director - Maria Elena (Malena) Pato-Castel.
That the board of directors be authorised to fix the auditor’s remuneration for the ensuing year.
For
Against
Abstain
Proxy
Discretion
Proxy/Corporate Representative Form
Appoint a Proxy to Vote on Your Behalf
STEP 1
hereby appointof
or failing him/herof
I/We being a shareholder/shareholders of
Restaurant Brands New Zealand Limited
Want to receive your communications quickly? Elect electronic communications by providing your email address below
Email Address
(By providing an email address above it is acknowledged that all communications for my portfolio will be received electronically where offered)
@
Elect Electronic Communications
Items of Business - Voting Instructions/Voting
STEP 2
Please note: Unless otherwise instructed, the proxy will vote as he/she thinks fit. If the shares are held jointly, the voting instructions given in this
section are given on behalf of each joint holder.
Signature of Securityholder(s) This section must be completed.
SIGN
or Sole Director and Sole Company Secretary
Securityholder 1Securityholder 2Securityholder 3
Contact Name Contact Daytime Telephone Date
or Director or Director/Company Secretary
If your proxy is not the Chairman of the Meeting or any other director of the Company, please ensure that you provide their contact details (phone
and email address). If this information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
Proxy contact Details (Phone):
and (Email):
---
Attending the meeting online
Our online meeting provides you the opportunity to
participate online using your smartphone, tablet or computer.
If you choose to attend online you will be able to view a live
webcast of the meeting, ask questions and submit your
votes in real time.
You
will need the latest version of Chrome, Safari or
Edge. Please ensure your browser is compatible.
HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS
Visit https://meetnow.global/nz
When successfully authenticated, the home screen
will be displayed. You can watch the webcast, vote,
ask questions, and view meeting materials in the
documents folder. The image highlighted blue
indicates the page you have active.
The webcast will appear and begin automatically
once the meeting has started.
Voting
Resolutions will be put forward once voting is
declared open by the Chair. Once the voting has
opened, the resolution and voting options will appear.
To vote, simply select your voting direction from the
options shown on screen. You can vote for all
resolutions at once or by each resolution.
Your vote has been cast when the green tick appears.
To change your vote, select ‘Change Your Vote’.
Q&A
Any eligible shareholder/proxy attending the meeting
r
emotely is eligible to ask a question.
S
elect the Q&A tab and type your question into the
box at the bottom of the screen and press 'Send'.
Navigation
Access
Access the online meeting at
https://meetnow.global/nz, and select the required
meeting. Click 'JOIN MEETING NOW'.
If you are a shareholder:
Select 'Shareholder' on the login screen and enter
your CSN/Holder Number and Post Code. If you are
outside New Zealand, simply select your country
from the drop down box instead of the post code.
Accept the Terms and Conditions and click Continue.
If you are a guest:
Select Guest on the login screen. As a guest, you will
be prompted to complete all the relevant fields
including title, first name, last name and email
address.
Please note, guests will not be able to ask questions
or vote at the meeting.
If you are a proxy holder:
You will receive an email invitation the day before the
meeting to access the online meeting. Click on the
link in the invitation to access the meeting.
Contact
If you have any issues accessing the website please
c
all +64 9 488 8700.
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.
Other issuers discussed similar conditions around this time
Matched by meaning across NZX announcement text, not keywords — based on our semantic index of announcement bodies.
- NZM — NZME Limited: Notice of Annual Shareholders’ Meeting2024-03-11
“TO BE HELD 11 APRIL 2024 AT THE NZME IHEART LOUNGE, 2 GRAHAM STREET, AUCKLAND CENTRAL AND ONLINE AT VIRTUALMEETING.CO.NZ/NZM24 NZME NOTICE OF ANNUAL SHAREHOLDERS’ MEETING 1 Dear Shareholder, NZME Limited (NZME) invites you to join in person or online its 2024 Annual Share…”
- SPG — Stride Property Limited: Notice of Annual Shareholder Meetings2024-05-29
“• • • --- Notice of Annual Shareholder Meetings 2024 Stride Property Group Business This Notice of Meetings is an important document and requires your attention. It should be read in its entirety. It has been prepared to advise you of the forthcoming Annual Meetings of Sha…”
- NZX — NZX Limited: NZX Annual Meeting 20242024-03-18
“Our Annual Shareholders’ Meeting 1 As a shareholder of NZX Limited (NZX), you are invited to our Annual Meeting to be held at our Auckland Office at Level 15, 45 Queen Street, Auckland and virtually via an online platform provided by NZX’s share registrar, Link Market Services…”