Restaurant Brands New Zealand Limited logo

Notice of Annual Shareholders’ Meeting 2024

AGM21 April 2024RBDConsumer Discretionary

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

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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):

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Attending the meeting online
Our online meeting provides you the opportunity to

participate online using your smartphone, tablet or computer.

If you choose to attend online you will be able to view a live

webcast of the meeting, ask questions and submit your

votes in real time.

You

will need the latest version of Chrome, Safari or

Edge. Please ensure your browser is compatible.

HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS

Visit https://meetnow.global/nz

When successfully authenticated, the home screen

will be displayed. You can watch the webcast, vote,

ask questions, and view meeting materials in the

documents folder. The image highlighted blue

indicates the page you have active.

The webcast will appear and begin automatically

once the meeting has started.

Voting

Resolutions will be put forward once voting is

declared open by the Chair. Once the voting has

opened, the resolution and voting options will appear.

To vote, simply select your voting direction from the

options shown on screen. You can vote for all

resolutions at once or by each resolution.

Your vote has been cast when the green tick appears.

To change your vote, select ‘Change Your Vote’.

Q&A

Any eligible shareholder/proxy attending the meeting

r

emotely is eligible to ask a question.

S

elect the Q&A tab and type your question into the

box at the bottom of the screen and press 'Send'.

Navigation

Access

Access the online meeting at

https://meetnow.global/nz, and select the required

meeting. Click 'JOIN MEETING NOW'.

If you are a shareholder:

Select 'Shareholder' on the login screen and enter

your CSN/Holder Number and Post Code. If you are

outside New Zealand, simply select your country

from the drop down box instead of the post code.

Accept the Terms and Conditions and click Continue.

If you are a guest:

Select Guest on the login screen. As a guest, you will

be prompted to complete all the relevant fields

including title, first name, last name and email

address.

Please note, guests will not be able to ask questions

or vote at the meeting.

If you are a proxy holder:

You will receive an email invitation the day before the

meeting to access the online meeting. Click on the

link in the invitation to access the meeting.

Contact

If you have any issues accessing the website please

c

all +64 9 488 8700.

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.

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