BFG - Notice of Annual Shareholders Meeting 29 August 2024

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Notice is given that the hybrid Annual Shareholders Meeting of Burger Fuel Group Limited
(Company) will be held at the Rakiura Room, Parkside Hotel & Apartments, 100 Greys Avenue,
Auckland 1010 and via Zoom webinars commencing at 11:30am (New Zealand time) on
Thursday 29 August 2024.
In the event that the Board determines a physical meeting is inappropriate for any reason
including health and safety reasons, the Company may decide to hold a virtual only meeting.
If this occurs, the Company will provide shareholders with notice through an announcement to
the NZX and on the Company's website.
VIRTUAL SHAREHOLDER MEETING
To participate in the meeting online please use the following link to join BFG’s virtual meeting
Zoom platform, please register in advance for this webinar:
https://us06web.zoom.us/webinar/register/WN_t3K3ELW4S0aJ7TlDk-R1Og
You will need to register with a free Zoom account to ensure the meeting runs smoothly and so
you have all the functionality at the meeting. After registering, you will receive a confirmation
email containing information about joining the webinar.
Please note, you will need to provide your CSN number when registering, this is found on your
proxy form or email, if you received this notice via email and is needed for verification purposes.
Voting online prior to the meeting
Shareholders are encouraged to vote before the meeting in one of the following ways:
1. Online at www.investorvote.co.nz or by scanning the QR code on the Proxy/Voting form;
or
2. Complete the Proxy/Voting Form and send it to Computershare Investor Services Limited,
in accordance with the instructions set out on the form.
BFG offers the facility for shareholders to submit questions to the Board via the Q&A function on
the online Zoom platform during the meeting or you may submit any questions in writing prior to
the meeting to:
Burger Fuel Group Limited
PO Box 147320,
Ponsonby, Auckland.
mark.piet@burgerfuel.com
The Chair and CEO will answer your questions during the Meeting.

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AGENDA

The business of the meeting will be as follows:

1. Chairman and CEO Presentations

2. Shareholder Discussion and General Business

To consider the resolutions and such other business of the Company as may be
properly brought before the meeting in accordance with the Company’s constitution.

3. Resolutions

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

Resolution 1: Election of Director – Alan Gourdie

To consider the election of Alan Gourdie, who was appointed as a Director by the
Board on 01 October 2023, be elected as a Director of the Company.

See Explanatory Notes.

Resolution 2: Election of Director – Tristram van der Meijden

To consider the election of Tristram van der Meijden, who was appointed as a
Director by the Board on 11 April 2024, be elected as a Director of the Company.

See Explanatory Notes.

Resolution 3: Director Remuneration

That the maximum total pool of directors’ remuneration payable to directors (in their
capacity as directors) be increased by $40,000 per annum, from a total pool of
$180,000 per annum to $220,000 per annum, effective from the close of the Annual
Meeting, with such sum to be divided amongst the directors as the Board may from
time to time determine.

See Explanatory Notes.

Resolution 4: Auditor’s Remuneration

To record the automatic re-appointment of Baker Tilly Staples Rodway as the
Company’s auditor, pursuant to Section 207T of the Companies Act 1993 and to
authorise the Company’s Board of Directors to fix the auditor’s remuneration for the
ensuing year.

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By order of the Board of Directors of the Company


Mark Piet,
Company Secretary / Chief Financial Officer,
Burger Fuel Group Limited
Auckland, New Zealand
31 July 2024


EXPLANATORY NOTES

Each of the resolutions to be considered, and if thought fit, to pass, at the Annual Meeting are
ordinary resolutions. An ordinary resolution means a resolution that is approved by a simple
majority of the votes of those shareholders entitled to vote and voting on the resolution.

Resolution 1: Election of Alan Gourdie as Director

Alan Gourdie was elected by the BFG Board of Directors on 01 October 2023. The Listing Rules
provide that a Director appointed by the Board must not hold office (without re-election) past
the next annual meeting following the Director’s appointment.

Alan is the Chair and is a member of the Company's Audit Committee.

Alan has had an international career as CEO and Global Marketing Director for high-profile
national and global organisations within the telecommunications and FMCG industries. His
career includes roles that have been based in Amsterdam, Singapore and London with the
Heineken organisation and in New Zealand with a number of businesses, including as CEO for
Telecom (Spark) Retail.

Alan is currently a founder and Director of Quantiful, a SaaS company that focuses on AI-driven
consumer-led demand planning, and is also a Director of Tai Pari Mohio Limited, a Maori-
founded and focused Healthcare Company working to provide more equity in healthcare
through its EmergencyQ software and other applications. Alan is also involved in other private
start-ups.

The Board has determined that for the purposes of the NZX Listing Rules, Alan will be an
Independent Director of the Company and unanimously supports his election.

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Resolution 2: Election of Tristram van der Meijden as Director

Tristram was elected by the BFG Board of Directors on 11 April 2024. The Listing Rules provide
that a Director appointed by the Board must not hold office (without re-election) past the next
annual meeting following the Director’s appointment.

Tristram is the Chair of the Company's Audit Committee.

Tristram has 20 plus years accounting experience in retirement villages, property development,
property management, financial services, life insurance, professional services, hotels, business
valuation, consultancy, and retail.

Tristram has held CFO roles at Dorchester Pacific and Metlifecare.

Since leaving Metlifecare as the CFO in 2017, Tristram has focused his time on consulting,
business advisory and family private business interests along with several Director roles. He is
currently a Director for Retire Australia and Chair of their Audit Committee.

He is also a Director and board member for several private companies including being on the
Board of Governors of King’s College and Chair of their Audit & Risk Committee.

The Board has determined that for the purposes of the NZX Listing Rules, Tristram will be an
Independent Director of the Company and unanimously supports his election.

Resolution 3: Director Remuneration.

This resolution seeks shareholder approval to increase the aggregate amount of
remuneration (“fee pool”) that may be paid each year to the non-executive directors for
their services as directors, by $40,000 per annum, from a total fee pool of $180,000 per
annum to $220,000 per annum, effective from the close of the Annual Meeting, with such
sum to be divided amongst the directors as the Board may from time to time determine.
Shareholder approval is required under NZX Listing Rule 2.11.1.

Background:
At present the maximum fee pool for non-executive directors is set at $180,000 per annum,
as approved when the Company listed on the NZAX in 2007.

The Board is recommending an increase in that fee pool by $40,000 to $220,000 per annum.
The Board considers that the increase will allow for the additional independent director
Tyrone Foley and an amount required for the transition of the new Chair Alan Gourdie
when we had an additional director for the first few months in FY25, before the Chair Peter
Brook retired in July 2024. The increased amount is also required to bring Tyrone Foley in line
with the other independent directors.

The remuneration to non-executive directors, is considered fair and reasonable
remuneration and recognises the responsibilities and commitments of the role, including
for associated committee work.

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Excluding the transitional period, the proposed director’s fee pool will increase by $15,000.

Please note; the proposed increased fee pool of $220,000 has not been fully utilised, it is
only required for the Director transition and any future board changes.

There are no short- or long-term cash or non-cash incentives for directors or any share
options.

The Proposed Increase:
If the proposed increase is approved by shareholders, the Board will have discretion to
divide the fee pool amongst the directors as it sees fit. However, the current intention is for
the proposed increase to be allocated as follows:



• Josef Roberts as CEO does not receive director fees.

The Board has not sought to commission an independent benchmarking report having
regard to the matters noted above, as Tyrone Foley is the only director that has a proposed
increase, bringing him in line with the existing directors, and the other two new directors
will receive the same or similar fees as the outgoing directors, meaning that the Board may
confidently recommend the proposed increase to shareholders without reference to such
an external report.

The Board also now considers Tyrone Foley to be an independent director as per the NZX
Corporate Governance Code. Tyrone Foley resigned as the Chief Operating Officer on 26

August 2021 and has not been involved with the management of the company for over
three years.

Resolution 4: Auditor’s Remuneration

Baker Tilly Staples Rodway is automatically re-appointed as the Company’s auditor under
Section 207T of the Companies Act 1993. This resolution authorises the Board of Directors to
fix the fees and expenses of the auditor for the ensuing year.





FY24
(per annum)
FY25
(per annum)
FY25 Transition
costs
Peter Brook (Chair) - Retired
77,000
$

-
$

11,250


Alan Gourdie (new Chair)
60,000
$

77,000
$

Tyrone Foley
35,000
$

50,000
$

Tristram (Chair Audit Committee)
60,000
$

172,000
$

187,000
$

11,250
$

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ENTITLEMENT TO VOTE
All shareholders are entitled to attend the Company’s Annual Meeting. The persons who
will be entitled to vote at the annual meeting are those persons who are registered on the
Company’s share register as holding fully paid ordinary shares in the Company at 5pm on
Tuesday 27 August 2024.

In accordance with NZX Listing Rule 6.3.1, any Director intending to receive payment or
benefit from resolution 3, and any person who is an Associated Person (as that term is
defined in the NZX Listing Rules) of a Director, may not vote on Resolution 3.

The company is holding a hybrid annual meeting to allow shareholders who are unable to
attend in person to have the opportunity to attend online via zoom. By using this platform,
you will be able to watch the annual meeting, vote and ask questions online. For help with
this platform please contact Burger Fuel Group Limited at mark.piet@burgerfuel.com.

PROXIES AND REPRESENTATIVES
Any shareholder of the Company entitled to attend and vote at the meeting may appoint
another person as their proxy to attend and vote instead of them. A proxy need not be a
shareholder and may be appointed online or by completing the form accompanying this
Notice of Meeting.

The proxy must be lodged online at www.investorvote.co.nz or, if you complete the form,
received by the Company’s share registry, Computershare Investor Services Limited at
Private Bag 92119, Auckland 1142 or at Level 2, 159 Hurstmere Road, Takapuna, Auckland
so as to be received no later than 11.30am on Tuesday 27 August 2024.

If you wish, you may appoint “the Chairman of the Meeting” as your proxy. If you wish to
appoint a proxy to attend online on your behalf, please ensure that you provide their
contact details (phone and email) either in the enclosed proxy form or the online proxy
form.

Any corporation that is a shareholder of the Company may appoint a person as its
representative to attend the meeting and vote on its behalf, in the same manner as that
in which it could appoint a proxy.

You may either direct your proxy how to vote for you, or you may give your proxy discretion
to vote how they see fit. If you wish to give your proxy discretion you should mark the
appropriate boxes on the proxy form.

Any undirected votes in respect of a resolution, where the Chair or any other Director is
appointed proxy, will be voted in favour of the relevant resolution, other than
when they are prohibited from voting on that resolution.

If you do not name a person as your proxy or your named proxy does not attend the
meeting, the Chair will act as your proxy and will vote in accordance with your express
direction, and any undirected proxies will be voted in accordance with the Chair's
discretion.

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Your secure access information
Control Number: CSN/Shareholder Number:
PLEASE NOTE: You will need your CSN/Shareholder Number and postcode or country of residence (if outside New Zealand) to
securely access InvestorVote and then follow the prompts to appoint your proxy and exercise your vote online.
Turn over to complete the form to vote
Proxy/Voting Form
Apartments, 100 Greys Avenue, Auckland, 1010 or online via an internet
connection using a laptop, tablet or smartphone. For further details see the
Notice of Meeting that accompanies this form.
Use this form to assist your online registration. Any corporation that is a
shareholder of the Company may appoint a person as its representative to
attend the meeting and vote on its behalf, in the same manner as that in
which it could appoint a proxy.
Signing Instructions for Postal Forms
Individual
Where the holding is in one name, the shareholder must sign.
Joint Holding
Where the holding is in more than one name, all of the shareholders should
sign.
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the
power of attorney (unless already deposited with the Company) and a signed
certificate of non-revocation of the power of attorney must be produced to the
Company with this Proxy Form.
Companies
This form must be signed by a Director jointly with another Director, or a Sole
Director can sign alone. Please sign in the appropriate place and indicate the
office held.
Comments & Questions
If you have any comments or questions for the company, please write them on
a separate sheet of paper and return with this form or submit these online
at www.investorvote.co.nz.
Lodge your proxy
Burger Fuel Group Limited
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand or
Level 2, 159 Hurstmere Road, Takapuna, Auckland
For all enquiries contact
+64 9 488 8777 or 0800 650 034
corporateactions@computershare.co.nz
Lodge your proxy online, 24 hours a day, 7 days a week:
www.investorvote.co.nz
Scan the QR code to vote now.
Smartphone?
For your proxy to be effective it must be received by 11.30 am, Tuesday 27 August 2024
How to Vote on Items of Business
All your securities will be voted in accordance with your directions. Your vote is
important and you are strongly encouraged to exercise your right to vote.
Appointment of Proxy
If you do not plan to attend the meeting, you may appoint a proxy. The proxy
need not be a shareholder of the Company. The Chairman of the meeting, or
any other director, is willing to act as proxy for any shareholder who wishes to
appoint him or her for that purpose. To do this, enter ‘the Chairman of the
Meeting’ or the name of your proxy in the space allocated in ‘Step 1’of this
form. If you do not name a person as your proxy or your named proxy does not
attend the meeting, the Chair will act as your proxy and will vote in accordance
with your express direction, and any undirected proxies will be voted in
accordance with the Chair’s discretion. Alternatively you can appoint a proxy
online at www.investorvote.co.nz.
If you appoint the Chair or any director as your proxy, and such person is not
directed how to vote, the Chair or director will vote in favour of all resolutions
(other than resolution 3).
In accordance with NZX Listing Rule 6.3.1, any Director
intending to receive payment or benefit from resolution 3, and any person who is
an Associated Person (as that term is defined in the NZX Listing Rules) of a
Director, may not vote on Resolution 3.
Voting of your holding
Direct your proxy how to vote by marking one of the boxes opposite each item of
business. If you return this form without directing the proxy how to vote on a
particular matter, the proxy will vote in favour of the relevant resolution, other
than when he or she is prohibited from voting on that resolution. If you mark
more than one box on an item your vote will be invalid on that item.
Attending the Meeting
All shareholders will have the option to attend, vote and participate in the Annual
Shareholder Meeting in person at Rakiura Room, Parkside Hotel &

ATTENDANCE SLIP
Annual Meeting of Burger Fuel Group Limited to be held at Rakiura Room,
Parkside Hotel & Apartments, 100 Greys Avenue, Auckland, 1010 and
via the Zoom platform at: https://us06web.zoom.us/webinar/register/
WN_t3K3ELW4S0aJ7TlDk-R1Og commencing at
11.30 am (New Zealand time) on Thursday, 29 August 2024.
Proxy/Corporate Representative Form
Appoint a Proxy to Vote on Your Behalf
Elect Electronic Communications
STEP 1
hereby appointof
or failing him/herof
I/We being a shareholder/s of Burger Fuel Group Limited
Want to receive your communications quickly? Elect electronic communications by providing your email address below
Items of Business - Voting Instructions/Ballot Paper
STEP 2
Please note: You may either direct your proxy how to vote for you, or you may give your proxy discretion to vote how he/she sees fit. If you wish to
give your proxy discretion you should mark the appropriate boxes on the proxy form. If you do not mark any box for a particular resolution, then
your proxy will vote or abstain from voting as he or she thinks fit.
Signature of Shareholder(s) This section must be completed.
SIGN
or Sole Director/Directoror Director (if more than one)
Shareholder 1Shareholder 2Shareholder 3
Contact Name Contact Daytime Telephone Date
Ordinary Resolutions
Resolution 1 Election of Director – Alan Gourdie
To consider the election of Alan Gourdie, who was appointed as a Director by the Board on 01 October 2023,
be elected as a Director of the Company. See Explanatory Notes.
Resolution 2Election of Director – Tristram van der Meijden
To consider the election of Tristram van der Meijden, who was appointed as a Director by the Board on 11
April 2024, be elected as a Director of the Company. See Explanatory Notes.
Resolution 3Director Remuneration
That the maximum total pool of directors’ remuneration payable to directors (in their capacity as directors)
be increased by $40,000 per annum, from a total pool of $180,000 per annum to $220,000 per annum,
effective from the close of the Annual Meeting, with such sum to be divided amongst the directors as the
Board may from time to time determine. See Explanatory Notes.
Resolution 4Auditor’s Remuneration
To record the automatic re-appointment of Baker Tilly Staples Rodway as the Company’s auditor, pursuant
to Section 207T of the Companies Act 1993 and to authorise the Company’s Board of Directors to fix the
auditor’s remuneration for the ensuing year.
ForAgainstAbstain
Proxy
Discretion
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the Annual Meeting of Burger Fuel Group
Limited to be held at Rakiura Room, Parkside Hotel & Apartments, 100 Greys Avenue, Auckland, 1010 and via the Zoom platform at:
https://us06web.zoom.us/webinar/register/WN_t3K3ELW4S0aJ7TlDk-R1Og commencing at 11.30 am (New Zealand time) on Thursday, 29 August 2024 and at any
adjournment of that meeting.
Email Address
(By providing an email address above it is acknowledged that all communications for my portfolio will be received electronically where offered)