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Annual Report Provided

Annual Report30 March 2025RBDConsumer Discretionary

ANNUAL REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

RESTAURANTBRANDS.CO.NZ

ANNUAL REPORT 2024
Table of

Contents

Page

Highlights4

Year in review4

Year at a glance6

Chairman and CEO’s report8

Our strategy19

Sustainability highlights24

Board of Directors30

Pro Forma Profit Statement33

Non-GAAP Financial Measures34

Financial statements35

Notes to and forming part of the consolidated financial statements42

Independent auditor’s report75

Shareholder information83

Statutory information85

Statement of corporate governance88

Corporate directory and financial calendar97

ABOUT RESTAURANT BRANDS

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

Group), also ref

erred 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.

Annual Report 20243

HIGHLIGHTS
Year in review

Key results

TOTAL STORE SALES

Total Group store sales hit a record

high of $1,

393.6 million, an increase

of $71.4 million (5.4%) on FY23, with

all four operating divisions showing

growth in terms of $NZ.

NET PROFIT AFTER

TAX (NPAT)

The reported NPAT of $26.5 million for

the ye

ar was up $10.2 million (62.6%)

on FY23.

TOTAL STORE EBITDA

1

Total Store EBITDA for the period was

$194

.3 million. This was up 8.9% on the

previous year.

TOTAL ASSETS

Total assets of the Group were

$1,491.5 million, up $65.7 million on

31 December 2023.

TOTAL STORE SALES ($NZM)

892.3

1,068.2

1,239.0

1,322.2

1,393.6

2021222324

TOTAL STORE EBITDA ($NZM)

147.4

172.6

180.0

178.4

194.3

2021222324

NPAT ($NZM)

30.6

51.9

32.1

16.3

26.5

2021222324

TOTAL ASSETS ($NZM)

1,180.2

1,329.8

1,417.3

1,425.8

1,491.5

2021222324

1

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.

4Restaurant Brands

HIGHLIGHTS
Financial highlights

HISTORICAL SUMMARY

All figures in $NZm unless stated31 Dec 202031 Dec 202131 Dec 202231 Dec 202331 Dec 2024

Financial performance

Store sales

1

New Zealand410.4461.1529.2571.8625.9

Australia214.9244.1283.4310.0309.9

Hawaii215.1206.5247.5259.7280.3

California51.9156.5179.0180.7177.4

Total store sales892.31,068.21,239.01,322.21,393.6

Store EBITDA before G&A

1

New Zealand75.983.389.380.5104.0

Australia29.531.631.237.835.2

Hawaii33.533.842.345.047.4

California8.523.817.115.17.7

Total Store EBITDA147.4172.6180.0178.4194.3

Operating profit74.8102.186.778.6

93.9

NPAT (reported)30.651.932.116.326.5

Financial position/cash flow

Share capital154.6154.6154.6154.6154.6

Total equity230.5289.7293.2290.4314.4

Total assets1,180.21,329.81,417.31,425.81,491.5

Operating cash flows111.9126.4121.6127.8132.6

Shares

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

Number of shareholders5,4285,1805,2255,1584,913

Basic earnings per share24.6c41.6c25.8c13.0c21.3c

Ordinary dividend per share0c32.0c16.0c0c18.0c

Number of stores (year end)

New Zealand137137143147155

Australia7079838485

Hawaii7273757070

California6970757571

Total Stores348359376376381

Number of employees

New Zealand4,5823,7484,0414,4224,669

Australia4,0554,5264,7194,6984,512

Hawaii2,0551,7641,6871,6971,955

California1,3811,4021,5421,5361,414

Total employees12,07311,44011,98912,35312,550

1Store sales and Store EBITDA for each of the regions may not aggregate to the total due to rounding.

Annual Report 20245

HIGHLIGHTS
Year at a glance

61.2m

HAPPY CUSTOMERS SERVED IN FY24

521 STORES

381

OWNED

140

FRANCHISED

12,550 EMPLOYEES

FINANCIAL RESULTS

$1.4b

STORE SALES$26.5m NPAT

$194.3m

EBITDA$1.5b ASSETS

6Restaurant Brands

CHAIRMAN AND CEO’S REPORT
Chairman and

C

EO’s report

Welcome to the Restaurant Brands’ Annual Report

for the year ended

31 December 2024 (FY24)

8Restaurant Brands

CHAIRMAN AND CEO’S REPORT
OVERVIEW

We are pleased to report that the

Group achieved record sales of

$1,393.6 million in the 2024 financial

year, representing a 5.4% increase on

the prior year, despite operating in

a challenging economic environment

across our markets. This, together

with our continued cost management

and operational efficiency initiatives,

resulted in a 62.6% year-on-year

increase in our Group NPAT to

$26.5 million.

Same store sales were positive

in the Ne

w Zealand and Hawaii

divisions, with the California and

Australia divisions adversely affected

by cost of living pressures reducing

consumer spending. We continue

to monitor the latter two markets

and introduce renewed actions to

mitigate the impact of the current

trading conditions.

During 2024, we continued to

invest in digital sales channels,

innovative products, and roll-out

unique marketing c

ampaigns. As a

result, FY24 margins increased to

13.9% of sales, from 13.5% in FY23,

demonstrating we are on the right

track to restore the EBITDA margin

levels achieved in FY22.

LOOKING FORWARD

We expect that cost of living pressures

will remain in all regions over the ne

xt

12 months, although we anticipate a

gradual economic recovery towards

the second half of FY25, with projected

interest rates easing in New Zealand

and Australia.  On the other hand,

we acknowledge the geopolitical

uncertainty in the United States with

the rapidly changing federal policies,

and their impact on the global

trade markets.

We remain cautiously optimistic as

we continue to closely monitor

trading conditions across all divisions.

W

e believe that ongoing revenue

management and cost optimisation

initiatives will enable us to achieve

gradual margin recovery in the near

future. In this Annual Report, we have

outlined our renewed organisational

strategy including key focus areas

and corporate objectives for the

next three to five years. This

strategy underpins our commitments

to continued innovation in customer-

centric products and technologies,

and unified processes across all

markets to improve efficiency for our

staff. We are confident that the Group

is in a strong position for the next

phase of growth to deliver long-term

sustainable shareholder value.

The Group achieved

record sales, re

aching

a high of

$1,393.6 million, with

sales growth delivered

in New Zealand

and Hawaii.

Annual Report 20249

CHAIRMAN AND CEO’S REPORT
GROUP

O

PERATING RESULTS

Total Group store sales reached

a record $1,

393.6 million for the

year ended 31 December 2024.

Supported by the implementation

of strategic initiatives including

effective revenue management

programmes, cost control measures,

and operational efficiencies, the Group

NPAT of $26.5 million represents

a considerable improvement from

last year.

These initiatives, combined with the

consistent delivery of value through

price and customer e

xperience, have

supported customer loyalty, brand

health, and our competitive position,

while also partially offsetting rising

labour costs and consumer pressures.

Group Store EBITDA increased 8.9%

on the prior year, or $15.9 million,

reaching $194.3 million, with the

implemented measures continuing to

deliver gradual margin recovery for

the Group.

New Zealand and Hawaii

are note

worthy, with improved

performance and solid growth

delivered in 2024. This continues to

offset a slower recovery in Australia

and California. We remain on the

right track to reach Group Store

EBITDA margin levels obtained in

FY22, previously established as the

baseline for future growth.

Market conditions in Australia and

Calif

ornia - including the imposed

29% increase in the minimum wage

$NZm31 Dec 202431 Dec 2023Change ($)Change (%)

Group store sales1,393.61,322.2+71.4+5.4

Group NPAT26.516.3+10.2+62.6

Group Store EBITDA194.3178.4+15.9+8.9

10Restaurant Brands

CHAIRMAN AND CEO’S REPORT
in California in April 2024 - are

still placing signific

ant pressure

on consumer spending and labour

costs. We are monitoring these

trading conditions closely in order to

implement and adapt any necessary

plans to mitigate their impact.

Despite these challenging market

conditions, we ha

ve significantly

advanced our growth strategy in

parallel to our focus on margin and

profit recovery. In all markets we

are investing in digital channels and

increasing digital sales, delivering

enhanced marketing programmes,

launching innovative new products,

and adapting our menus.

Our unique, modern brands continue

to grow and provide winning

e

xperiences to our customers, driven

forward by the highly motivated

Restaurant Brands team and our

franchisee network. The considerable

investments we have made in

technolog

y in recent years are

delivering cost efficiencies that

support our margins and, at the

same time, improve customer access

and the staff experience across

all divisions.

During FY24, we opened nine new

stores, including ne

w, innovative

formats, furthered our store

refurbishment programme, and

optimised the store portfolio, focusing

on key growth areas. New store

openings were offset by four closures

in California.

STORE NUMBERS

As at

31 December 2024, Restaurant

Brands has 521 stores (381 owned

and 140 franchised) distributed as

follows: 155 owned stores in New

Zealand, 85 stores in Australia, 70

in Hawaii and 71 in California. The

Restaurant Brands portfolio includes

14

1 Pizza Hut stores in New Zealand, of

which 135 are owned and operated by

independent franchisees.

$26.5M

GROUP NPAT

↑ 62.6%

GROUP NPAT vs FY23

Annual Report 202411

CHAIRMAN AND CEO’S REPORT
NEW ZEALAND OPERATIONS

31 Dec

2024

31 Dec

2023Change ($)Change (%)

Store sales ($m)625.9571.8+54.1+9.5

Store EBITDA ($m)104.080.5+23.5+29.2

Store EBITDA as a % of sales16.614.1

Store numbers (owned and franchised)295269

Store sales for the New Zealand

business were up $54

.1 million to

$625.9 million, representing a strong

9.5% growth on FY23, primarily driven

by KFC and the opening of new stores.

Despite a slowdown in the economy,

most markedly towards the second

half of the year, same store sales

were up 4.6%, with strong transaction

growth year-on-year as a result of

effective marketing strategies and

new product launches.

In 2024, the New Zealand KFC

business delivered record sales driven

by innovative new products and viral

marketing initiatives that contributed

to weekly sales records. Pizza Hut

marked its 50th anniversary in New

Zealand with special celebrations,

including the limited return of vintage

company favourites such as the

all-you-can-eat buffet and special

menu items aimed at bringing back

core memories f

or both the Pizza Hut

team and our longstanding customers.

Taco Bell continued to grow in terms

of same store sales, transactions, and

new store openings as a result of a

consistent brand message and strong

menu innovation.

Digital sales continued to grow

across all brands, with investments in

digital channels enhancing customer

experience at store level and through

delivery. While KFC remains the

leading contributor to New Zealand

operations, Taco Bell has solidified

its presence in the QSR sector and

Carl’s Jr. continues to perform in line

with expectations.

Store EBITDA was $104.0 million,

a $23.5 million or 29.2% increase

on FY23, reflecting improved sales

performance, cost saving initiatives

and a more stable roster, that enabled

12Restaurant Brands

CHAIRMAN AND CEO’S REPORT
the stores to resume full trading hours.

S

tore EBITDA margin was 16.6%, an

increase on the 14.1% in FY23, again

indicating robust sales growth and

strong margin improvements.

The New Zealand division opened

eight ne

w stores in FY24, bringing

the total number of RBD-owned

stores to 155. The division focused

on developing innovative store

formats designed to boost customer

experience, including a premier

flagship side-by-side opening of KFC,

Taco Bell, and Carl’s Jr. stores in a new

town centre.

The Pizza Hut store network

maintained its strong growth

momentum this ye

ar, opening 17

new stores in FY24, for a total 141

stores, of which 135 are operated

by independent franchisees under

a master franchise agreement with

Restaurant Brands.

We are continuing to deliver proactive,

value

-led marketing strategies in

the first half of 2025, to address

pressure on consumer spending, with

an expected improvement in the New

Zealand retail environment in the

second half.

$625.9M

NEW ZEALAND TOTAL STORE

S

ALES ($NZm)

Annual Report 202413

CHAIRMAN AND CEO’S REPORT
AUSTRALIAN OPERATIONS

31 Dec

2024

31 Dec

2023Change ($)Change (%)

Store sales ($Am)284.2286.6-2.4-0.8

Store EBITDA ($Am)32.334.9-2.6-7.4

Store EBITDA as a % of sales11.412.2

Store numbers (owned)8584

Store sales for the Australia business

were $A284

.2 million, down 0.8%

on FY23.

Same store sales were down 3.3%,

driven b

y a year-on-year reduction

in transaction levels largely due to

continued cost of living pressures

impacting consumers in the market.

Small pricing adjustments were made

throughout the year while enhancing

value-driven offerings to meet the

needs of cost-conscious customers.

Australia continues to face challenging

market conditions, with high

interest rates, ele

vated inflation, and

occupancy costs driving cost of living

pressures. Despite applying pricing

uplifts factoring customer demand

for value offerings, customers have

continued to shift to supermarket

options. Additionally, while input costs

have remained stable, electricity costs

increased markedly. To partially offset

this increase, the Group has invested

in energ

y efficiency initiatives such as

the expansion of rooftop solar and

LED lighting.

Store EBITDA was down $A2.6 million,

to $A32.3 million, and S

tore EBITDA

margins declined from 12.2% to 11.4%,

which is reflective of the ongoing

inflationary cost pressures impacting

consumer spending. Although KFC

delivered a lower Store EBITDA versus

the prior year, it is important to

note that the strong 2023 results

make for a high comparison base.

While Taco Bell performed below

expectations, we remain confident that

the strategy currently in place will

bring the brand to the levels and

momentum we are experiencing in the

New Zealand market.

In $NZ terms, the Australian business

contributed $NZ309.9 million in sales,

and Store EBITDA of $NZ35.2 million

was down 6.8

% on the previous year.

RBD operates 85 stores in Australia.

T

he business opened one new store

during the year, and successfully

converted a Taco Bell store closed in

2023 into a KFC store. We continue

to invest in the store refurbishment

program in this market, with a focus on

elevating brand standards, employee

safety, and customer experiences

with new restaurant equipment and

digital kiosks.

We are optimistic about the outlook for

A

ustralia, with cost of living pressures

expected to ease during the second

half of 2025. We will continue to

invest in the growth of digital channels

and develop new store assets while

building increased brand resilience in

a highly competitive market.

$284.2M

AUSTRALIA TOTAL STORE

S

ALES ($Am)

14Restaurant Brands

CHAIRMAN AND CEO’S REPORT
HAWAIIAN OPERATIONS

31 Dec

2024

31 Dec

2023Change ($)Change (%)

Store sales ($USm)169.5159.5+10.0+6.3

Store EBITDA ($USm)28.727.6+1.1+4.0

Store EBITDA as a % of sales16.917.3

Store numbers (owned)7070

Store sales for the Hawaii

business were $US169.5 million, up

$US10.0 million and 6.3% on the

prior ye

ar, with solid performance in

Taco Bell once again and moderate

growth in Pizza Hut. Same store sales

increased 4.2% on the prior year.

While Taco Bell continued to deliver

strong sales, supported b

y successful

marketing campaigns and product

innovations, Pizza Hut sales were

below expectations. However, sales

at Pizza Hut did improve over FY23

with the implementation of strategies

to support employee attraction and

retention, which have been successful

in improving staffing conditions. Pizza

Hut’s new offerings, introduced mid-

way through 2024, constituted an

effective step forward for the brand,

and the new products will continue to

be part of the Pizza Hut line-up.

Store EBITDA was $US28.7 million,

equivalent to 16.9% of sales, an

incre

ase of $US1.1m on last year.

However, the margin decreased

slightly, resulting from a year-on-year

inflation increase and high energy

prices that limited consumer

spending, despite the Group’s focus

on value offerings. Store EBITDA

growth is mainly driven by Taco Bell,

with Pizza Hut having similar

performance versus the prior year.

In $NZ terms, the Hawaii business

contributed $NZ28

0.3 million in sales,

up $NZ20.6 million, or 7.9%, on the

prior year. Store EBITDA increased

$NZ2.4 million to $NZ47.4 million,

partly supported by a favourable

NZD/USD exchange rate.

RBD operates 70 stores in Hawaii (with

no openings or closures during FY24

).

We continue to implement unique

marketing campaigns as well as new

offerings and sites to strengthen

brand awareness, while also bringing

back long-time consumers with

favourites from the past.

$169.5M

HAWAII TOTAL STORE

S

ALES ($USm)

Annual Report 202415

CHAIRMAN AND CEO’S REPORT
CALIFORNIAN OPERATIONS

31 Dec

2024

31 Dec

2023Change ($)Change (%)

Store sales ($USm)107.3110.9-3.6-3.2

Store EBITDA ($USm)4.69.3-4.7-50.5

Store EBITDA as a % of sales4.38.4

Store numbers (owned)7175

Store sales for the California business

were $US107.3 million, a decre

ase

of $US3.6 million, or 3.2%, on the

prior year.

Same store sales declined 3.9% on the

prior ye

ar.

The elevated cost of living is still

impacting consumer spending in

this market, where dining at home

continues to make more economic

sense than e

ating out. The average

spend per customer has declined

as customers gravitate to value-

oriented menus and promotional items

in an environment of very strong

competition. However, same store

sales improved during the course of

the fourth quarter, driven in part by

new marketing campaigns for KFC in

the U.S. Changes to in-store kiosks,

as well as local restaurant marketing

efforts - particularly catering offers –

have supported an increase in uptake

and value-oriented promotional efforts

and innovation introduced this year

have delivered strong sales compared

to other operators in our market.

Store EBITDA was down 50.5%, to

$US4

.6 million, mainly impacted by

the 29% increase in the minimum

wage that came into effect on 1 April

2024, despite the implementation of

strategies to mitigate this impact while

maintaining a strong customer base.

However, there were improvements

in key labour indicators regarding

retention and staffing levels and

investments were made into initiatives

to reduce operating costs, improve

operational efficiency, maintain brand

he

alth and support growth.

In $NZ terms, the California business

contributed $NZ177.4 million in sales,

down 1.8

% on FY23, and $NZ7.7 million

in Store EBITDA, a decrease of

49.0%, which was partially offset by a

favourable NZD/USD exchange rate.

RBD operates 71 stores in California.

As part of the ongoing optimisation of

the portf

olio to focus on key growth

areas, four stores were closed over the

course of the year.

Key pillars of our strategy

for California include enhanced

operational efficiencies (including

kiosk rollouts), initiatives to boost our

energy efficiency, and the optimisation

of our store portfolio. While these

and other initiatives have helped to

improve performance and partially

offset increased labour costs, we

anticipate that it will take 12-18 months

to see better trading conditions in

this market.

$107.3M

CALIFORNIA TOTAL STORE

S

ALES ($USm)

16Restaurant Brands

CHAIRMAN AND CEO’S REPORT
CORPORATE & OTHER

Group General and Administration

(G

&A) expenses were $66.6 million,

a decrease of $0.6 million on FY23.

G&A as a percentage of total

revenue was 4.5%, down on FY23

at 4.8%, supported by continuing

initiatives aimed at reducing non-

essential G&A expenses across

the Group. Depreciation charges

of $50.1 million for FY24 were

$3.4 million higher than FY23, due

to the continued new store builds

and store refurbishments, although

at a slower rate than the prior year.

Depreciation of right of use assets

is up $1.0 million, to $43.7 million,

with new stores and lease renewals

increasing the associated right of use

asset depreciation. Financing costs of

$57.0 million were up $0.8 million

on FY23, primarily driven by a

$0.9 million increase in lease interest

to $36.2 million due to both new leases

and existing leases being extended.

This was partially offset by bank debt

servicing costs with lower debt levels

as a result of the improved cash

flows achieved in 2024. Tax expense

was $10.3 million, up $4.1 million on

the back of higher earnings for the

year. The effective tax rate is 28.0%

(FY23 27.5%).

OTHER ITEMS

Other items comprise other income

and e

xpenses and they totalled

$8.0 million (FY23 $6.1 million).

The FY24 amount includes a net

impairment charge of $7.8 million, and

$0.7 million related to the asset write-

downs for store closures in California

and other expenses of $0.5 million.

These charges were partially offset

by $0.9 million of insurance recovery

proceeds following the wildfire in

Lahaina in 2023.

$1,491.5M

TOTAL ASSETS

↑ $65.7M

TOTAL ASSETS UP ON FY23

BALANCE SHEET &

C

ASH FLOW

Total assets of the Group were

$1,

491.5 million, up $65.7 million on

31 December 2023, primarily due to

new store builds and refurbishments

which increased the value of both

property, plant, and equipment as well

as intangibles and right of use assets.

Annual Report 202417

CHAIRMAN AND CEO’S REPORT
Bank debt at the end of FY24

was $284

.5 million compared with

$289.4 million as of 31 December

2023, due to a combination of

net repayments of $27.4 million

offset by $22.5 million of exchange

rate effects. As of 31 December

2024, the Group had bank debt

facilities totalling $405.1 million

($120.7 million undrawn).

In December 2024 the Group paid

a special dividend of $22.5 million,

as a result of the current and

projected financial position supported

b

y the Group’s cash flows and capital

expenditure requirements.

Cash and cash equivalents decreased

b

y $0.8 million since 31 December

2023 with the higher earnings offset

by the dividend payment and the

repayment of bank loans. The Group

remains comfortably within all banking

covenants with a Net Debt to EBITDA

ratio of 1.8:1 (2.2:1 in FY23).

Net operating cash inflows were

$132.6 million, up $4.8 million on

FY23. This increase is mainly driven

by higher sales and is partially

offset by increased payments to

suppliers generating a net cash

inflow. The increase in the interest

payments on bank debt amounted to

$1.4 million, partially offset by lower

income tax payments. Net investing

cash outflows were $53.5 million,

a $31.3 million decrease on FY23,

primarily driven by reductions in

overall capital expenditure.

DIVIDEND

Following the assessment of the

current and projected financial

position and considering the

recent special dividend pa

yment in

December, no additional dividend was

declared for FY24. Directors believe

it is in the best interests of the

Group to retain cash at this time in

order to support growth and maintain

funding fle

xibility.

ANNUAL

S

HAREHOLDERS’ MEETING

The Annual Shareholders’ Meeting of

the Company will be held in A

uckland

on Friday 23 May 2025.

ACKNOWLEDGEMENTS

We would not have achieved our

results without our amazing te

am of

over 12,500 employees. These include

store staff who have been working

tirelessly to ensure we continue to

serve top-quality products to our

customers every day, and our office

staff who provide excellent support

to our frontline to ensure they have

innovative systems and processes to

deliver winning stores. We thank our

board members for their guidance in

the uncertain economic environment,

and our shareholders for their support

and trust during the year. We deeply

appreciate our customers and the

entire team, recognising the passion

and dedication of our staff and

leaders, which is the key to Restaurant

Brands' success.

José Parés

Chairman of the Board

Arif Khan

CEO

18Restaurant Brands

Our strategy
To become the leader who inspires the global restaurant industry

Trust

Our Strength

Fairness

Our Foundation

Loyalty

Our Commitment

Responsibility

Our Promise

Prudence

On Our Minds

Values

Focus Areas

High Performing

Team

Profitable &

Sustainable Growth

Customer

Centricity

Operational Innovation

& Excellence

Revenue

Boost

Margin

Improvement

Network

Expansion

Operational

Excellence

Grow Brand

Equity

Corporate Objectives

Talent

Development

Framework

Emissions

Reduction

Vision

OUR STRATEGY

Annual Report 202419

Advancing our
strategy for growth

Every day, we’re building

something bigger.

A portfolio of leading, digital-first

QSR brands, powered by a team that’s

always looking ahead. Our goal isn’t just

expansion -we’re setting new standards

and proving what’s possible when bold

brand marketing, operational excellence

and winning customer experiences come

together.

Winning experiences drive everything

we do. From game-changing brand

activations to frictionless digital

interactions and new store formats that

meet evolving demand, we’re creating

deeper connections and unlocking new

opportunities for growth.

In FY24, we delivered margin

improvement, expanded our network,

and advanced digital and operational

capabilities. With this momentum, we’re

building a smarter, more sustainable

system and positioning for the next

phase of growth.

Our four focus areas


HIGH-PERFORMING TEAM

When our team wins, our customers

win. People are at the heart of everything

we do. We’re investing in training, tools,

and team connections to create a culture

where our people can succeed. From

leadership development to operational

support, we are building a team that is

ready to perform.

PROFITABLE & SUSTAINABLE

GROWTH

Growth that delivers – $2 billion

and beyond. We are on a path to

$2 billion in Group sales, powered by

smart expansion, stronger margins, and

increased brand access. Growth isn’t just

about scale—it’s about delivering value

for customers, franchisees, and investors

in a sustainable, high-performance way.

CUSTOMER CENTRICITY

Winning customers, earning loyalty,

and creating standout experiences.

Customers are at the heart of everything

we do. Winning in our sector and in

our markets isn’t just about price - it’s

about creating experiences that keep

customers coming back.

We are continuously evolving our

menus, modernising store formats, and

expanding digital capabilities to deliver

seamless, high-quality interactions

that strengthen brand loyalty and

engagement.

OPERATIONAL INNOVATION &

EXCELLENCE

Building a smarter, faster, and more

sustainable system. Behind every

great customer experience is a high-

performance system. We are evolving

our technology, sustainability efforts, and

operational processes to drive stronger

results at every level.

“We’re excited to share our refreshed strategy –

one that sharpens focus, strengthens execution,

and ensures we continue delivering stronger

performance, better experiences, and sustained

value for our customers, our team, our franchisees,

and our shareholders.”

Arif Khan - CEO

OUR STRATEGY

20Restaurant Brands

Focus AreasWe are focused on:FY24 Highlights:Key Priorities for FY25:
High

Performing

Te a m

• An engaged workforce –

continuously gathering

employee feedback

and fostering a safe and

inclusive environment

• People enablement

– dialling up internal

and external employee

engagement and career

development

• Talent management and

development – attracting

and retaining top talent

across all markets

• New Group operating

model to centralise

strategic decision making

• Improved health and safety

platform

• Enhanced culture and team

connection

• A new talent framework

to attract, train, and

retain great people

• Enhanced recognition

programs

• Expanded leadership

pathways to build the

next generation of RBD

leaders

Profitable &

Sustainable

Growth

• Revenue and margin growth

– pricing optimisation, cost

efficiencies, and operational

refinements

• Network expansion – new

stores, digital-first formats,

enhanced convenience,

optimised locations, and

an expanded franchisee

network

• Brand equity and reach

– marketing that pushes

boundaries, digital platforms

and e-commerce channels

to drive sales and increase

brand visibility

• New store formats

designed for speed and

convenience

• Strengthened franchise

recruitment and expansion

• Increased digital sales

• Margin improvements

through smarter pricing

and cost efficiencies

• Expansion of store

network in high-growth

locations

• Revenue and margin

gains

• Strategic revenue

programmes.

Customer

Centricity

• Menu innovation –

consistently evolving

offerings across brands

to stay ahead of changing

customer preferences

• Value beyond price –

enhancing experiences

through service, quality, and

brand connection

• Seamless digital

interactions – improving

ordering, reducing friction,

and increasing access

• Store enhancements –

upgrading locations to meet

demand and elevate the

in-store experience

• Consistent menu and

product innovations

• Enhanced engagement

programs

• The launch of new digital

first compact store formats

• Continued optimisation

of digital channels

• Value-led promotions to

meet customer needs in

the high cost-of-living

environment

• Enhanced brand loyalty

and customer service

programmes

Operational

Innovation &

Excellence

• Scaling automation and

digital capabilities – making

operations faster, smarter,

and more efficient

• Advancing our sustainability

roadmap – reducing

environmental impact while

improving cost efficiencies

• Optimizing systems and

processes – ensuring stores

run at peak performance in a

fast-changing market

• Upgraded point-of-sales

system

• Energy-saving initiatives

across multiple divisions

• Strengthened supply chain

and inventory systems

• Further integrate

automation to

streamline kitchen and

service operations

• Investment in emissions

reduction initiatives

• Greater cross-market

operational alignment

for smarter, more

scalable execution

Our key enablers
No one has more insight into our

business than our people.

Across our stores, customer service,

and restaurant support centres, their

dedication drives winning experiences

for our customers.

Their passion powers our business

forward, and together with these key

enablers brings our strategy to life:

A Winning Culture

that Fuels Growth

A Transformation

Mindset with

Faster Decision

Making

Excellence

through one

RBD System

Elevated

Guest & Team

Member

Experience

Digital

Transformation

A Sharpened

Menu & Asset

Innovation

Strategy

Viral Marketing &

Brand Activations

Innovation, brand engagement, and

customer experience are fuelling our

growth and shaping the future.

Restaurant Brands’ marketing strategy

goes beyond promotions – it’s about

cultural moments, viral engagement, and

unforgettable brand experiences. Key

F24 highlights include:

Pizza Hut’s 50th Anniversary Pop-Up

Hut – a sell-out event bringing back the

all-you-can-eat buffet for a nostalgic

Kiwi experience

KFC Gravy Train – a world-first activation

where a wrapped locomotive delivered

hot KFC chicken to fans en route to the

Blues vs Force game at Eden Park

OUR STRATEGY

22Restaurant Brands

SUSTAINABILITY HIGHLIGHTS
Sustainability

i

n action

Environmental, social and governance principles aren’t a separate strategy

- the

y’re embedded in how we work daily to drive better outcomes and

sustainable profitability.

24Restaurant Brands

SUSTAINABILITY HIGHLIGHTS
Our company values of

T

rust, Fairness, Loyalty,

Responsibility and

Prudence are

important elements

supporting us on our

sustainability journey.

Our approach to ESG is grounded in

action - reducing emissions,

improving energy efficiency,

supporting our people, strengthening

governance and investing in our

communities – in support of

sustainable profitability.

Our ESG framework guides this work

and is structured around four pillars:

Planet, Governance, Product and

People. Each has been a focus for

meaningful progress in 2024.

PLANET

Lower impact, smarter systems

We continued to take practical,

me

asurable steps to reduce our

environmental footprint in 2024, with a

focus on energy use, emissions and

store design. We remain committed to

reducing our purchased electricity

consumption and direct greenhouse

gas emissions.

•Rolled out GridPoint energy

optimisation to 24 Calif

ornia stores,

building on a three-store trial.

Rollout to the rest of the California

network is planned for 2025. A

number of stores using GridPoint

have recorded energy savings of

more than 10 percent.

•The California GridPoint results

have prompted a group-wide

project for 2025 to assess the case

for early replacement of inefficient

HVAC systems.

•Trialled small-format store

designs with lower ra

w material

requirements and a smaller

carbon footprint.

•Achieved 100 percent LED lighting

across all New Zealand stores in

2023, with progress continuing in

other regions.

•Continued to transition our vehicle

fleet to lower-emission models,

including the rollout of EROAD fleet

management software in Australia

to improve tracking and visibility.

•Improved our ability to measure

and manage greenhouse gas

emissions, supported b

y better

supplier data and more

integrated systems.

Our 2024 Climate-Related Disclosure

Report will be published at:

www.restaurantbrands.co.nz/

community-and-sustainability

Annual Report 202425

SUSTAINABILITY HIGHLIGHTS
GOVERNANCE

Stronger structure,

clearer accountability

In 2024, we implemented a

ne

w group-wide operating model

to improve governance, simplify

decision-making and support

future growth.

•Moved to a group-led structure,

consolidating core corporate

functions including finance, people,

marketing and property under

single functional leaders.

•Appointed local Presidents to

lead store operations in each

region, allowing clearer focus on

operational delivery.

•Updated our delegated authority

polic

y to clarify responsibilities and

strengthen financial controls across

the Group.

•Established a Procurement

Council to oversee major

procurement activity, promote

best practice and support supply

chain integrity.

These changes have created clearer

lines of responsibility and enabled

more consistent perf

ormance across

our operating divisions.

Food safety is

fundamental to

our business.

PRODUCT

Quality, safety, ethics

We maintain strict controls to ensure

f

ood safety, ethical sourcing and

supplier accountability across all

our regions.

•In New Zealand, all suppliers are

subject to due diligence and annual

audits by Restaurant Brands, based

on the Yum! Supplier Code of

Conduct and industry best practice.

•In Australia, Hawaii and California,

suppliers operate under the Yum!

global supply chain and must

adhere to the Yum! Supplier Code

of Conduct, with regular audits

in place.

•All New Zealand meat suppliers

must comply with the A

nimal

Welfare Act and are audited by

SPCA and AsureQuality.

26Restaurant Brands

SUSTAINABILITY HIGHLIGHTS
•Key poultry suppliers Tegel

and Inghams f

ollow recognised

welfare codes and guidelines for

humane treatment.

•All restaurants operate under

a local food control plan

and are regularly inspected by

local authorities.

•Restaurants also undergo frequent

third-party brand audits, covering

food safety and compliance with

brand standards.

•Nutritional information for core

menu items is available on all

brand websites (excluding Taco

Bell in Australia), with additional

information for promotional

items available by request in

New Zealand.

In Australia, Hawaii and California,

kilojoule inf

ormation is provided on

restaurant menus.

PEOPLE

Safe, fair, inclusive

With more than 12,500 team members

across the Group, our people are

central to our success. A strong

commitment to social responsibility

continues to be a ke

y driver in

attracting and retaining talent across

the organisation.

•We operate a zero-tolerance policy

for forced or underage labour

across our business and supply

chain. There were no known

breaches of this policy in 2024.

We are currently transitioning our

sustainability data to a ne

w dedicated

section of our website. We expect

this to be launched when our FY24

climate-related disclosures report is

released and can be found here:

www.restaurantbrands.co.nz/

community-and-sustainability

Our people are central

to our success.

Annual Report 202427

SUSTAINABILITY HIGHLIGHTS
SPONSORSHIPS

A

ND PARTNERSHIPS

Local support, lasting impact

Restaurant Brands is committed to

supporting our communities be

yond

our restaurants. Across all our

markets, we contribute through

charitable donations, sponsorships

and partnerships that make

a difference.

New Zealand

2024 marked the 12th year of

partnership between KF

C and Surf

Life Saving NZ, an organisation that

relies heavily on volunteers and

community funding to deliver water

safety education and keep beaches

safe over the busy summer period.

2024 fundraising initiatives included:

•Donations from every bucket sold

over summer.

•Support through Black Clash and

Super Smash cricket e

vents.

•Proceeds from the Mr Sanders pop-

up restaurant.

Pizza Hut continued to strengthen its

partnership with Hato Hone S

t John,

which began in 2020 to support health

services, volunteer training and mental

health first aid programmes.

•$1 was donated from every Limo

pizza delivered in collaboration with

our franchisees.

•Contributions were doubled during

the June annual appe

al.

•All ticket sales from the return of

the P

izza Hut buffet were donated.

California

•We support the KFC Foundation

through a per-c

ase levy on

Secret Recipe fries and guest

donations, including Round Up

at checkout. The KFC Foundation

supports charitable organisations,

provides hardship grants, tuition-

free college access, counselling,

savings incentives and GED testing.

•In 2024, 27 KFC team members

received scholarships ranging from

USD $2,500 to $20,000, many as

the first in their families to attend

university or trade school.

•Our California restaurants also

participate in the KFC Harvest

Programme, donating surplus

food to charities supporting

people experiencing homelessness

and hardship.

28Restaurant Brands

SUSTAINABILITY HIGHLIGHTS
Australia

•We continue to support the KFC

Y

outh Foundation, which delivers

programmes that help young

people thrive in their communities.

As a major employer of under-25s,

we are proud of this long-standing

commitment to youth development

in Australia.

We are proud

to support

loc

al communities

and organisations.

Hawaii

•Through the Taco Bell Foundation’s

R

ound Up programme, we help

fund youth organisations focused

on career readiness.

–In 2024, grants were awarded to

the Boys and Girls Club of Hawaii

and Junior Achievement of

Hawaii.

–One of our Hawaiian team

members received a Live Más

scholarship.

The Hawaii Pizza Hut Literacy Fund,

administered b

y the Hawaii

Community Foundation, awarded

grants to support reading and literacy

programmes across the state.

Annual Report 202429

BOARD OF DIRECTORS
Board of

Directors

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

F

inaccess Capital, S.A. de C.V. 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 (Me

xico), 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

P

anamericana, 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.

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 e

xperience 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

R

isk Committee of AmRest Holdings SE.

Emilio graduated from ITAM, Mexico (Public

A

ccountant) and completed his MBA at the

same institution as well as the Executive

Management (AD) Program at IPADE, Mexico.

30Restaurant Brands

BOARD OF DIRECTORS
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 CE

O (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

S

antander, 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 F

inaccess 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 IP

ADE 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,

A

udit Committee Member and Investment

Committee Member of Grupo 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

dif

ferent 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 A

mRest 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 IP

ADE

Business School (Instituto Panamericano de

Alta Dirección de Empresa).

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 e

xperience. 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 A

uckland 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 P

te.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 ye

ars of legal

practice specialising in commercial, corporate

and governance issues and dispute resolution.

In 2017, Lyn was appointed as a Member

of the Ne

w 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, and a

member of the New Zealand Law Society.

Annual Report 202431

BOARD OF DIRECTORS
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 e

xperience 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

S

ecureFuture 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 Ne

w Zealand

Law Society and is a Chartered Member of the

New Zealand Institute of Directors.

Maria Elena (Malena) Pato-Castel

Independent Non-Executive Director

TERM OF OFFICE

Appointed Director

1 April 2021. Last re-

elected 2024 Annual Meeting.

Malena has over 33 year of experience in

the F

ast 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 P

izza 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 A

dministration and

Management (ADE) degree from the ICADE

School of Business and Economics.

32Restaurant Brands

PRO FORMA PROFIT STATEMENT
f

or the year ended 31 December 2024

$NZ000's31 Dec 2024vs Prior %31 Dec 2023

Store sales

New Zealand625,9049.5571,771

Australia309,930(0.0)310,050

Hawaii280,3177.9259,677

California177,447(1.8)180,689

Total sales1,393,5985.41,322,187

Other revenue81,14511.173,064

Total operating revenue1,474,7435.71,395,251

Cost of goods sold

1

(1,224,463)(5.1)(1,165,352)

Gross profit250,2808.9229,899

Distribution expenses

2

(9,897)(4.1)(9,509)

Marketing expenses

3

(71,899)(5.0)(68,461)

General and administration expenses

4

(66,587)0.9(67,186)

Other items(8,022)(30.8)(6,131)

Operating profit93,87519.478,612

Financing expenses(57,042)(1.5)(56,193)

Net profit before taxation36,83364.322,419

Taxation expense(10,305)(67.4)(6,156)

NPAT26,52863.116,263

% sales% sales

Store EBITDA before G&A, NZ IFRS 16 and

other items

New Zealand104,03316.629.380,48214.1

Australia35,21811.4(6.8)37,79612.2

Hawaii47,38816.95.245,04017.3

California7,6734.3(49.0)15,0598.3

Total Store EBITDA before G&A, NZ IFRS 16

and other items194,31213.98.9178,37713.5

Ratios

Net tangible assets per security (net

tangible assets divided by number of

shares) in cents36.424.2

1Cost of goods sold are direct costs of operating stores: food, paper, freight, labour and store overheads.

2Distribution expenses are costs of distributing product from store.

3Marketing expenses are order centre, advertising and local store marketing expenses.

4General and administration expenses (G&A) are non-store related overheads.

Annual Report 202433

NON-GAAP FINANCIAL MEASURES
f

or the year ended 31 December 2024

The Group results are prepared in accordance with New Zealand Generally Accepted Accounting Practice (“NZ GAAP”)

and comply with International F

inancial Reporting Standards Accounting Standards ("IFRS Accounting Standards") and

New Zealand International Financial Reporting Standards (“NZ IFRS”). These financial statements include a non-NZ GAAP

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

presentation is as follows:

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

E

arnings 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.

The term Store refers to the Group’s 10 operating divisions comprising the four 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.

The Group believes that this non-NZ GAAP measure provides useful information to readers to assist in the understanding of

the financial perf

ormance and position of the Group, but it should not be viewed in isolation, nor considered as a substitute

for measures reported in accordance with IFRS and NZ IFRS. This non-NZ GAAP measure as reported by the Group may not

be comparable to similarly titled amounts reported by other companies.

The following is a reconciliation between this non-GAAP measure and net profit after taxation:

$NZ000's31 Dec 202431 Dec 2023

Store EBITDA before G&A, NZ IFRS 16 and other items194,312178,377

Depreciation(50,118)(46,717)

Net loss on sale of property, plant and equipment (included in depreciation)(1,364)(909)

Lease depreciation(43,669)(42,615)

Lease costs68,17765,558

Amortisation (included in cost of sales)(9,701)(10,071)

G&A expenses(56,625)(58,880)

Gain on lease termination885-

Net impairment(7,845)(8,985)

Other items(177)2,854

Operating profit93,87578,612

Financing expenses(57,042)(56,193)

Net profit before taxation36,83322,419

Taxation expense(10,305)(6,156)

NPAT26,52816,263

34Restaurant Brands

Financial
st

atements

for the year ended 31 December 2024

ContentsPage

Directors’ statement36

Consolidated statement of comprehensive income37

Consolidated statement of changes in equity38

Consolidated statement of financial position39

Consolidated statement of cash flows40

Notes to and forming part of the consolidated financial statements42

Independent auditor’s report75

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

The results are for the year ended 31 December 2024 as compared to the year ended 31 December 2023.

Note disclosures are grouped into five sections which the Directors consider most relevant when evaluating the financial

perf

ormance and position of the Group.


SectionNote Reference

Performance1 to

4

Funding and equity5 to 8

Working capital9 to 13

Long term assets14 to 16

Other notes17 to 26

Material accounting policies which are relevant to an understanding of the financial statements and which summarise the

me

asurement basis used are provided throughout the notes and are denoted by the highlight surrounding the text.

Annual Report 202435

Directors’ statement
for the year ended 31 December 2024

The Directors of Restaurant Brands New Zealand Limited (the Company) are pleased to present

the consolidated financial statements f

or Restaurant Brands and its subsidiaries (together the

Group) for the year ended 31 December 2024 contained on pages 37- 74.

Consolidated financial statements for each financial period fairly present the consolidated

financial position of the Group and its consolidated financial perf

ormance 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 performance and 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 ye

ar ended 31 December 2024.

For and on behalf of the Board:

José Parés

Chairman

Emilio Fullaondo

Director

27 February

202527 February 2025

36Restaurant Brands

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
f

or the year ended 31 December 2024

$NZ000'sNote31 Dec 202431 Dec 2023

Store sales revenue1

,21,393,5981,322,187

Other revenue1

,2

81,14573,064

Total operating revenue1,474,7431,395,251

Cost of goods sold(1,224,463)(1,165,352)

Gross profit250,280229,899

Distribution expenses(9,897)(9,509)

Marketing expenses(71,899)(68,461)

General and administration expenses(66,587)(67,186)

Other income21,0214,700

Other expenses2(9,043)(10,831)

Operating profit93,87578,612

Financing expenses(57,042)(56,193)

Profit before taxation36,83322,419

Taxation expense17(10,305)(6,156)

Profit after taxation attributable to shareholders26,52816,263

Other comprehensive income:

Exchange differences on translating foreign operations19,899955

Other comprehensive income19,899955

Total comprehensive income attributable to shareholders46,42717,218

Basic and diluted earnings per share (cents)321.2613.04

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

financial statements.


Annual Report 202437

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
f

or the year ended 31 December 2024

$NZ000'sNoteShare capital

Foreign currency

translation reserveRetained earningsTotal

For the year ended 31 December 2023

Balance at

1 January 2023154,5658,935129,684293,184

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-95516,26317,218

Transactions with owners

Net dividends distributed--(19,961)(19,961)

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

Balance as at

31 December 2023

8154,5659,890125,986290,441

For the year ended 31 December 2024

Balance at

1 January 2024154,5659,890125,986290,441

Profit

Profit after taxation attributable

to shareholders--26,52826,528

Other comprehensive income

Movement in foreign currency

translation reserve-19,899-19,899

Total other comprehensive income-19,899-19,899

Total comprehensive income-19,89926,52846,427

Transactions with owners

Net dividends distributed--(22,457)(22,457)

Total transactions with owners--(22,457)(22,457)

Balance as at

31 December 2024

8154,56529,789130,057314,411

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

financial statements.

38Restaurant Brands

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
as at 31 December 2024

$NZ000'sNote31 Dec 202431 Dec 2023

Non-current assets

Property, plant and equipment14358,286341,773

Land held for development128,46112,431

Right of use assets15608,015587,649

Sub-lease receivable2,971878

Intangible assets16368,883349,216

Deferred tax assets1763,37754,187

Total non-current assets1,409,9931,346,134

Current assets

Inventories919,02219,761

Trade and other receivables1026,40423,739

Income tax receivable5,2464,600

Cash and cash equivalents1130,83431,584

Total current assets81,50679,684

Total assets1,491,4991,425,818

Equity attributable to shareholders

Share capital8154,565154,565

Reserves829,7899,890

Retained earnings130,057125,986

Total equity attributable to shareholders314,411290,441

Non-current liabilities

Provisions186,0275,354

Deferred income19188477

Loans5284,120288,962

Lease liabilities15708,646674,304

Total non-current liabilities998,981969,097

Current liabilities

Income tax payable5,895-

Trade and other payables13134,938131,339

Provisions181,8711,689

Lease liabilities1534,50931,984

Deferred income198941,268

Total current liabilities178,107166,280

Total liabilities1,177,0881,135,377

Total equity and liabilities1,491,4991,425,818

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

financial statements.

Annual Report 202439

CONSOLIDATED STATEMENT OF CASH FLOWS
f

or the year ended 31 December 2024

$NZ000'sNote31 Dec 202431 Dec 2023

Cash flow from operating activities

Cash was provided by / (applied to):

Receipts from customers1,471,5071,394,168

Payments to suppliers and employees(1,269,222)(1,197,705)

Interest paid(21,483)(20,071)

Interest paid on leases15(36,227)(35,303)

Payment of income tax(11,942)(13,252)

Net cash from operating activities132,633127,837

Cash flow from investing activities

Cash was provided by / (applied to):

Payment for intangible assets(588)(1,562)

Purchase of property, plant and equipment(56,914)(79,359)

Purchase of land held for development-(5,347)

Proceeds from disposal of property, plant and equipment4,0491,545

Net cash used in investing activities(53,453)(84,723)

Cash flow from financing activities

Cash was provided by / (applied to):

Proceeds from loans181,702444,535

Repayment of loans(209,127)(436,876)

Dividends paid to shareholders4(22,457)(19,961)

Payments for lease principal(31,950)(29,462)

Net cash used in financing activities(81,832)(41,764)

Net (decrease)/increase in cash and cash equivalents(2,652)1,350

Foreign exchange movements1,902365

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

Cash and cash equivalents at the end of the year30,83431,584

Cash and cash equivalents comprise:

Cash on hand11728691

Cash at bank1130,10630,893

30,83431,584

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

financial statements.

40Restaurant Brands

CONSOLIDATED STATEMENT OF CASH FLOWS
(CONTINUED)

for the year ended 31 December 2024

$NZ000'sNote31 Dec 202431 Dec 2023

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

Total profit after taxation attributable to shareholders26,52816,263

Add items classified as investing activities:

Loss on disposal of property, plant and equipment146211,948

Loss on disposal of intangibles468-

1,0891,948

Add / (less) non-cash items:

Depreciation14

, 1593,78789,332

Lease termination(885)(792)

Increase in provisions856667

Amortisation of intangible assets169,70110,071

Impairment on property, plant and equipment147,3856,861

Impairment on intangible assets164602,124

Net increase in deferred tax assets17(7,295)(10,520)

104,00997,743

Add / (less) movement in working capital:

Decrease in inventories1,0385,388

Increase in trade and other receivables(1,424)(7,167)

(Decrease)/increase in trade and other payables(4,265)10,239

Increase in income tax payable5,6583,423

1,00711,883

Net cash from operating activities132,633127,837

Reconciliation of movement in loans

Opening balance288,962280,281

Net (repayments)/proceeds from loans(27,425)7,659

Decrease in prepaid facility costs121143

Foreign exchange movement22,462879

Closing balance5284,120288,962

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

financial statements.

Annual Report 202441

Notes to and forming
p

art of the consolidated

financial statements

for the year ended 31 December 2024

NotePage

Basis of preparation44

Performance

1. Segmental reporting46

2. Revenue and expenses48

3. Earnings per share50

4. Dividend distributions50

Funding and equity

5. Loans51

6. Financial assets and financial liabilities53

7. Financial risk management54

8. Equity and reserves56

Working capital

9. Inventories57

10. Trade and other receivables57

11. Cash and cash equivalents57

12. Land held for development58

13. Trade and other payables58

Long term assets

14. Property, plant and equipment59

15. Leases62

16. Intangible assets64

Other notes

17. Taxation68

18. Provisions70

19. Deferred income71

20. Related party transactions71

21. Commitments72

22. Contingent liabilities72

23. Subsequent events72

24. Fees paid to auditor72

25. Donations72

26. Deed of Cross Guarantee73

42Restaurant Brands

NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
f

or the year ended 31 December 2024

The reporting entity is the consolidated group (the “Group”) comprising the parent entity Restaurant Brands New Zealand

Limited (the “Company”) and its subsidiaries. R

estaurant Brands New Zealand Limited 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

P

art 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:

NameNature

Restaurant Brands LimitedRestaurant operating

Restaurant Brands Australia Pty LimitedRestaurant operating

QSR Pty LimitedRestaurant 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 LimitedRestaurant operating

RBD US Holdings LimitedInvestment holding

Pacific Island Restaurants Inc.Investment holding

TD Food Group Inc.Investment holding

RB Holdings LimitedInvestment holding

RBP Holdings LimitedInvestment holding

RBDNZ Holdings LimitedInvestment holding

RBN Holdings LimitedInvestment holding

Restaurant Brands Australia Holdings Pty LimitedInvestment holding

Restaurant Brands Properties LimitedProperty holding

Restaurant Brands Nominees LimitedNon-trading

Restaurant Brands Pizza LimitedNon-trading

Annual Report 202443

NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
f

or the year ended 31 December 2024

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 applic

able 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, and

when applic

able 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.

These audited consolidated financial statements were authorised for issue on 27 February 2025 by the Board of Directors

who do not have the power to amend afterwards.

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 ha

ving 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 2024 that had

a material impact on these consolidated financial statements.

In May 2024, the External Reporting Board introduced NZ IFRS 18 Presentation and Disclosure in Financial Statements (NZ

IFRS 18) (ef

fective for annual reporting periods beginning on or after 1 January 2027). This standard replaces NZ IAS 1 and

primarily introduces a defined structure for the statement of comprehensive income, disclosure of management-defined

performance measures (a subset of non-GAAP measures) in a single note, together with reconciliation requirements. The

Group has not early adopted this standard and is yet to assess its impacts.

On 14 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 on or before 30 April 2025 as per the blanket exemption issued during

the reporting period.

Expected changes to income tax legislation

On

8 October 2021, 136 countries, which are part of the OECD/G20 Inclusive Framework (IF), 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 15.0% 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 NZ IFRS financial statements is complex

and poses a number of practic

al challenges. It is not immediately apparent how entities would apply the principles and

requirements in NZ 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

44Restaurant Brands

NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
f

or the year ended 31 December 2024

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 2024, the Pillar Two requirements have been enacted in Australia and New Zealand. However in New

Zealand the rules are effective from 1 January 2025. The Group is closely monitoring the enaction process in jurisdictions

where it operates and its potential impact on the Group operations and the consolidated financial statements. Further

details are disclosed in note 17.

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:

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

E

arnings Before Interest, Tax, Depreciation, 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.

•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.

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.

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. E

stimates 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

are

a. The Group continues to monitor its exposure to climate related risk and related regulatory requirements. The Group's

Environmental, Social and Governance (ESG) Management Committee assesses 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.

Annual Report 202445

NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
f

or the year ended 31 December 2024

PERFORMANCE

1. SEGMENTAL REPORTING

The Group is organised into five operating segments, depicting the four geographically distinct operating divisions: New

Z

ealand, Australia, Hawaii and California, and the corporate support function located in New Zealand. Operating segments

are reported in a manner consistent with the internal reporting provided to the chief operating decision makers. The chief

operating decision makers, responsible for allocating resources and assessing performance of the operating segments,

have been identified as the Chief Executive Officer (CEO) and Chief Financial Officer (CFO). The chief operating decision

makers consider the performance of the business from a geographic perspective, while the performance of the corporate

support function is assessed separately.

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

segment revenues, Store EBITDA before G&A, NZ IFRS 16, other items, and operating profit. Operating profit refers to

earnings before financing expenses and taxation expense. Revenue is from external customers.

Segment assets include items directly attributable to the segment. Segment capital expenditure is the total cost

incurred during the period to acquire property, plant and equipment and intangible assets other than goodwill. T

he

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.

46Restaurant Brands

NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
f

or the year ended 31 December 2024

31 December

2024

$NZ000'sNew ZealandAustraliaHawaiiCalifornia

Corporate

support

functionTotal

Business segment

Store sales revenue625,904309,930280,317177,447-1,393,598

Other revenue78,449-2,6906-81,145

Total operating revenue704,353309,930283,007177,453-1,474,743

Store EBITDA before G&A

expenses, NZ IFRS 16 and

other items104,03335,21847,3887,673-194,312

G&A expenses(14,858)(14,275)(12,579)(11,411)(3,502)(56,625)

89,17520,94334,809(3,738)(3,502)137,687

Other income--903118-1,021

Other expenses-(453)-(745)-(1,198)

Impairment charges(306)(6,011)(346)(1,182)-(7,845)

Depreciation(23,644)(14,046)(9,045)(4,732)(15)(51,482)

Amortisation(1,024)(1,194)(1,539)(5,790)(154)(9,701)

Adjustments for NZ IFRS 1610,8066,9163,0744,597-25,393

Operating profit/(loss)75,0076,15527,856(11,472)(3,671)93,875

Financing expenses(15,249)(16,490)(6,300)(19,002)(1)(57,042)

Taxation expense(18,005)3,337(2,470)5,8051,028(10,305)

Net profit/(loss) after

taxation (NPAT)41,753(6,998)19,086(24,669)(2,644)26,528

Current assets38,60812,28014,33916,279-81,506

Non-current assets

e

xcluding deferred tax

369,202360,110314,036303,268-1,346,616

Total assets excluding

deferred tax407,810372,390328,375319,547-1,428,122

Capital expenditure

including intangible assets35,94612,8006,0931,930-56,769

Annual Report 202447

NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
f

or the year ended 31 December 2024

31 December

2023

$NZ000'sNew ZealandAustraliaHawaiiCalifornia

Corporate

support

functionTotal

Business segment

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

Other revenue71,0394231,493109-73,064

Total operating revenue642,810310,473261,170180,798-1,395,251

Store EBITDA before G&A

expenses, NZ IFRS 16 and

other items80,48237,79645,04015,059-178,377

G&A 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--4,700

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)(47,626)

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

Adjustments for NZ IFRS 169,9606,3252,8213,837-22,943

Operating profit/(loss)53,29412,42628,199(9,798)(5,509)78,612

Financing expenses(15,143)(16,187)(7,024)(17,803)(36)(56,193)

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

NPAT26,772(3,231)15,689(18,975)(3,992)16,263

Current assets34,80517,40217,37010,107-79,684

Non-current assets

e

xcluding deferred tax

351,564367,547287,112285,724-1,291,947

Total assets excluding

deferred tax386,369384,949304,482295,831-1,371,631

Capital expenditure

including intangible assets42,81320,62310,17412,170-85,780

The G&A expenses in the segmental reporting note include EBITDA related to transactions with Independent Franchisees

of $9.5 million (Dec 2023: $7.7 million) and e

xclude depreciation and amortisation expense of $0.8 million (Dec 2023:

$0.9 million) and NZ IFRS 16 adjustments of $0.3 million (Dec 2023: $0.3 million).

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 e

xcluding Goods and Services Tax (GST), and Sales Tax in California and Hawaii.

48Restaurant Brands

NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
f

or the year ended 31 December 2024

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 enf

orceable 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's31 Dec 202431 Dec 2023

Royalties paid82,25078,126

Royalties are recognised as an expense as revenue is earned.

Wages and salaries

$NZ000's31 Dec 202431 Dec 2023

Wages and salaries400,715373,860

(Decrease) / increase in liability for long service leave(224)58

400,491373,918

Liabilities for wages and salaries, including non-monetary benefits and accumulating sick leave, that are expected to

be settled wholly within 12 months af

ter 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's31 Dec 202431 Dec 2023

Lease expenses9,54810,954

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's31 Dec 202431 Dec 2023

Net insurance recovery9034,700

Other118-

Total other income1,0214,700

Annual Report 202449

NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
f

or the year ended 31 December 2024

Insurance Recovery

The current year amount relates to additional insurance proceeds received in 2024 regarding the Maui wildfires in Hawaii.

Other expenses

$NZ000's31 Dec 202431 Dec 2023

Net impairment of property, plant and equipment, and intangible assets7,8458,985

Store closures746596

Other4521,250

Total other expenses9,04310,831

Store closures and net impairment of property, plant, and equipment and intangible assets

The Group continued to face challenges in the California and Australia divisions as a result of reduced household spending

impacting sales and margins, and the 29% incre

ase in the minimum wage in California. As part of the portfolio optimisation

plan, four stores were closed in California which resulted in net assets write down of $0.7 million (Dec 2023: $0.6 million

relating to one store closure in Australia). A detailed review of property, plant and equipment, intangible assets, and right

of use assets of stores at the year end identified impairment indicators in several stores. Based on further analysis a net

impairment charge of $7.8 million was recognised during the year (Dec 2023: $9.0 million).

3. EARNINGS PER SHARE

31 Dec 202431 Dec 2023

Basic and diluted earnings per share

Profit after taxation attributable to the shareholders ($NZ000's)26,52816,263

Weighted average number of shares on issue (000's)124,759124,759

Basic earnings per share (cents)21.2613.04

Basic earnings per share (EPS) is calculated by dividing the profit or loss attributable to ordinary shareholders of the

Company b

y 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.

4. DIVIDEND DISTRIBUTIONS

$NZ000's31 Dec 202431 Dec 2023

Final dividend paid April 2023 (16 cents per share)-19,961

Special dividend paid December 2024 (18 cents per share)22,457-

22,45719,961

50Restaurant Brands

NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
f

or the year ended 31 December 2024

FUNDING AND EQUITY

5. LOANS

$NZ000's31 Dec 202431 Dec 2023

Secured bank loans denominated in:

NZD22,00034,000

AUD94,41495,730

USD168,037159,684

Secured bank loans284,451289,414

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

As at

31 December 2024 the Group's loans are non-current.

Non-current284,451289,414

Secured bank loans284,451289,414

$NZ000's

Secured bank loans284,451289,414

Less prepaid facility fees(331)(452)

Loan balance284,120288,962

Included in the loans balance in the consolidated statement of financial position is $0.3 million (Dec 2023: $0.5 million)

relating to prepaid facility f

ees that are being amortised over the term of the loan facilities.

Facilities

On

15 December 2022 the Group renewed its bank facilities.

The facilities are split between NZD, USD and AUD tranches, most of the tranches are four-year terms with the remainder

e

xpiring in five years.

The Group has loan facilities in place totalling $405.1 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

Ne

w 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 $4.0 million across various properties leased in Australia and an obligation to

provide standb

y letters of credit totalling $4.5 million in California. The California letters of credit expired in April 2024 and

have not yet been renewed.

The Group is subject to a number of externally imposed bank covenants as part of the terms of its secured bank

loan facilities.

Annual Report 202451

NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
f

or the year ended 31 December 2024

The most significant covenants relating directly to capital management are the ratio of total debt to earnings before

interest, tax, depreciation and amortisation (EBITD

A) 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

1

to fixed charges), with EBITDAL being EBITDA before lease costs, fixed charges

comprising interest and le

ase 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 tre

atment 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 2023: no breaches). There are also no

f

orecast breaches of covenants.

For more information about the Group’s exposure to interest rate and foreign currency risk see note 7.

Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated

at amortised cost; any dif

ference 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.

Financing expenses

$NZ000's31 Dec 202431 Dec 2023

Financing expenses - leases (NZ IFRS 16)36,22735,302

Financing expenses - bank20,81520,891

Financing expenses57,04256,193

Financing expenses comprise: interest payable on borrowings calculated using the effective interest rate method;

interest received on funds invested c

alculated using the effective interest rate method; lease interest (note 15); 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.

1

Earnings Before Interest, Tax, Depreciation, Amortisation and Lease costs. EBITDAL measure is used by the banks, with the Group’s total fixed charge

coverage ratio based on this figure.

52Restaurant Brands

NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
f

or the year ended 31 December 2024

6. 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 me

asured subsequently at fair value either through OCI or through profit or loss.

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. T

hey are included in current assets, except for maturities greater than 12 months after the

consolidated statement of financial position date. These are classified as non-current assets. The Group’s loans and

receivables comprise trade receivables, other receivables 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 e

vidence 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 pa

yables 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.

F

inancial 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

currenc

y 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 instruments as at

31 December 2024 (Dec 2023: nil).

Financial assets and financial liabilities at amortised cost by category

$NZ000's31 Dec 202431 Dec 2023

Loans and receivables at amortised cost

Trade receivables11,60812,135

Other receivables4,5003,372

Cash and cash equivalents30,83431,584

46,94247,091

Financial liabilities at amortised cost

Loans (excluding prepaid facility fees)284,451289,414

Trade and other payables (excluding indirect and other taxes and employee benefits)91,72489,583

376,175378,997

Annual Report 202453

NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
f

or the year ended 31 December 2024

7. 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 ma

y 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. T

he 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 ha

ve 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 A

ustralia 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 da

ys. The interest rates are reset at the end of each term. As such, at balance date, the Group’s loans of $284.5 million

(Dec 2023: $289.4 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. T

here 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 2024 (Dec 2023: nil).

(c) Liquidity risk

In respect of the Group’s cash balances and non-derivative financial liabilities, the following table analyses the amounts into

rele

vant 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 2024

Cash on hand-728728-

Cash at bank3.75%30,10630,106-

Bank term loan - principal (NZD)7.63%(22,000)-(22,000)

Bank term loan - principal (AUD)6.47%(94,414)-(94,414)

Bank term loan - principal (USD)6.37%(168,037)-(168,037)

Bank term loan - expected interest6.50%(52,119)(18,141)(33,978)

Trade and other payables (excluding indirect and other taxes

and employee benefits)

-(91,724)(91,724)-

(397,460)(79,031)(318,429)

54Restaurant Brands

NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
f

or the year ended 31 December 2024

$NZ000's

Effective

interest ratesTotal

Less than

1 year

Between

1 and 5 years

31 Dec 2023

Cash on hand-691691-

Cash at bank5.00%30,89330,893-

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

Bank term loan - principal (AUD)6.50%(95,730)-(95,730)

Bank term loan - principal (USD)7.34%(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)

Prudent liquidity risk management implies the availability of funding through adequate amounts of committed credit

facilities. T

he 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

c

ash basis. The Group has bank funding facilities, excluding overdraft facilities, of $405.1 million (Dec 2023: $376.1 million)

available at variable rates. The amount undrawn at 31 December

2024 was $120.7 million (Dec 2023: $86.7 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's31 Dec 202431 Dec 2023

Within one year71,08365,827

One to five years290,985252,695

Beyond five years872,128838,967

1,234,1961,157,489

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

pa

yments, 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. T

he 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 2023: nil).

At

31 December 2024 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 2023: nil).

(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 b

y 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

e

arnings. Over the longer term, however, permanent changes in foreign exchange and interest rates on a weighted average

balance will have an impact on profit.

Annual Report 202455

NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
f

or the year ended 31 December 2024

At

31 December 2024 it is estimated that a general increase of one percentage point in interest rates would decrease the

Group profit before income tax by approximately $2.8 million (Dec 2023: $2.9 million), however equity would decrease by

$2.1 million (Dec 2023: $2.2 million). A one percentage point decrease in interest rates would increase the Group profit

before income tax by approximately $2.8 million (Dec 2023: $2.9 million), however equity would increase by $2.1 million (Dec

2023: $2.2 million).

A general increase of one percentage point in the value of the New Zealand dollar against other foreign currencies would

ha

ve 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 and 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 c

apital 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 c

apital to shareholders, or issue new shares.

8. EQUITY AND RESERVES

Share capital

31 Dec 202431 Dec 202431 Dec 202331 Dec 2023

Number$NZ000'sNumber$NZ000's

Share capital124,758,523154,565124,758,523154,565

The issued and authorised capital of the Company represents ordinary fully paid up shares. The par value is nil (Dec

2023: 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's31 Dec 202431 Dec 2023

Foreign currency translation reserve29,7899,890

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

statements of the f

oreign currency operations.

56Restaurant Brands

NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
f

or the year ended 31 December 2024

WORKING CAPITAL

9. INVENTORIES

$NZ000's31 Dec 202431 Dec 2023

Raw materials and consumables19,02219,761

Inventories recognised as an expense during the period ended

31 December 2024 amounted to $405.8 million (Dec 2023:

$403.5 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. T

he 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.

10. TRADE AND OTHER RECEIVABLES

$NZ000's31 Dec 202431 Dec 2023

Trade receivables11,60812,135

Prepayments10,2968,232

Other receivables4,5003,372

26,40423,739

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

f

ollowing currencies:

NZD13,68610,205

AUD4,5876,960

USD8,1316,574

26,40423,739

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 e

xpected 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, therefore all are classified as current.

11. CASH AND CASH EQUIVALENTS

$NZ000's31 Dec 202431 Dec 2023

Cash on hand728691

Cash at bank30,10630,893

30,83431,584

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

f

ollowing currencies:

NZD9,8208,494

AUD6,1538,147

USD14,86114,943

30,83431,584

Annual Report 202457

NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
f

or the year ended 31 December 2024

Included in cash and cash equivalents are credit card receipts and delivery receipts that are in transit at balance date.

T

he cash and cash equivalents disclosed above also include $2.0 million held by the Accident Fund Insurance Company

of America. These funds are subject to regulatory restrictions and are therefore not available for general use by the

Group entities.

12. LAND HELD FOR DEVELOPMENT

$NZ000's31 Dec 202431 Dec 2023

Land held for development8,46112,431

As at 31 December 2024 there was $8.5 million relating to land in New Zealand that has been purchased for use in

developing new stores in the future (Dec 2023: $12.4 million).

13. TRADE AND OTHER PAYABLES

$NZ000's31 Dec 202431 Dec 2023

Trade payables59,08155,236

Other payables and accruals32,64334,347

Employee benefits30,53131,438

Indirect and other taxes12,68310,318

134,938131,339

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

f

ollowing currencies:

NZD74,66874,859

AUD22,20423,507

USD38,06632,973

134,938131,339

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

ef

fective interest method.

58Restaurant Brands

NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
f

or the year ended 31 December 2024

LONG TERM ASSETS

14. PROPERTY, PLANT AND EQUIPMENT

$NZ000'sLand

Leasehold

improvements

Plant,

equipment

and fittingsMotor vehicles

Capital work in

progressTotal

Cost

Balance as at

31 December 20224,494385,450153,3272,29721,931567,499

Additions----78,87178,871

Transfers from work in progress-51,04926,005330(77,384)-

Disposals-(7,107)(4,192)(316)(212)(11,827)

Movement in exchange rates133915015460

Balance as at 31 December 20234,507429,783175,1902,31223,211635,003

Additions----58,85158,851

Transfers from work in progress2,67023,45929,634315(56,078)-

Disposals-(25,739)(17,814)(213)(129)(43,895)

Movement in exchange rates10518,4277,2688167526,556

Balance as at 31 December 20247,282445,930194,2782,49526,530676,515

Accumulated depreciation

Balance as at 31 December 2022-(161,905)(81,383)(1,564)-(244,852)

Charge-(28,551)(17,786)(380)-(46,717)

Disposals-4,5112,258281-7,050

Movement in exchange rates-1532(1)-46

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

Charge-(31,578)(18,255)(285)-(50,118)

Disposals-21,50516,760211-38,476

Movement in exchange rates-(5,424)(3,837)(58)-(9,319)

Balance as at 31 December 2024-(201,427)(102,211)(1,796)-(305,434)

Impairment

Balance as at 31 December 2022-(3,174)(171)--(3,345)

Utilised/disposed-1,3686-(56)1,318

Impairment created-(5,701)(1,085)-(75)(6,861)

Movement in exchange rates-9631-4131

Balance as at 31 December 2023-(7,411)(1,219)-(127)(8,757)

Utilised/disposed-2,5111,348-1313,990

Impairment created-(7,209)(176)--(7,385)

Movement in exchange rates-(590)(49)-(4)(643)

Balance as at 31 December 2024-(12,699)(96)--(12,795)

Carrying amounts

Balance as at 31 December 20224,494220,37171,77373321,931319,302

Balance as at 31 December 20234,507236,44277,09264823,084341,773

Balance as at 31 December 20247,282231,80491,97169926,530358,286

Depreciation expense

$NZ000's31 Dec 202431 Dec 2023

Depreciation expense50,11846,717

Disposal of property, plant and equipment

Net loss on disposal of property, plant and equipment (included in depreciation expense)(1,364)(909)

Net gain/(loss) on disposal of property, plant and equipment (included in other expenses)743(1,039)

Annual Report 202459

NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
f

or the year ended 31 December 2024

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 lif

e.

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.

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

and general and administration e

xpenses.

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

.

60Restaurant Brands

NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
f

or the year ended 31 December 2024

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.

Impairment charge is recognised in other expenses in the consolidated statement of the comprehensive income.

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

store assets f

or 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. T

he 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 mone

y and the business risk of the cash generating unit.

•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 b

y 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 f

our 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.

Annual Report 202461

NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
f

or the year ended 31 December 2024

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

31 Dec 202431 Dec 2023

Key assumptions

Percentage

used %

Percentage

used %

Percentage

used %

Percentage

used %

Percentage

used %

Percentage

used %

Percentage

used %

Percentage

used %

NZAustraliaHawaiiCaliforniaNZAustraliaHawaiiCalifornia

Store sales growth2.1 – 5.70.1 – 6.01.2 – 4.51.0 – 25.02.7 – 20.4-4.0 – 14.8-24.0 – 10.53.0 – 15.0

Store

EBITD

A margin

-4.6 – 8.6-38.2 – 10.0-5.4 – 7.2-23.9 – 6.4-18.6 – 9.6-38.4 – 10.0-12.0 – 8.8-62.2 – 8.8

Store EBITDA

margin

terminal year

1.0 – 8.6-1.0 – 10.00.9 – 7.2-14.4 – 6.4-14.1 – 13.2-15.1 – 12.10.9 – 9.3-12.8 – 9.5

Terminal

growth rate

2.12.52.12.12.12.52.32.3

Discount rate7.2 – 10.67.0 - 7.28.26.68.5 – 9.47.39.17.5

Number of

stores impaired

2513-219

Impairment value

$NZ millions*

$0.30$6.00$0.30$1.20-$2.60$0.60$5.80

*Included in the net impairment value of $7.8 million in 2024 is $1.5 million relating to the impairment of intangible assets

(Dec 2023: $2.1 million).

Based on the calculations, an impairment of $7.8 million was recognised during the financial year (Dec 2023: $9.0 million)

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

part of other e

xpenses. This comprised eleven stores with recoverable amounts lower than their respective carrying value

of assets.

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

ga

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

amount and determine if 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 due to the improved performance for the year ended 31 December 2024 (Dec 2023: nil).

15. 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 rene

wal 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.

62Restaurant Brands

NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
f

or the year ended 31 December 2024

Right of use assets (ROU assets)

$NZ000's31 Dec 202431 Dec 2023

Opening balance587,649607,765

Depreciation(43,669)(42,615)

Modifications to existing right of use assets8,0164,215

Additions20,38516,388

Foreign exchange movement35,6341,896

Closing balance608,015587,649

Additions relate to new leases entered into by the Group.

The Group's 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 with a corresponding lease liability. Each lease

pa

yment 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

re

view, 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 le

ases.

Payments associated with short term leases and leases of low value assets are recognised on a straight line basis as an

e

xpense 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.

Annual Report 202463

NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
f

or the year ended 31 December 2024

Lease liabilities

$NZ000's31 Dec 202431 Dec 2023

Opening balance706,288714,931

Cash flow payments(68,165)(65,381)

Interest36,22735,117

Modifications to existing lease liabilities8,6573,493

Additions19,83916,340

Foreign exchange movement40,3091,788

Closing balance743,155706,288

Current lease liabilities34,50931,984

Non-current lease liabilities708,646674,304

743,155706,288

The weighted average incremental borrowing rate applied to lease additions during the year was 7.1% (Dec 2023: 7.4%).

16. INTANGIBLE ASSETS

$NZ000'sGoodwillFranchise fees

Concept

development

costs

Acquired

software costsTotal

Cost

Balance as at

31 December 2022286,411101,78580112,372401,369

Additions-813-7491,562

Disposals-(372)-(1,427)(1,799)

Movement in exchange rates1,029416-71,452

Balance as at

31 December 2023

287,440102,64280111,701402,584

Additions-583-5588

Disposals-(3,904)-(6,532)(10,436)

Movement in exchange rates23,78510,767-1034,562

Balance as at

31 December 2024

311,225110,0888015,184427,298

Accumulated amortisation and impairment

Balance as at

31 December 2022(831)(30,148)(746)(11,308)(43,033)

Charge-(9,497)-(574)(10,071)

Disposals-409-1,3571,766

Impairment-(2,124)--(2,124)

Movement in exchange rates-95-(1)94

Balance as at

31 December 2023

(831)(41,265)(746)(10,526)(53,368)

Charge-(9,223)-(478)(9,701)

Disposals-3,198-6,5329,730

Impairment-(460)--(460)

Movement in exchange rates-(4,610)-(6)(4,616)

Balance as at

31 December 2024

(831)(52,360)(746)(4,478)(58,415)

Carrying amounts

Balance as at

31 December 2022285,58071,637551,064358,336

Balance as at

31 December 2023

286,60961,377551,175349,216

Balance as at

31 December 2024

310,39457,72855706368,883

64Restaurant Brands

NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
f

or the year ended 31 December 2024

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 lif

e. 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. T

hey 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 lif

e 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 take

away 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 lif

e of 3-8 years.

Amortisation

Amortisation charge is recognised in cost of goods sold in the consolidated statement of comprehensive income.

Impairment

Impairment charge is recognised in other expenses in the consolidated statement of comprehensive income.

$NZ000's31 Dec 202431 Dec 2023

Amortisation of intangible assets9,70110,071

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 c

arrying 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 f

or internal management purposes.

Annual Report 202465

NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
f

or the year ended 31 December 2024

Allocation of goodwill by CGU:

$NZ000's31 Dec 202431 Dec 2023

KFC Australia117,554114,434

KFC New Zealand6,5996,599

Pizza Hut New Zealand7,4347,434

Pizza Hut and Taco Bell Hawaii144,836128,097

KFC and Taco Bell California33,97130,045

Total goodwill310,394286,609

In 2024 the recoverable amount of each CGU was based on fair value less costs of disposal approach. Fair value less

costs of disposal was determined b

y discounting the future net cash flows generated from the continuing use of the CGU,

less disposal cost of 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 the

2025–2028 financial plan as approved by the Board of Directors.

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

31 Dec 202431 Dec 202431 Dec 202431 Dec 202331 Dec 202331 Dec 2023

Brand

Store sales

growth

2025-2028

%

Store EBITDA

margin

2025-2028

%

Discount rate

%

Store sales

growth

2024-2026

%

Store EBITDA

margin

2024-2027

%

Discount rate

%

KFC Australia6.8 - 11.714.8 - 15.47.18.6 - 9.414.8 - 15.97.3

KFC New Zealand3.8 - 6.517.8 - 20.17.76.2 - 7.117.5 - 20.79.0

Pizza Hut New Zealand4.0 - 8.55.410.63.8 - 6.95.111.3

Pizza Hut and Taco

Bell Hawaii4.1 - 6.117.8 - 19.08.23.7 - 6.016.9 - 17.79.1

KFC and Taco

Bell California1.7 - 8.36.7 - 10.36.61.8 - 10.16.0 - 11.07.5

The terminal growth rate is calculated on a CGU basis, based on the 2028 year and assumes a continuous sales growth

equal to the minimum of projected inflation estimates of 2.1% to 2.5% (Dec 2023: 2.1% 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 e

xternal sources and internal sources including Board approved forecasts (historical data). The key

assumptions are detailed below:

•Store Sales growth – Average annual growth rate over the four-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.

•Store EBITDA margin 2025–2028. Based on past performance and management’s expectations for the future. Store

EBITD

A 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 e

xpected long-term inflation for each territory in which the CGU operates.

•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 following CGUs any reasonably possible change in the key assumptions used in the calculations would not

c

ause the carrying amount to exceed its recoverable amount:

•New Zealand KFC

•New Zealand Pizza Hut

66Restaurant Brands

NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
f

or the year ended 31 December 2024

•Hawaii Taco Bell and Pizza Hut

•Australia KFC

No impairment was recognised in this financial year for the California CGU goodwill, however, a decrease to 3.7%-7.3%

for the Store EBITDA margin percentage assumption would result in the carrying amount being equal to the recoverable

amount (breakeven point).

Annual Report 202467

NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
f

or the year ended 31 December 2024

OTHER NOTES

17. TAXATION

Current and deferred taxes are calculated on the basis of tax rates enacted or substantially enacted at reporting date

and are recognised in profit or loss e

xcept 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 tax is recognised in respect of temporary differences between the tax bases of assets and liabilities

and their c

arrying amounts in the consolidated financial statements.

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

balance date and are e

xpected to apply when the related deferred income tax asset is realised or the deferred tax

liability is settled. Deferred income tax 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

af

ter 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

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'sNote31 Dec 202431 Dec 2023

Total profit before taxation for the period136,83322,419

Taxation expense1(10,305)(6,156)

Net profit after income tax26,52816,263

Taxation expense using the Company’s domestic tax rate(28.0%)(10,313)(28.0%)(6,277)

Other3.0%1,103(2.6%)(585)

Adjustments due to different jurisdictions(3.0%)(1,095)3.1%706

Taxation expense(28.0%)(10,305)(27.5%)(6,156)

Taxation expense comprises:

Current tax expense(17,600)(16,676)

Deferred tax expense7,29510,520

(10,305)(6,156)

68Restaurant Brands

NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
f

or the year ended 31 December 2024

OECD Pillar Two model rules

The Group is within the scope of the OECD Pillar Two model rules, also referred to as GloBE (Global anti-Base Erosion). As of

31 December

2024 the Pillar Two legislation was enacted in New Zealand, the jurisdiction in which Restaurant Brands New

Zealand Limited is incorporated. The rules will come into effect in New Zealand from 1 January 2025. The Group applies the

NZ IAS 12 exception to recognising and disclosing information about deferred tax assets and liabilities related to Pillar Two

income taxes. Under the legislation, the Group is liable to pay a top-up tax for the difference between the GloBE effective

tax rate for each jurisdiction and the 15% minimum rate. Pillar Two is effective in Australia from 1 January 2024 and although

the legislation has not yet been enacted in the USA, the Group has effective tax rates that exceed 15% in all jurisdictions in

which it operates. Based on the status of the implementation process and the effective tax rate above 15% the rules are not

expected to have a material impact.

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%

f

or California, and 26% for Hawaii (Dec 2023: 28% New Zealand, 30% Australia, 28% for California and 26% for Hawaii).

$NZ000's31 Dec 202431 Dec 2023

Imputation credits available for subsequent reporting periods42,79135,801

Taxation – consolidated statement of financial position

The following are the major deferred tax assets and deferred tax liabilities recognised by the Group and movements thereon

during the current and prior ye

ar:

AssetsLiabilitiesNet

$NZ000's31 Dec 202431 Dec 202331 Dec 202431 Dec 202331 Dec 202431 Dec 2023

Property, plant

and equipment17,52915,646(4,037)(4,456)13,49211,190

Inventory7551--7551

Trade and

other receivables--(391)(394)(391)(394)

Provisions6,8836,3653481097,2316,474

Intangible assets76-(2,347)(3,244)(2,271)(3,244)

ROU assets and

le

ase liabilities209,367203,693(171,833)(170,275)37,53433,418

Other7,7076,692--7,7076,692

241,637232,447(178,260)(178,260)63,37754,187

Annual Report 202469

NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
f

or the year ended 31 December 2024

$NZ000's

Balance

31 Dec 2022

Recognised in

consolidated

statement of

comprehensive

income

Foreign currency

translation

Balance

31 Dec 2023

Property, plant and equipment7,0794,124(13)11,190

Inventory59(8)-51

Trade and other receivables(288)(106)-(394)

Provisions4,9011,561126,474

Intangible assets(2,264)(967)(13)(3,244)

Other3,6663,054(28)6,692

Lease liabilities202,856343494203,693

ROU assets(172,382)2,519(412)(170,275)

43,62710,5204054,187

$NZ000's

Balance

31 Dec 2023

Recognised in

consolidated

statement of

comprehensive

income

Foreign currency

translation

Balance

31 Dec 2024

Property, plant and equipment11,1902,588(286)13,492

Inventory5124-75

Trade and other receivables(394)14(11)(391)

Provisions6,4745871707,231

Intangible assets(3,244)1,175(202)(2,271)

Other6,6921328837,707

Lease liabilities203,693(5,408)11,082209,367

ROU assets(170,275)8,183(9,741)(171,833)

54,1877,2951,89563,377

18. PROVISIONS

$NZ000's

Employee

entitlements

Make

good provisionsTotal

Balance at 31 December 20232,3804,6637,043

Created during the period256600856

Used during the period(80)(45)(125)

Foreign exchange movements4876124

Balance at 31 December 20242,6045,2947,898

31 December 2024

Current1,871-1,871

Non-current7335,2946,027

Total2,6045,2947,898

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 le

ase term. The make good provision is classified as non-current.

70Restaurant Brands

NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
f

or the year ended 31 December 2024

19. DEFERRED INCOME

$NZ000's

Balance at

31 December 2023

1,745

Created during the period2,987

Realised during the period(3,738)

Foreign exchange movement88

Balance at

31 December 2024

1,082

31 December

2024

Current894

Non-current188

Total1,082

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 lif

e of the associated contracts.

20. 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 key management or entities related to them

Apart from directors’ fees and key management remuneration, there were no other related party transactions with key

management or any Directors or entities associated with them (Dec 2023: $0.04 million).

Key management and director compensation

Key management personnel comprises the Chief Executive Officer and his direct reports, including the Chief Financial

O

fficer, the four divisional Presidents, Chief Human Resources Officer, Chief Legal & Compliance Officer, and Chief

Development Officer.

$NZ000's31 Dec 202431 Dec 2023

Key management - total benefits5,7466,074

Key management - short term incentive benefit658-

Directors' fees510510

Key management – total benefits of $5.7 million (Dec 2023: $6.1 million) relate to salaries and short-term employee benefits

recognised during the year.

The short term incentive disclosed above of $0.7 million (Dec 2023: nil) was unpaid as at year end 31 December

2024 and is

included in other payables.

Total CEO remuneration

$NZ000'sSalary

Short

term incentive

Long

term incentiveTotal remuneration

31 December

2024838253-1,091

31 December

2023

843636-1,479

In addition to the amounts disclosed above for 2023, there was a one-time compensation benefit awarded to the former

CE

O, Russel Creedy, 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.

Annual Report 202471

NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
f

or the year ended 31 December 2024

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 f

or 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 CEO is 50% of base salary.

In 2024, no long term incentive scheme has been agreed (Dec 2023: nil).

21. COMMITMENTS

Capital commitments

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

$NZ000's31 Dec 202431 Dec 2023

Store development10,13722,447

Point of sale system8185,569

10,95528,016

22. CONTINGENT LIABILITIES

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

certain KF

C employees naming the franchisor, QSR Pty Limited (the Group’s Australian operating subsidiary) and 88 other

franchisees as respondents. The two class actions were subsequently combined into a single proceeding. It is expected that

mediation proceedings will commence in relation to the claim in 2025 with an initial trial process to follow in the event that

the parties fail to reach an agreement to resolve the matter during mediation. As at balance date, there was no material

impact to the consolidated financial statements, however the Group will continue to assess the claim and will update the

market in the event that the claim is expected to have a material impact on the Group.

23. SUBSEQUENT EVENTS

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

24. FEES PAID TO AUDITOR

$NZ000's31 Dec 202431 Dec 2023

Audit and review of consolidated financial statements

Audit and review of consolidated financial statements - PwC1,2011,180

Other assurance services and other agreed-upon procedures engagements - performed

by PwC

Agreed specified procedures on landlord certificates76

Yum! Advertising co-operative report assurance services1412

Greenhouse gas emissions assurance services9389

Greenhouse gas emissions assurance readiness assessment-16

Total other assurance services and other agreed-upon procedures engagements114123

Other services - performed by PwC

Whistleblower services12-

Total other services12-

Total fees paid to auditor1,3271,303

Included in the 2024 audit fee costs are out of pocket expenses of $0.03 million (Dec 2023: $0.03 million) relating to visits to

overse

as divisions.

25. DONATIONS

$NZ000's31 Dec 202431 Dec 2023

Donations99116

72Restaurant Brands

NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
f

or the year ended 31 December 2024

The Group did not make any donations to political parties.

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 2024 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's31 Dec 202431 Dec 2023

Financial information in relation to:

(i) Statement of comprehensive income

Revenue309,930310,050

Earnings before interest and taxation2,4846,917

Finance expense(16,491)(16,223)

Loss before taxation(14,007)(9,306)

Taxation expense4,3652,083

Loss after taxation(9,642)(7,223)

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

Exchange differences on translating foreign operations2,537366

Other comprehensive income2,537366

Total comprehensive loss(7,105)(6,857)

(ii) Summary of movements in retained earnings

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

Total comprehensive loss(7,105)(6,857)

Retained earnings at the end of the year95,514102,619

$NZ000's31 Dec 202431 Dec 2023

(iii) Statement of financial position

Non-current assets

Property, plant and equipment89,84594,703

Right of use assets147,332152,064

Intangible assets122,933120,780

Deferred tax assets19,59014,234

Investment in subsidiaries239,353239,353

Total non-current assets619,053621,134

Current assets

Inventories2,0511,877

Trade and other receivables5,4537,610

Income tax receivable9082,223

Cash and cash equivalents4,7906,626

Total current assets13,20218,336

Annual Report 202473

NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
f

or the year ended 31 December 2024

$NZ000's31 Dec 202431 Dec 2023

Total assets632,255639,470

Equity attributable to shareholders

Share capital154,565154,565

Reserves81(2,456)

Retained earnings(59,132)(49,490)

Total equity attributable to shareholders95,514102,619

Non-current liabilities

Provisions3,2403,054

Lease liabilities167,925168,679

Loans94,28095,546

Total non-current liabilities265,445267,279

Current liabilities

Trade and other payables23,90125,265

Provisions1,5411,377

Lease liabilities11,06510,835

Amounts payable to subsidiaries234,789232,095

Total current liabilities271,296269,572

Total liabilities536,741536,851

Total equity and liabilities632,255639,470

74Restaurant Brands

INDEPENDENT AUDITOR’S REPORT
T

o the shareholders of Restaurant Brands New Zealand Limited

OUR OPINION

In our opinion, the accompanying consolidated financial statements (the financial statements) of Restaurant Brands New

Z

ealand Limited (the Company), including its subsidiaries (the Group), present fairly, in all material respects, the financial

position of the Group as at 31 December 2024, 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 financial statements comprise:

•the consolidated statement of financial position as at 31 December 2024;

•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 financial statements, comprising material accounting policy information and other

e

xplanatory information.

BASIS FOR OPINION

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)) and

International S

tandards 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

A

uditing 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.

In our capacity as auditor and assurance practitioner, our firm provides other assurance services and agreed-upon

procedures. Our firm also provides another service relating to the provision of a whistleblower line

. The firm has no other

relationship with, or interests in, 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

financial statements of the current ye

ar. These matters were addressed in the context of our audit of the financial

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

Annual Report 202475

INDEPENDENT AUDITOR’S REPORT
(CONTINUED)

To the shareholders of Restaurant Brands New Zealand Limited

Description of the key audit matter

Goodwill impairment assessment - KFC and Taco

B

ell California

Goodwill recognised in relation to the KFC and Taco

B

ell California cash-generating unit (CGU) amounted to

$34.0 million as at 31 December 2024 (2023: $30.0 million).

During the year, this CGU incurred a net loss after tax

of $24.7 million (refer to note 1 of the consolidated

financial statements).

Our audit focused on this CGU as its financial performance

has continued to be adversely impacted by cost pressures

combined with the inherent judgement involved in

estimating future business performance.

Management performed an annual impairment assessment

to determine the recoverable amount using a discounted

c

ash flow model under a Fair Value Less Cost of Disposal

(FVLCOD) approach. This was based on the 4-year financial

plan approved by the Board of Directors. The output was

compared to the carrying amount of the associated net

assets, including goodwill held by the KFC and Taco Bell

California CGU.

The recoverable amount (based on the FVLCOD model)

was higher than the c

arrying value and as a result,

no impairment expense was recognised. However,

management identified a certain scenario where a

reasonably possible change in the store EBITDA margin

would result in the carrying amount being equal to its

recoverable amount.

Refer to note 16 of the consolidated financial statements.

How our audit addressed the key audit matter

Our procedures in relation to management’s assessment of

goodwill impairment f

or the KFC and Taco Bell California

CGU, included the following:

•updating our understanding of the business

process applied by management in performing the

impairment test;

•reviewing prior year actual store sales and profitability

against the original budgeted performance to assess

management’s ability to accurately forecast;

•agreeing forecast future performance included in the

FVL

COD impairment assessment to the 4-year financial

plan approved by the Board of Directors;

•challenging key estimates and assumptions used in

the FVLCOD model in relation to: store sales growth,

store EBITDA margin, terminal growth rate and discount

rate and assessing whether these are reasonable with

reference to management initiatives and strategies,

recent monthly financial performance and the risks for

the CGU;

•evaluating whether corporate costs had been allocated

appropriately and included in the cash flows for the CGU;

•engaging our auditor’s valuation expert to assess

the reasonableness 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 calculations and mathematical accuracy of

the FVLCOD model, including the inputs and compared

the recoverable amount to the carrying value of the

CGU’s assets;

•evaluating management’s sensitivity analysis to

ascertain the impact of reasonably possible changes in

key assumptions;

•performing sensitivity analysis and stress testing based

on changes in certain assumptions to evaluate whether

there was an impairment; and

•assessing the adequacy of disclosures in the

consolidated financial statements.

76Restaurant Brands

INDEPENDENT AUDITOR’S REPORT
(CONTINUED)

To the shareholders of Restaurant Brands New Zealand Limited

Description of the key audit matter

Impairment assessment of store property, plant and

equipment, intangible a

ssets and right of use assets

For the year ended

31 December 2024, the Group

recognised impairment of $7.8 million (2023: $9.0 million)

in relation to CGUs in the New Zealand, 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

stores with impairment indic

ators. This  included those

that have experienced continued losses. For these stores,

management 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 were recoverable.  

Key assumptions used in management’s discounted cash

flow model are store sales growth, store EBITDA margin,

store EBITDA margin terminal year, terminal growth rate

and discount rate.

This is a key focus of our audit due to the value of property,

plant and equipment, intangible assets and right of use

assets held b

y the Group.

Refer to notes 14 and 16 of the consolidated

financial statements.

How our audit addressed the key audit matter

Our audit procedures included:

•considering whether the group of assets identified by

management as a CGU is appropriate and rec

alculating

the carrying value of each CGU;

•updating our understanding of the process applied by

management in identifying stores with potential for

impairment and the resulting impairment assessments;

•in addition to stores identified by management, we

developed independent risk assessment criteria to

identify stores with a greater risk of impairment such as

larger asset carrying value stores experiencing sustained

losses and compared to those identified by management

for impairment testing;

•for a sample of stores identified above, we tested

the mathematic

al accuracy of the VIU and/or FVLCOD

impairment models prepared by management and

challenged key assumptions used: store sales growth,

store EBITDA margin and store EBITDA margin terminal

year, by assessing whether management’s assumptions

were reasonable against historical performance and

whether they take account of ongoing uncertainty from

economic challenges. 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; 

•engaging our own auditor’s valuation expert to assess

the reasonableness of the terminal growth rates and

discount rates; 

•evaluating the feasibility of management’s plans to

improve store profitability; 

•evaluating management’s sensitivity analysis to

ascertain the impact of reasonably possible changes in

key assumptions on the recoverable amount; and

•assessing the adequacy of disclosures in the

consolidated financial statements.

Annual Report 202477

INDEPENDENT AUDITOR’S REPORT
(CONTINUED)

To the shareholders of Restaurant Brands New Zealand Limited

Description of the key audit matter

Revenue recognition

The Group’s revenue totalled $1.5 billion (2023: $1.4 billion)

f

or the year ended 31 December 2024. 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 of transactions and significance of

re

venue recognised across four regions, this required

significant auditor attention and was considered to be a key

audit matter.

How our audit addressed the key audit matter

Our audit approach to test revenue is a combination

of controls and substantive testing and included the

f

ollowing procedures:

•updating our understanding of the systems, processes

and controls in place underpinning the accounting and

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, b

y 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

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;

•performing analytics on franchise fees and royalties to

verify completeness of other revenue transactions;

•testing bank and bank clearing account reconciliations

at year end by agreeing material reconciling items to

supporting documents; and

•assessing the adequacy of disclosures in the

consolidated financial statements.

78Restaurant Brands

INDEPENDENT AUDITOR’S REPORT
(CONTINUED)

To the shareholders of Restaurant Brands New Zealand Limited

OUR AUDIT APPROACH

Overview

Overall group materiality: $7.4 million, which represents approximately 0.5%

of total re

venue.

We chose total 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 Ne

w 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 financial

statements. In particular, we considered where management made subjective judgements; f

or 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 financial statements are free from material misstatement. Misstatements ma

y arise due to fraud or

error. They 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 the financial statements.

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

Group materiality f

or the 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 the aggregate, on the financial statements as a whole.

Annual Report 202479

INDEPENDENT AUDITOR’S REPORT
(CONTINUED)

To the shareholders of Restaurant Brands New Zealand Limited

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 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 sc

ale of the business concerned.

OTHER INFORMATION

The Directors are responsible for the other information. The other information comprises the information included in the

A

nnual Report, but does not include the 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 comprising the Annual Report is

expected to be made available to us after that date.

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

audit opinion or assurance conclusion thereon.

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

consider whether the other inf

ormation is materially inconsistent with the financial statements or our knowledge obtained in

the audit, or otherwise appears to be materially misstated.

If, based on the work we have performed on the other information that we obtained prior to the date of this auditor’s report,

we conclude that there is a material misstatement of this other inf

ormation, we are required to report that fact. We have

nothing to report in this regard.

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 FINANCIAL STATEMENTS

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

statements in accordance with NZ IFRS and IFRS A

ccounting Standards, and for such internal control as the Directors

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

due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Group’s ability to continue as a going

concern, disclosing, as applic

able, 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.

80Restaurant Brands

INDEPENDENT AUDITOR’S REPORT
(CONTINUED)

To the shareholders of Restaurant Brands New Zealand Limited

AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the 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. R

easonable

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 financial statements.

A further description of our responsibilities for the audit of the financial statements is located at the External Reporting

B

oard’s website at:

https://www.xrb.govt.nz/standards/assurance-standards/auditors-responsibilities/audit-report-1-1/

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 f

or 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:

PricewaterhouseCoopers

27 February 2025

Auckland

Annual Report 202481

Other information
ContentsPage

Shareholder information83

Statutory information85

Statement of corporate governance88

Corporate directory and financial calendar97

82Restaurant Brands

SHAREHOLDER INFORMATION
as at 28 F

ebruary 2025

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 holdingNumber of security holdersNumber of securities

1 to 4992,24445.68%444,7620.36%

500 to 99975615.39%515,0630.41%

1,000 to1,99989618.24%1,173,9900.94%

2,000 to 4,99961812.58%1,840,6261.48%

5,000 to 9,9992074.21%1,341,6451.08%

10,000 to 49,9991633.32%3,069,2172.46%

50,000 to 99,999130.26%757,1200.61%

100,000 to 499,99960.12%1,235,5010.99%

500,000 to 999,99930.06%2,337,4981.87%

1,000,000 and over70.14%112,043,10189.80%

4,913100.00%124,758,523100.00%

Geographic distribution

New Zealand4,63494.32%118,500,49794.99%

Australia2044.15%6,105,3974.89%

Rest of world751.53%152,6290.12%

4,913100.00%124,758,523100.00%

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

100,360,29580.45%

JPMorgan Chase Bank NA NZ Branch-Segregated Clients Acct - NZCSD <CHAM24>3,273,0692.62%

Citibank Nominees (New Zealand) Limited - NZCSD <CNOM90>3,079,2572.47%

Custodial Services Limited <A/C 4>2,140,3221.72%

New Zealand Depository Nominee Limited <A/C 1 cash account>1,072,8530.86%

Forsyth Barr Custodians Limited <1-CUSTODY>1,066,1210.85%

HSBC Custody Nominees (Australia) Limited1,051,1840.84%

JP Morgan Nominees Australia Limited873,0810.70%

Accident Compensation Corporation - NZCSD <ACCI40>871,0600.70%

BNP Paribas Nominees (NZ) Limited - NZCSD <BPSS40>593,3570.48%

BNP Paribas Nominees (NZ) Limited - NZCSD426,2820.34%

FNZ Custodians Limited280,0890.22%

JA Hong Koo & Pyung Keum Koo160,0000.13%

Guobang Liiu145,2240.12%

BNP Paribas Nominees (NZ) Limited - NZCSD119,1830.10%

NZX WT Nominees Limited <NRWT cash account DTA>104,7230.08%

Adminis Custodial Nominees Limited78,4340.06%

Forsyth Barr Custodians Limited <account 1E>68,6090.05%

Te Iwi Carving Limited63,0000.05%

Stephen Mark Merlicek & Karen Joy Merlicek <Marle super fund A/C>62,0020.05%

115,888,14592.89%

1Included in HSBC Nominees (New Zealand) Limited is 93,591,419 shares owned by Finaccess Restauración, S.L.

Annual Report 202483

SHAREHOLDER INFORMATION
(CONTINUED)

as at 28 February 2025

4. SUBSTANTIAL PRODUCT HOLDERS

The following person had given notices as at

31 December 2024, in accordance with subpart 5 of part 5 of the New Zealand

Financial Markets 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.27 March

2019

93,591,41975.02%

5. SHARES ON ISSUE

As at

31 December 2024, the total number of ordinary shares of the Company was 124,758,523.

6. DIRECTORS’ SECURITY HOLDINGS

As at

31 December 2024, Stephen Ward has an interest in 30,000 fully paid ordinary shares in RBD.

As at 31 December

2024, 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 2024.

84Restaurant Brands

STATUTORY INFORMATION
f

or the year ended 31 December 2024

1. DIRECTORSHIPS

The names of the Directors of the Company as at 31 December 2024 are set out on pages 30-32

of this Annual Report.

Arif Khan is a Director of all subsidiary companies.

Julio Valdés is a Director of Restaurant Brands Limited, RBN Holdings Limited, Restaurant Brands Nominees Limited,

RBDNZ Holdings Limited, R

estaurant Brands Properties Limited, RB Holdings Limited, RBP Holdings Limited, Restaurant

Brands Pizza Limited, Restaurant Brands Australia Pty Limited, Restaurant Brands Australia Holdings Pty Limited,

QSR Pty Limited, RBD US Holdings Limited, Pacific Islands Restaurants Inc., TD Food Group Inc., and RBD California

Restaurants Limited.

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

QSR P

ty Limited.

Kevin Kurihara is a Director of RBD US Holdings Limited, Pacific Islands Restaurants Inc. and TD Food Group Inc.

2. DIRECTORS AND REMUNERATION

$NZ000's31 Dec 2024

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

2024:

(a) Share dealings of Directors

There were no share dealings by Directors during the year ended 31 December 2024.

(b) Loans to Directors

There were no loans to Directors during the year ended

31 December 2024.

Annual Report 202485

STATUTORY INFORMATION
(CONTINUED)

for the year ended 31 December 2024

(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 f

ollows:

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.

DirectorGrupo Finaccess, S.A.P.I. de C.V.

DirectorGlobal Beverage Team - ceased 1 March 2024

DirectorAmRest Holdings SE

H M LimHonorary AdviserAsia New Zealand Foundation

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

ChairmanXoria Limited

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 ma

y 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 A

ct 1993.

86Restaurant Brands

STATUTORY INFORMATION
(CONTINUED)

for the year ended 31 December 2024

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 2024Dec 2023

$100,000-$109,9996040

$110,000-$119,9992729

$120,000-$129,9992424

$130,000-$139,9992211

$140,000-$149,99999

$150,000-$159,9991110

$160,000-$169,999612

$170,000-$179,99986

$180,000-$189,99993

$190,000-$199,99945

$200,000-$209,99933

$210,000-$219,99931

$220,000-$229,999-4

$230,000-$239,99963

$240,000-$249,99935

$250,000-$259,99964

$260,000-$269,99931

$270,000-$279,9992-

$280,000-$289,999-2

$290,000-$299,99911

$300,000-$309,9991-

$310,000-$319,99911

$320,000-$329,9991-

$330,000-$339,9992-

$340,000-$349,999-1

$360,000-$369,9991-

$380,000-$389,999

-1

$390,000-$399,999-1

$400,000-$409,9991-

$410,000-$419,9991-

$420,000-$429,99911

$530,000-$539,999-1

$550,000-$559,9991-

$620,000-$629,9991-

$670,000-$679,999-1

$770,000-$779,9991-

$790,000-$799,999-1

$820,000-$829,9991-

$860,000-$869,999-1

$1,600,000-$1,609,999-1

220183

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. T

he remuneration and other benefits of such employees, received as employees,

are included in the relevant bandings for remuneration disclosure under note 4 above.

Annual Report 202487

STATEMENT OF CORPORATE GOVERNANCE
f

or the year ended 31 December 2024

OVERVIEW

Restaurant Brands New Zealand Limited (the Company) is listed on the NZX Main Board and as a Foreign Exempt Listing on

the A

SX (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 31 January 2025 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

2024, 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 89.

PRINCIPLE 1 – ETHICAL STANDARDS

“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 the

y 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 operating division) is empowered to adopt specific policies and/or procedures that complement, enhance or supplement

the general standards set out in the RBD E

thical Conduct Policy if appropriate for that 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. W

here 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 f

or 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 CEO, CFO and direct reports to the CEO and 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.

88Restaurant Brands

STATEMENT OF CORPORATE GOVERNANCE
(CONTINUED)

for the year ended 31 December 2024

PRINCIPLE 2 – BOARD COMPOSITION AND 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

e

xpenditures, 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 Chief

Executive O

fficer (CEO) who is required to do so in accordance with board direction. The 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

re

viewed 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 2024, the board comprised

se

ven non-executive directors (including the Chairman).

Profiles of the current directors, together with a summary of skill sets are included in the “Board of Directors” section of this

Annual Report and on the Company’s website.

As at 31 December

2024, 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, positions, associations or relationships that could reasonably influence, or could

reasonably be perceived to influence, in a material way, their capacity to bring an independent view to decisions in relation

to, act in the best interests of or represent the interests of shareholders of the Company. While Emilio Fullaondo is also

an independent director of AmRest Holdings SE (an entity that is indirectly majority owned by Grupo Finaccess S.A.P.I de

C.V.), the board does not consider this appointment to constitute an “association” between Emilio and a substantial product

holder of the Company for the purposes of the Corporate Governance Code and is satisfied that holding this position does

not influence Emilio’s capacity to bring an independent view, act in the best interests of the Company or represent the

interests of the Company’s shareholders generally. 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 G

overnance Code during 2024 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 and Risk, Health,

Safety and Sustainability, and Remuneration and Nominations Committees) are independent directors.

The roles of Chairman and 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.

Annual Report 202489

STATEMENT OF CORPORATE GOVERNANCE
(CONTINUED)

for the year ended 31 December 2024

Shareholding

There is no prescribed minimum shareholding for directors but some directors do (directly or indirectly) have interests in

RBD shares - ref

er 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

R

emuneration 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.

Written agreement

The Director Nomination and Appointment Procedure requires the terms of appointment for all new directors to be set

out in a f

ormal 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 P

olicy 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 2024, the gender balance of the Company’s directors, officers and all employees is as follows:

DirectorsOfficers

1

Employees

Dec 2024Dec 2023Dec 2024Dec 2023Dec 2024Dec 2023

Female229%229%222%333%6,14449%5,88448%

Male571%571%778%667%6,22950%6,34851%

Not specified1771%1211%

Total7100%7100%9100%9100%12,550100%12,353100%

1“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.

During 2024 the Group completed a restructure which resulted in changes to some reporting lines. As of 31 December

2024 Officers comprises the CEO, who reports directly to the board, and the CEO's direct reports - Chief Financial

O

fficer, Chief Human Resources Officer, Chief Legal & Compliance Officer, Chief Development Officer and four Operating

Division Presidents.

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. During 2024, the board

implemented a set of measurable goals for the 2025 reporting period and progress against these goals will be reported

at the end of that reporting period. The board considers that the performance of the Company during the period ended

31 December 2024 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 perf

ormance. The board utilised an external facilitator to carry out a performance review of its directors, the board

and its Committees during 2024.

90Restaurant Brands

STATEMENT OF CORPORATE GOVERNANCE
(CONTINUED)

for the year ended 31 December 2024

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 ef

fectively 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 2024 financial

ye

ar, no director sought their own independent professional advice.

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 A

nnual 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 e

ach 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 CEO and CFO are regularly invited to attend board meetings and participate in board discussions. Directors also meet

with other senior e

xecutives on items of particular interest.

Board and committee meeting attendance for the period ended 31 December

2024 was as follows:

Name

Board

meetings

held

Board

meetings

attended

Audit & Risk

Committee

meetings held

Audit & Risk

Committee

meetings

attended

Health, Safety &

Sustainability

Committee

meetings held

Health, Safety &

Sustainability

Committee

meetings

attended

Remuneration

& Nominations

Committee

meetings held

Remuneration

& Nominations

Committee

meetings

attended

José Parés9944n/an/an/an/a

Carlos Fernández99n/an/an/an/an/an/a

Emilio Fullaondo99444444

Luis Miguel Álvarez99n/an/an/an/a44

Stephen Ward99444444

Huei Min (Lyn) Lim99444444

Malena Pato-Castel99n/an/an/an/an/an/a

PRINCIPLE 3 – BOARD COMMITTEES

“The Board should use committees where this will enhance its effectiveness in key areas, while still retaining

board responsibility.”

From amongst its own members, the board has appointed the following permanent committees:

Audit and Risk Committee

As at

31 December 2024, 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.

Annual Report 202491

STATEMENT OF CORPORATE GOVERNANCE
(CONTINUED)

for the year ended 31 December 2024

The Audit and Risk Committee meets two to four times a year. External auditors of the Company, senior management and

e

xecutives 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. T

he 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 2024, 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 CEO

and those reporting directly to the 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 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.

Health, Safety and Sustainability Committee

As at

31 December 2024, the members of the Health, Safety and 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 and 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 and Sustainability Committee to assist the board in fulfilling

R

estaurant 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 and Risk Committee with collecting, reviewing and verifying the data that goes into

the Company’s climate-related disclosures and Environmental, Social and Governance Report, and has oversight of the

Company’s associated performance and annual targets.

The Health, Safety and 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 procedures and protocols to be followed if there is a ’control transaction offer’ for the

Company. T

hese procedures and protocols provide for the formation of a committee of independent directors to consider

and manage a control transaction offer.

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 communic

ation 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

92Restaurant Brands

STATEMENT OF CORPORATE GOVERNANCE
(CONTINUED)

for the year ended 31 December 2024

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 identific

ation, 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

P

olicy, 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 vie

w 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 e

xternal 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 for 2024 is set out earlier in this Annual Report. The

Company has elected to set out its climate

-related disclosures separately to this annual report and these will be made

available on the Company's website when published.

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

S

enior 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.

A

t 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 pa

yments have been made to any director.

Annual Report 202493

STATEMENT OF CORPORATE GOVERNANCE
(CONTINUED)

for the year ended 31 December 2024

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 ma

y 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 A

ct 1993.

Executive remuneration

During the reporting period, the CEO and other senior executive remuneration comprised of a fixed base salary and a

discretionary annual variable short term c

ash incentive (STI). The STI is an at-risk cash payment made at the discretion

of the board and is designed to motivate and reward for financial and safety performance during the financial year. The

target value of an individual’s STI payment is based on a specified percentage of that participant’s annual base salary

(ranging from 10% to 40% depending on role), with the ultimate payout being scaled from 0% to 125% of the target

value based on the degree of achievement of key performance indicators (KPIs). The board (with assistance from the

Remuneration and Nominations Committee) approves the KPIs for senior executives and the STI payments to be made to

senior executives at the end of the financial year. The KPIs for all employees who participate in the STI scheme are based

on a combination of Company or operating division financial performance (i.e. NPAT or EBITDA target achievement) and

non-financial performance (i.e. people and health & safety target achievement). The weightings applied to the financial and

non-financial KPIs were consistent throughout the Company for roles participating in the STI scheme.

Details of the CEO remuneration arrangements (including the amounts paid in the 2023 financial period) are set out in Note

20

to the 31 December 2024 financial statements in this Annual Report. In addition, in September 2022 the previous CEO

was awarded a one-time compensation benefit due to his retirement in March 2023 and the amount recognised in 2023 was

$0.6 million.

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 b

y the business. While the board is ultimately responsible for the effectiveness of the Company’s Risk Management

Framework, the Audit and Risk 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.

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

are

as as:

•Internal Audit – regular checks are conducted by operations and financial staff on all aspects of store operations.

94Restaurant Brands

STATEMENT OF CORPORATE GOVERNANCE
(CONTINUED)

for the year ended 31 December 2024

•Treasury Management – exposure to interest rate and foreign exchange risks is managed in accordance with the

Company’s tre

asury 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 where such cover is of

fered by reputable insurers. Policies are

reviewed and renewed annually with reputable insurers.

Health, safety and wellbeing

The Company’s Health, Safety and Sustainability Committee is responsible for reviewing and making recommendations to

the board in respect of the Company’s he

alth, 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 re

viewed 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.

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 A

udit 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 ye

ars;

•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 b

y the external auditor and approving or declining their use in light of the requirement for external

auditor independence;

Annual Report 202495

STATEMENT OF CORPORATE GOVERNANCE
(CONTINUED)

for the year ended 31 December 2024

–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 prof

essional 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. T

he 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 overseeing the integrity and effectiveness of the Company’s internal audit

function. T

he Company has an internal audit and risk team that conducts assurance and compliance reviews across its

operations, as part of an annual work program agreed upon with the Audit and Risk Committee.

PRINCIPLE 8 – SHAREHOLDER RIGHTS AND 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

ye

ar and posted on the Company’s website, together with profiles of directors and key members of management and

key governance documents. 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

communic

ations 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 af

fecting 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 c

arried out by way of a poll on the basis of one share, one vote.

96Restaurant Brands

CORPORATE DIRECTORY
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

S

ervices 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

S

ervices Limited

Yarra Falls

452 Johnston Street

Abbotsford, VIC 3067

GPO Box 3329

Melbourne, VIC 3001

Australia T: 1 800 501 366

(within A

ustralia)

T: 61 3 9415 4083

F: 61 3 9473 2500

E:

enquiry@computershare.co.nz

Auditors

PricewaterhouseCoopers

Solicitors

Bell Gully

Harmos Horton Lusk

Meredith Connell

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

Telephone: 64 9 525 8700

Fax: 64 9 525 8711

Email: investor@rbd.co.nz

FINANCIAL CALENDAR

Annual meeting

23 May

2025

Financial year end

31 December

2025

Annual profit announcement

February 2026

Annual Report 202497

RESTAURANTBRANDS.CO.NZ

---

NZX/ASX
31 March 2025




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.