Notice of Annual Shareholders’ Meeting 2025

NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
RESTAURANTBRANDS.CO.NZ

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Notice is given that the 28th annual meeting of shareholders of
Restaurant Brands New Zealand Limited (the “Company”) will be held
at The Boulevard Room, Sofitel Auckland Viaduct Harbour, 21 Viaduct
Harbour Avenue, Auckland and online at https://meetnow.global/nz on
Friday 23 May 2025, commencing at 10.00am.
Due to venue restrictions, refreshments consisting of products
from the Company’s brands will not be provided at this meeting.
AGENDA
1. CHAIRMAN’S ADDRESS
2. CHIEF EXECUTIVE’S REVIEW
3. SHAREHOLDER QUESTIONS
4. RE-ELECTION OF DIRECTORS
In accordance with the requirements of the NZX Listing Rules, José Parés retires from office by
rotation and, being eligible, offers himself for re-election.
Resolution 1: That José Parés be re-elected as a director of the Company.
In accordance with the requirements of the NZX Listing Rules, Emilio Fullaondo retires from office by
rotation and, being eligible, offers himself for re-election.
Resolution 2: That Emilio Fullaondo be re-elected as a director of the Company.
In accordance with the requirements of the NZX Listing Rules, Huei Min (Lyn) Lim retires from office by
rotation and, being eligible, offers herself for re-election.
Resolution 3: That Huei Min (Lyn) Lim be re-elected as a director of the Company.
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
In accordance with the requirements of the NZX Listing Rules, Stephen Ward retires from office by
rotation and, being eligible, offers himself for re-election.
Resolution 4: That Stephen Ward be re-elected as a director of the Company.
In accordance with the requirements of the NZX Listing Rules, Carlos Fernández retires from office by
rotation and, being eligible, offers himself for re-election.
Resolution 5: That Carlos Fernández be re-elected as a director of the Company.
In accordance with the requirements of the NZX Listing Rules, Luis Miguel Álvarez retires from office by
rotation and, being eligible, offers himself for re-election.
Resolution 6: That Luis Miguel Álvarez be re-elected as a director of the Company.
5. AUDITOR
To record the reappointment of PricewaterhouseCoopers as the Company’s auditor, and to authorise the
directors to fix the auditor’s remuneration for the ensuing year.
Resolution 7: That the board of directors be authorised to fix the
auditor’s remuneration for the ensuing year.
6. GENERAL BUSINESS
To consider any other matter that may lawfully be considered at the meeting.
BY ORDER OF THE BOARD
C D Webb
Company Secretary
17 April 2025
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
ONLINE ATTENDEES
Shareholders can attend the meeting virtually
through the Computershare Meeting Platform https://
meetnow.global/nz. To access the meeting click ‘Go’
under the Restaurant Brands NZ meeting and then click
‘JOIN MEETING NOW’. By using the meeting platform, you
will be able to watch the meeting, vote and ask questions
online using your smartphone, tablet or desktop device.
Please refer to the Virtual Meeting Guide for more
information. You will need the latest version of Chrome,
Safari or Edge to access the meeting. Please ensure your
browser is compatible.
SHAREHOLDER QUESTIONS
While shareholders will be provided with the opportunity
to submit questions online at the meeting, it would
be desirable if the Company was able to receive them
in advance.
Shareholders are therefore requested to send any
questions they may have for the Company or its
directors at the virtual Annual Shareholders’ Meeting
to investor@rbd.co.nz
PROCEDURAL NOTES
All shareholders may attend and vote at the Annual
Meeting, or may appoint a proxy to attend and vote in
their place.
If a shareholder wishes to appoint a proxy, that
shareholder should complete the proxy form which is
enclosed with this notice of meeting, or follow the
instructions on the proxy form to lodge a proxy online.
A proxy need not be a shareholder of the Company. If a
shareholder wishes, it may appoint “the Chairman of the
Meeting” as that shareholder’s proxy.
If you do not name a person as your proxy or your named
proxy does not attend the meeting, the Chair will be
appointed your proxy and will vote in accordance with
your express direction, and any undirected votes will
(subject to any restriction(s) set out in the NZX Listing
Rules) be voted in accordance with the Chair’s discretion.
To appoint a proxy or vote online shareholders will
be required to enter their CSN/Securityholder Number,
postcode/country of residence and the secured access
Control Number that appears on the front of their Voting/
Proxy Form. Proxies submitted this way must be received
before 10.00am on Wednesday 21 May 2025.
A body corporate, which is a shareholder of the Company,
may appoint a representative to attend the Annual
Meeting on its behalf in the same manner as that in which
it would appoint a proxy. A representative will have the
same rights and powers as if the representative were
a proxy.
Proxy forms must be returned to the office of
Restaurant Brands New Zealand’s share registrar,
Computershare Investor Services Limited, by email to
corporateactions@computershare.co.nz or by delivery to
Level 2, 159 Hurstmere Road, Takapuna, Auckland, New
Zealand or by mail to Private Bag 92 119, Auckland 1142,
New Zealand so as to be received not later than 10.00am
on Wednesday 21 May 2025.
Each resolution is to be considered as an ordinary
resolution. To be passed, an ordinary resolution requires
the approval of a simple majority of the votes cast on
that resolution.
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
EXPLANATORY NOTES
Director Rotation
As a matter of good governance, the board has agreed to
implement a schedule of staggered director rotations going
forward. It is therefore intended that:
•(if re-elected at the 2025 Annual Shareholders’ Meeting)
José Parés, Carlos Fernández, Huei Min (Lyn) Lim and
Stephen Ward will each retire and seek reappointment at
the 2026 Annual Shareholders’ Meeting;
•Maria Elena (Malena) Pato-Castel will retire and seek
reappointment at the 2027 Annual Shareholders’
Meeting; and
•(if re-elected at the 2025 Annual Shareholders’ Meeting)
Luis Miguel Álvarez and Emilio Fullaondo will each
retire and seek re-appointment at the 2028 Annual
Shareholders’ Meeting.
1. Resolution – Re-election of Director – José Pares
José Parés was elected to the board as a non-executive
director of the Company at the 2019 Annual Shareholders’
Meeting and re-elected for a further term at the 2022
Annual Shareholders’ Meeting. He is currently the Chairman
of the board and serves on the Audit & Risk Committee.
Listing Rule 2.7.1 states that a director may not hold office
(without re-election) past the third annual meeting following
the director’s appointment or three years, whichever
is longer.
José is the Chief Executive Officer of Finaccess Capital. He
is also the Chairman of the board and an Executive Director
of AmRest Holdings SE. During his professional career he
has been director of the board of Crown Imports, Chicago,
the Vice Chairman of the board of MMI, Toronto, Canada,
director of the board of DIFA, Mexico and former member of
the Beer Chamber of Mexico.
Previously, José worked for 19 years at Grupo Modelo
(Mexico), in various positions, including as the Vice
President of Marketing and Sales International where he
oversaw growth of Grupo Modelo’s annual revenues from
USD 1 billion to USD 3 billion.
José graduated from Universidad Panamericana, Mexico
(Business and Finance) and completed his MBA at
ITAM, Mexico as well as the Business D-1 Program at
IPADE, Mexico and Executive Programme at Wharton,
San Francisco.
The board considers José Parés to not be an independent
director for the purposes of Listing Rule 2.6.1.
2. Resolution – Re-election of Director – Emilio Fullaondo
Emilio Fullaondo was elected to the board as a non-
executive director of the Company at the 2019 Annual
Shareholders’ Meeting and re-elected for a further term
at the 2022 Annual Shareholders’ Meeting. Emilio is
currently the Chair of the Audit & Risk Committee and also
serves on the Health, Safety & Sustainability Committee
and Remuneration & Nominations Committee. Listing Rule
2.7.1 states that a director may not hold office (without
re-election) past the third annual meeting following the
director’s appointment or three years, whichever is longer.
Emilio is a senior executive with over 23 years of experience
in the beer industry. Emilio worked in a number of finance
roles for Grupo Modelo, including four years as Chief
Financial Officer. Following the acquisition of Grupo Modelo
by AB InBev in 2013, Emilio oversaw significant cultural
and organisational changes at AB InBev (Mexico) as Vice
President, Human Resources (to 2017) and Vice President,
Projects until his resignation in January 2019.
Emilio is currently an independent director of AmRest
Holdings SE where he serves as a member of the Audit
& Risk Committee and the Appointments, Remuneration &
Corporate Governance Committee.
Emilio graduated from ITAM, Mexico (Public Accountant)
and completed his MBA at the same institution as well as
the Executive Management (AD) Program at IPADE, Mexico.
The board considers Emilio Fullaondo to be an independent
director for the purposes of Listing Rule 2.6.1.
3. Resolution – Re-election of Director – Huei Min
(Lyn) Lim
Lyn Lim was elected to the board as a non-executive
director of the Company at the 2019 Annual Shareholders’
Meeting and re-elected for a further term at the 2022
Annual Shareholders’ Meeting. Lyn is currently the Chair
of the Health, Safety & Sustainability Committee and also
serves on the Audit & Risk Committee and Remuneration
& Nominations Committee. Listing Rule 2.7.1 states that a
director may not hold office (without re-election) past the
third annual meeting following the director’s appointment or
three years, whichever is longer.
Lyn Lim has diverse board and committee chair
experience and is experienced in investment structures,
risk management, HR, health & safety, AML, dispute
management and compliance.
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Lyn has served on the boards of General Capital Limited
(NZX), SP Corporation Limited (SGX), AUT, New Zealand
Shareholders’ Association, Auckland Regional Amenities
Funding Board, Public Trust (and chaired the Human
Resources and Remuneration Committee), the New Zealand
China Trade Association and the Hong Kong and New
Zealand Business Association. She was the Chair of
Foundation North, Middlemore Foundation and the New
Zealand Chinese Youth Trust. She has been 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 more than 30 years of legal practice specialising
in commercial, corporate and governance issues and
dispute resolution.
In 2017, Lyn was appointed as a Member of the New
Zealand Order of Merit for her services to New Zealand-Asia
relations and governance. Lyn is a Chartered Member of
the New Zealand Institute of Directors and a member of the
New Zealand Law Society.
The board considers Lyn Lim to be an independent director
for the purposes of Listing Rule 2.6.1.
4. Resolution – Re-election of Director – Stephen Ward
Stephen Ward was elected to the board as a non-executive
director of the Company at the 2019 Annual Shareholders’
Meeting and re-elected for a further term at the 2022
Annual Shareholders’ Meeting. Stephen is currently the
Chair of the Remuneration & Nominations Committee and
also serves on the Audit & Risk Committee and Health,
Safety & Sustainability Committee. Listing Rule 2.7.1 states
that a director may not hold office (without re-election)
past the third annual meeting following the director’s
appointment or three years, whichever is longer.
Stephen Ward is a professional director with diverse
corporate governance experience in New Zealand and
Australia together with extensive expertise as a corporate
and commercial lawyer in New Zealand. Stephen is
currently the Non-Executive Chair of Secure Future Wiri
Limited and 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 is a trustee of the Wellington Free
Ambulance Trust.
Stephen holds an LLB from the University of Canterbury, is a
member of the New Zealand Law Society and is a Chartered
Member of the New Zealand Institute of Directors.
The board considers Stephen Ward to be an independent
director for the purposes of Listing Rule 2.6.1.
5. Resolution – Re-election of Director – Carlos Fernández
Carlos Fernández was elected to the board as a non-
executive director of the Company at the 2019 Annual
Shareholders’ Meeting and re-elected for a further term
at the 2022 Annual Shareholders’ Meeting. Listing Rule
2.7.1 states that a director may not hold office (without
re-election) past the third annual meeting following the
director’s appointment or three years, whichever is longer.
Over the last 30 years, Carlos Fernández has held positions
in various business sectors. He was the CEO (1997-2013)
and Chairman of the board of directors (2005-2013) of
Grupo Modelo. From the time he was named CEO, up to
2013, this group consolidated its position as the leading
brewing company in Mexico, the seventh biggest worldwide
and the world’s biggest beer exporter.
He has also served on the boards of national and
international companies, including Banco Santander, SA
(Spain), Anheuser Busch (US), Emerson Electric Co. (US),
Seeger Industrial (Spain), Grupo Televisa (Mexico), Crown
Imports Ltd. (US), Inbursa (Mexico) and Mexican Stock
Exchange (Bolsa Mexicana de Valores). He has served
on the advisory board of Grupo Modelo and has also
been a member of the international advisory board at
Banco Santander, S.A. and a director of Grupo Financiero
Santander Mexico S.A.B de C.V.
Carlos is currently Chairman of the board of directors of
Grupo Finaccess S.A.P.I. de C.V. - a company of which
he was founder and which controls 75% of Restaurant
Brands ordinary shares and is also active in Mexico, Europe,
Asia and the US. He is also the honorary Chairman of
AmRest Holdings SE, S.A. and a non-executive director of
Inmobiliaria Colonial, S.A.
Carlos is an industrial engineer and has also studied
on senior management programmes at the IPADE
Business School (Instituto Panamericano de Alta Direccion
de Empresa).
The board considers Carlos Fernández to not be an
independent director for the purposes of Listing Rule 2.6.1.
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
6. Resolution – Re-election of Director – Luis
Miguel Álvarez
Luis Miguel Álvarez was elected to the board as a non-
executive director of the Company at the 2019 Annual
Shareholders’ Meeting and re-elected for a further term
at the 2022 Annual Shareholders’ Meeting. Luis Miguel
currently serves on the Remuneration & Nominations
Committee. Listing Rule 2.7.1 states that a director may
not hold office (without re-election) past the third annual
meeting following the director’s appointment or three years,
whichever is longer.
Luis Miguel is a board member, Audit Committee
member and Investment Committee member of Finaccess,
S.A.P.I. de C.V. (since 2013). He is also the Founder &
CEO of Compitalia, S.A. de C.V., a family investment
company business which primarily invests directly in
target companies through equity holdings and real estate
investments, primarily in sectors such as: consumer goods,
restaurants, real estate projects and financial funds.
For over 25 years Luis Miguel occupied different positions
within several Grupo Modelo entities (including the Vertical
Companies director of Grupo Modelo, S.A.B. de C.V.,
President & General Manager of Gmodelo Agriculture,
LLC., Idaho Falls, Idaho, Vice President & General Manager
of Gmodelo Agriculture, Inc.). During his time at Grupo
Modelo, Luis Miguel held various board positions within the
group, including: alternate board member and Executive
Committee member of Grupo Modelo, S.A.B. de C.V., board
member and Executive Committee member of InteGrow
Malt, LLC., as well as board member of Impulsora Agricola,
S.A. and International CO2 Extraction LLC.
Luis Miguel is currently a proprietary director of AmRest
Holdings SA and a member of the Executive Committee
and Appointments, Remuneration & Corporate Governance
Committee.  He also serves as a board member of other
private and not for profit organisations.
He is an industrial engineer with studies on senior
management programmes at the IPADE Business School
(Instituto Panamericano de Alta Dirección de Empresa).
The board considers Luis Miguel Álvarez to not be an
independent director for the purposes of Listing Rule 2.6.1.
Having regard to the agreed schedule of staggered director
rotations discussed above, directors support the re-election
of José Parés, Emilio Fullaondo, Huei Min (Lyn) Lim,
Stephen Ward, Carlos Fernández and Luis Miguel Álvarez
as directors, and recommend that shareholders vote to
approve Resolutions 1 to 6.
7. Resolution – Fix the remuneration of the auditors
Pursuant to section 207T of the Companies Act 1993,
PricewaterhouseCoopers is automatically re-appointed at
the Company’s Annual Meeting as auditor of the Company.
This resolution authorises the board of directors to fix the
remuneration of the auditor, PricewaterhouseCoopers.
Directors recommend that shareholders vote to approve
Resolution 7.
7

RESTAURANTBRANDS.CO.NZ

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PLEASE NOTE
Due to venue restrictions, refreshments consisting of products from the Company’s brands
will not be provided at this meeting.
Directing your Proxy to Vote on Items of Business
All your securities will be voted in accordance with your directions.
Appointment of Proxy
As a shareholder you may attend the meeting in person or virtually and vote,
or you may appoint a proxy to attend the meeting and vote in your place. The
Chairman of the meeting, or any other director, is willing to act as proxy for any
shareholder who wishes to appoint him or her for that purpose. To do this, enter
‘the Chairman’ or the name of your proxy in the space allocated in ‘Step 1’of this
form. A proxy need not be a shareholder of the Company.
Voting directions
Direct your proxy how to vote by marking one of the boxes opposite the item of
business. If you return this Proxy Form without directing the proxy how to vote
on any particular matter, the proxy will vote as he or she thinks fit. If a vote is
required on any matter at the meeting in addition to the matters on the agenda,
the proxy may vote or abstain from voting on that matter as he or she thinks fit.
If you do not name a person as your proxy or your named proxy does not attend
the meeting, the Chair will be appointed your proxy and will vote in accordance
with your express direction, and any undirected votes will (subject to any
restriction(s) set out in the NZX Listing Rules) be voted in accordance with the
Chair’s discretion.
Attending the Meeting
If you are attending the meeting in person please bring this form to assist with
registration. If a representative of a corporate shareholder or proxy is to attend
the meeting you will need to provide the appropriate notice of appointment to
Computershare no later than 10.00am on Wednesday, 21 May 2025.
Shareholders can attend the meeting virtually through the Computershare Meeting
Platform https://meetnow.global/nz. To access the meeting click ‘Go’ under the
Restaurant Brands NZ meeting and then click ‘JOIN MEETING NOW’. By using the
meeting platform, you will be able to watch the meeting, vote and ask questions
online using your smartphone, tablet or desktop device. Please refer to the Virtual
Meeting Guide for more information.
Signing Instructions for Postal Forms
Individual
Where the holding is in one name, the shareholder must sign.
Joint Holding
If you are joint holders of shares, each of you must sign this Proxy Form.
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the
power of attorney (unless already deposited with the Company) and a signed
certificate of non-revocation of the power of attorney must be produced to the
Company with this Proxy Form.
Companies
If you are a company, this Proxy Form must be signed on behalf of the company
by a person acting under the company’s express or implied authority.
Comments & Questions
If you have any comments or questions for the company, please submit them
via email to investor@rbd.co.nz or write them on a separate sheet of paper and
return with this form.
RESTAURANT BRANDS NEW ZEALAND LIMITED

Annual Meeting of shareholders of Restaurant Brands
New Zealand Limited to be held at The Boulevard Room,
Sofitel Auckland Viaduct Harbour, 21 Viaduct Harbour Avenue,
Aucklandand online at https://meetnow.global/nz
on Friday, 23 May 2025, commencing at 10.00am.
ATTENDANCE SLIP
RESTAURANT BRANDS NEW ZEALAND LIMITED
as my/our proxy to exercise my/our vote at the Annual Meeting of shareholders of Restaurant Brands New Zealand Limited to be held at The Boulevard Room,
Sofitel Auckland Viaduct Harbour, 21 Viaduct Harbour Avenue, Auckland and online at https://meetnow.global/nz on Friday, 23 May 2025, commencing at
10.00am and at any adjournment of that meeting.
Resolutions
Resolution 1:
That José Parés be re-elected as a director of the Company
Resolution 2:
That Emilio Fullaondo be re-elected as a director of the Company.
Resolution 3:
That Huei Min (Lyn) Lim be re-elected as a director of the Company.
Resolution 4:
That Stephen Ward be re-elected as a director of the Company.
Resolution 5:
That Carlos Fernández be re-elected as a director of the Company.
Resolution 6:
That Luis Miguel Álvarez be re-elected as a director of the Company.
Resolution 7:
That the board of directors be authorised to fix the auditor’s remuneration for the ensuing year.
For
Against
Abstain
Proxy
Discretion
Proxy/Corporate Representative Form
Appoint a Proxy to Vote on Your Behalf
STEP 1
hereby appointof
or failing him/herof
I/We being a shareholder/shareholders of Restaurant Brands New Zealand Limited
Want to receive your communications quickly? Elect electronic communications by providing your email address below
Email Address
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@
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Items of Business - Voting Instructions/Voting
STEP 2
Please note: Unless otherwise instructed, the proxy will vote as he/she thinks fit. If the shares are held jointly, the voting instructions given in this
section are given on behalf of each joint holder.
Signature of Securityholder(s) This section must be completed.
SIGN
or Sole Director and Sole Company Secretary
Securityholder 1Securityholder 2Securityholder 3
Contact Name Contact Daytime Telephone Date
or Director or Director/Company Secretary
If your proxy is not the Chairman of the Meeting or any other director of the Company, please ensure that you provide their contact details (phone
and email address). If this information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
Proxy contact Details (Phone): and (Email):

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Attending the meeting online
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