Restaurant Brands New Zealand Limited/Announcement

Independent Directors Recommend Shareholders Accept Offer

M&A27 October 2025RBDConsumer Discretionary

Restaurant Brands New Zealand Limited
Level 3, Building 7, Central Park
666 Great South Road, Penrose, Auckland, New Zealand
P O Box 22 749, Otahuhu, Auckland 1640, New Zealand
Telephone: +64 9 525 8700
www.restaurantbrands.co.nz
RESTAURANT BRANDS NEW ZEALAND LIMITED

28 October 2025
INDEPENDENT DIRECTORS RECOMMEND SHAREHOLDERS ACCEPT FINACCESS OFFER
Key points
 RBD’s Independent Directors unanimously recommend that shareholders accept the takeover offer
from Finaccess Restauración, S.L. for NZ$5.05 per share.
 While the Offer price is below the Independent Adviser’s assessed value range of NZ$5.24 to
NZ$6.20 per share, the Independent Directors believe that the risks associated with remaining as a
shareholder outweigh the Offer price.
 The Offer represents a significant premium to recent trading prices - a 70.6% premium to the NZX
closing price on 29 September 2025 (the last trading day before Finaccess announced its Offer)
and a 79.6% premium to the one-month volume weighted average price prior to that date.
 Shareholders are encouraged to read the Target Company Statement and Independent Adviser’s
Report carefully and seek independent advice before deciding whether to accept the Offer.
 The Offer remains open for acceptance until 11.59 pm NZT on 25 November 2025 (unless
extended in accordance with the Takeovers Code).

Restaurant Brands New Zealand Limited (NZX, ASX: RBD) has today released its Target Company
Statement prepared in compliance with the Takeovers Code in response to the full takeover offer by
Finaccess Restauración, S.L. for all of the ordinary shares it does not already own in RBD for NZ$5.05 per
share (the “Offer”). The Target Company Statement is accompanied by an Independent Adviser’s Report
on the merits of the Offer, prepared by Calibre Partners Limited as Independent Adviser.

In the Target Company Statement, RBD’s Independent Directors unanimously recommend that
shareholders accept the Offer. The Independent Directors consider that the Offer price, which is below the
Independent Adviser’s assessed value range of NZ$5.24 to NZ$6.20 per RBD share, does not reflect full
value for the shares. The Independent Directors believe, however, that the risks associated with remaining
as a shareholder outweigh the Offer price. Those risks include ongoing exposure to business execution
risks and declining liquidity in the market for shares.

The Offer price represents a significant premium to recent market prices, equating to a 70.6% premium to
the NZX closing price on 29 September 2025 (the last trading day before Finaccess announced its Offer)
and a 79.6% premium to the one-month volume weighted average price prior to that date.
1

“This has been a very carefully considered recommendation,” said Stephen Ward, Chair of the Committee
of Independent Directors. “While the Offer does not capture the full value potential of Restaurant Brands,
the Independent Directors have had to weigh that against the very real risks and uncertainties facing
minority shareholders - including the limited market for trading their shares if the company were to remain
listed under majority ownership.”

“The Offer gives shareholders the opportunity to realise a strong premium and transfer business risk to
Finaccess at a time when the company continues to face margin and demand pressures. On balance, we
see it as a pragmatic outcome that provides shareholders with certainty and liquidity in a difficult market.”

The key factors that influenced the Independent Directors’ considerations and recommendation to
shareholders are addressed in more detail in the Target Company Statement and the Independent
Adviser’s Report. Shareholders are encouraged to read both of those documents carefully and in full.
Shareholders who have questions about what action to take in response to the Offer should seek their own
professional advice.

Electronic copies of the Target Company Statement and the Independent Adviser’s Report are attached to
this announcement and can also be found online at www.restaurantbrands.co.nz.

As at 23 October 2025, Finaccess has received acceptances to the Offer that will result in it increasing its
shareholding to 86.96%. The Offer remains open for acceptance by shareholders until 11.59 pm NZT on
25 November 2025 (unless the Offer period is extended in accordance with the Takeovers Code).

1
The Independent Directors have adopted the premia calculations set out in Finaccess’ Offer Document.

---

1
RESTAURANT BRANDS NEW ZEALAND LIMITED
Target Company Statement
in response to a full takeover
offer from Finaccess Restauración, S.L.
THE RBD COMMITTEE OF INDEPENDENT DIRECTORS UNANIMOUSLY
RECOMMENDS THAT YOU ACCEPT THE OFFER
THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR URGENT ATTENTION.
If you have any questions in respect of this document or the Offer,
y
ou should seek advice from your financial, legal or other professional adviser.
28 October 2025

TARGET COMPANY STATEMENT
Table of Contents
Page
Section 1: Letter from the Chair of the Committee of Independent Directors3
Section 2: Explanation of the Independent Committee Recommendation6
Section 3: Frequently Asked Questions9
Section 4: Takeovers Code Disclosures11
Schedule One: Other Factors for You to Consider24
Glossary30
Directory31
2Restaurant Brands

SECTION 1: LETTER FROM THE CHAIR OF THE COMMITTEE OF INDEPENDENT DIRECTORS
Letter from the Chair of the Committee of
Independent Directors
Dear Shareholder,
Introduction
Finaccess has made a full takeover
offer to acquire all the Shares in
RBD that it does not already own for
NZ$5.05 in cash per Share. Finaccess
owned 75.02% of the total number
of Shares in RBD before making
the Offer.
This letter forms part of RBD’s Target
Company Statement in respect of
the Offer.
The Target Company Statement is
required by the Takeovers Code
and includes the recommendation
of RBD’s Independent Directors. It
is accompanied by an Independent
Adviser’s Report prepared by Calibre
Partners Limited on the merits of
the Offer. You should read this
Target Company Statement, and
the Independent Adviser’s Report,
carefully and in full when considering
whether or not to accept the Offer.
Capitalised terms used in this
Target Company Statement have the
meanings given to them in the
Glossary at the back of this Target
Company Statement.
Independent Committee of Directors
RBD’s response to, and the Board’s
consideration of, the Offer has been
delegated to, and managed by,
the Independent Committee, which
comprises all of the Independent
Directors of RBD, being Stephen
Ward (chair of the committee),
Emilio Fullaondo Botella, Maria Elena
Pato-Castel and Huei Min (Lyn) Lim.
The Independent Committee has
sought advice from Murray & Co as
financial adviser, and Harmos Horton
Lusk Limited as legal adviser. The
Independent Committee has made
the recommendation set out on the
left after carefully considering the
Independent Adviser’s Report on the
merits of the Offer, the Independent
Directors’ views on the value of
the Shares, and a range of other
factors, as set out in this Target
Company Statement.
Unanimous Recommendation of the Independent Committee:
The Independent Committee unanimously recommends that Shareholders
should ACCEPT the Offer.
[1]
The Independent Directors consider that the
Offer price, which is below the Independent Adviser’s assessed value range
of NZ$5.24 to NZ$6.20 per Share, does not reflect full value for the
Shares. We believe, however, that the risks associated with remaining as a
Shareholder outweigh the Offer price. Those risks include ongoing exposure
to business execution risks and declining liquidity in the market for Shares.
The key factors that influenced the Independent Committee’s considerations
and recommendation to Shareholders are addressed in more detail under
“Explanation of the Independent Committee Recommendation” in Section 2,
the “Other Factors for You to Consider” section set out in Schedule One, and
the Independent Adviser’s Report. You are encouraged to read those factors
carefully and in full.
Ultimately, it is your decision whether or not to accept the Offer. You should
consider your own individual circumstances, views on value and the merits
of the Offer, and your investment time horizon when making this decision.
You are encouraged to consider taking your own separate professional
advice (e.g., from your financial adviser, lawyer or tax adviser) tailored to
your circumstances.
[1]
The Independent Committee reserves the ability to change this recommendation if a competing proposal emerges before
the end of the Offer period. However, the Independent Committee considers that such a competing proposal is very unlikely.
Target Company Statement3

SECTION 1: LETTER FROM THE CHAIR OF THE COMMITTEE OF INDEPENDENT DIRECTORS
Independent Committee intentions
Interests associated with Stephen
Ward, who in aggregate hold 30,000
Shares, intend to accept the Offer.
[2]
No other member of the Independent
Committee holds or controls Shares.
Key features of the Offer
The full terms of the Offer are set
out in Finaccess’ Offer Document,
which was sent to all Shareholders
on 14 October 2025 and is available
online at: www.takeoveroffer.co.nz/
RBD.
[3]
The key features of the Offer are
as follows:
•The Offer is for all of the Shares that
Finaccess does not already own in
RBD.
[4]
•The Offer price is NZ$5.05 in cash
for each Share.
•The Offer is unconditional.
[5]

•Finaccess must pay the Offer price
to any Shareholder who accepts
the Offer within five working
days after Finaccess receives their
valid acceptance.
Important considerations regarding
the Offer
You should take the following
considerations into account when
considering the Offer:
•Finaccess has made a binding
statement that it will not increase
the Offer price.
•Finaccess has made a binding
statement that it will not make
another takeover offer under the
Takeovers Code for RBD before
30 September 2027.
[6]
•If Finaccess receives acceptances
to the Offer that result in it
becoming the owner of 90% or
more of the Shares, Finaccess
has stated that it will compulsorily
acquire the remaining Shares.
Under the Takeovers Code, the
compulsory acquisition price will be
the same as the Offer price.
•The terms of the Offer provide
that, if RBD pays a dividend during
the Offer period, the Offer price
will be reduced by the amount of
the dividend.
As a result of the above factors:
•Finaccess cannot increase the Offer
price for the current Offer, and
it cannot make a new takeover
offer under the Takeovers Code
(including at a higher price) for
two years if the current Offer does
not result in Finaccess achieving
90% ownership and compulsorily
acquiring the remaining Shares.
[7]
•If Finaccess does achieve 90%
ownership under the Offer
and commences compulsory
acquisition of the remaining Shares,
the compulsory acquisition price
will be the same as the Offer
price (i.e., NZ$5.05 in cash per
Share). Under the Takeovers Code,
due to the circumstances of
the Offer, if you do not accept
the Offer and your Shares are
compulsorily acquired, you will not
[2]
Those interests are Stephen Ward, Julie Ward and James Ward as trustees of the Talisman No.1 Trust, who jointly hold
15,000 Shares, and Julie Ward, who is the wife of Stephen Ward and who owns 15,000 Shares. They reserve their ability to
change this intention if a superior proposal emerges before the end of the Offer period.
[3]
RBD is not responsible for this website. Rather, RBD understands that this website is maintained by Computershare
Investor Services Limited on behalf of Finaccess.
[4]
Finaccess is the beneficial owner and controller, rather than the holder, of Shares. References in this Target Company
Statement to Finaccess “owning” Shares or to Finaccess’ Shareholding should be interpreted accordingly.
[5]
When Finaccess provided a Takeover Notice on 30 September 2025, the draft Offer terms attached to the Takeover Notice
provided for the Offer to be conditional on Overseas Investment Office consent. Finaccess subsequently advised RBD that
Overseas Investment Office consent was obtained on 2 October 2025 and, accordingly, the Offer is unconditional.
[6]
Shareholders should note that a takeover offer under the Takeovers Code is different to a takeover by scheme of
arrangement. Accordingly, if Finaccess does not receive acceptances to the Offer that result in it becoming the owner of
90% or more of the Shares, Finaccess could, in the period before 30 September 2027, enter into a scheme implementation
agreement with RBD under which Finaccess agrees to purchase all of the remaining Shares by way of a scheme of
arrangement. In addition, after the expiry of 12 months from the date of the last acquisition of Shares under the Offer,
Finaccess could increase its shareholding under the “creep” provisions of the Takeovers Code. Further details are set out in
Schedule One.
[7]
See footnote 6 and Schedule One. As noted in footnote 6, Finaccess’ statement that it will not make a takeover offer
under the Takeovers Code before 30 September 2027 does not prevent a takeover by way of a scheme of arrangement or
Finaccess from increasing its Shareholding in compliance with the “creep” provisions of the Takeovers Code.
4Restaurant Brands

SECTION 1: LETTER FROM THE CHAIR OF THE COMMITTEE OF INDEPENDENT DIRECTORS
have an opportunity to object to
the compulsory acquisition price
or require that the compulsory
acquisition price be set by an
independent expert.
•The Independent Committee
anticipates that RBD will not
pay any dividend during the
Offer period.
Current level of acceptances for
the Offer
As at 23 October 2025, Finaccess has
received acceptances to the Offer that
will result in Finaccess increasing its
Shareholding to 86.96% of the total
number of Shares. This includes the
acceptance of the Offer by ACC for
its Shareholding (representing 4.73%
of the total number of Shares) in
accordance with the Lock-Up Deed
between ACC and Finaccess.
Potential outcomes of the Offer
The Offer could result in Finaccess
increasing its Shareholding to
between 86.96% and 100% of
total Shares.
[8]
Further information on the potential
outcomes of the Offer and implications
for Shareholders is set out in Section 3
and Schedule One.
Acceptances and timing
The Offer will remain open for
acceptances until 11:59pm NZT on
Tuesday, 25 November 2025. If
Finaccess wishes to do so, it may
extend the Offer (in one or more
extensions) beyond this date to as
late as 11:59pm on Friday, 16 January
2026. If Finaccess extends the
Offer, the new closing date will be
announced through NZX and ASX.
If you validly accept the Offer, you will
be paid the Offer price for your Shares
by Finaccess within five working days
after the date on which Finaccess
receives your acceptance.
If you accept the Offer, your
acceptance cannot be withdrawn
unless Finaccess fails to pay you for
your Shares in accordance with the
Takeovers Code. If you accept the
Offer, you will be unable to sell your
Shares to any other person. The Offer
price cannot be reduced or, as noted
above, increased.
If you wish to accept the Offer for only
some of your Shares, you should follow
the instructions in the Offer Document
and the Acceptance Form.
If you do not wish to accept the Offer,
you do not need to take any action.
Conclusion
The Independent Committee
unanimously recommends that you
should accept the Offer.
If new material information arises,
or if there is a material change
in circumstances, the Independent
Committee will update Shareholders
by way of announcement to NZX
and ASX. You can check those
announcements at: www.nzx.com or
www.asx.com.au under the code ‘RBD’.
On behalf of the Independent
Committee, I thank you for your
support of RBD.
Yours faithfully,
Stephen Ward
Chair of the Independent Committee
[8]
This disclosure regarding Finaccess’ potential Shareholding and equivalent disclosures throughout the Target Company
Statement are based on the level of acceptances to the Offer disclosed by Finaccess in its substantial product holder notice
dated 23 October 2025. Finaccess may have received additional acceptances after that date. See paragraphs 24.10 and
24.11 of Section 4, which explain how Finaccess’ Shareholding has been disclosed for the purposes of that section.
Target Company Statement5

SECTION 2: EXPLANATION OF THE INDEPENDENT COMMITTEE RECOMMENDATION
Explanation of the Independent
Committee Recommendation
Key factors that the Independent Committee took into account in its recommendation
The key factors that the Independent Committee took into account in deciding to recommend that Shareholders should
ACCEPT the Offer are as follows:
1. THE OFFER PRICE IS A SIGNIFICANT PREMIUM TO RECENT MARKET PRICES
The Independent Committee considers that the Offer price, of NZ$5.05 per Share, does not reflect full value for the Shares.
That price is below the Independent Adviser’s assessed value range for the Shares of NZ$5.24 to NZ$6.20 per Share.
[9]
The Offer price is, however, a significant premium to recent market prices. For example, it represents a 70.6% premium to
the closing price for Shares on NZX on 29 September 2025 (the last trading day before Finaccess publicly announced the
Offer by giving a Takeover Notice to RBD) and a 79.6% premium to the volume weighted average price for Shares on NZX in
the one month prior to that date.
[10]
2. THE OFFER PROVIDES YOU WITH AN OPPORTUNITY TO TRANSFER BUSINESS RISK
TO FINACCESS
Owning Shares exposes you to the upsides and downsides of RBD’s businesses. Some of the potential upsides include the
potential for the Share price to reflect business improvements over the medium to long term.
The potential downsides include business execution risks, particularly uncertainties around whether RBD can improve
margins. Those margins have been adversely affected in recent years by input cost inflation and by consumer inflation,
increased competition, and changing demographics leading to reduced consumer demand. This has negatively affected
all of RBD’s businesses and has materially impacted RBD’s Californian business, which is loss-making at the EBITDA
level. Although RBD plans for, and anticipates, margin improvements in all of its operating segments, the timing and
achievability of this is uncertain. To some extent, it relies on decisions made by the relevant brand owners, which are outside
RBD’s control. These risks are more significant for RBD’s Californian business, which faces the potential for a longer and
more difficult recovery. An assumption that planned margin improvements are achieved is an important component in
considering the fundamental value of the Shares to be above the Offer price.
The Offer provides you with an opportunity to transfer these risks to Finaccess at a price that is materially above recent
market prices for the Shares.
3. THE OFFER PROVIDES YOU WITH A CERTAIN OPPORTUNITY TO SELL ALL YOUR SHARES
IN RBD AT A CASH PRICE IN ONE TRANSACTION AND FREE OF BROKERAGE
Shares are quoted on the NZX and ASX. Finaccess has, since 2019, owned ~75% of the Shares in RBD. This has significantly
reduced the volume of Shares available to trade on market (typically referred to as “free float”) and Share trading liquidity.
In the 12 months prior to 30 September 2025, a total of 12.41 million Shares traded through the NZX, representing 9.9% of
the total number of Shares (and 39.8% of the free float). In the same period, just 0.25 million Shares traded through ASX,
[9]
The Independent Committee recommends that you read the Independent Adviser’s Report carefully and in full. That
Report sets out full details of the Independent Adviser’s valuation methodology and valuation assumptions.
[10]
The Independent Committee has adopted the premia calculations set out in the Offer Document.
6Restaurant Brands

SECTION 2: EXPLANATION OF THE INDEPENDENT COMMITTEE RECOMMENDATION
representing 0.2% of the total number of Shares (and 0.8% of the free float). While this level of liquidity is not unusual for
an NZX-listed company with a similar free float to RBD, RBD’s analysis shows the liquidity of Shares has been declining over
time. This trend will likely be accelerated by the Offer. Finaccess will increase its Shareholding to at least 86.96% and free
float will reduce from ~25% to ~13% (or less). As a result, the Independent Committee expects a further decline in liquidity
after the Offer.
Limited liquidity can have important consequences. It may hamper your ability to sell larger parcels of Shares on the NZX or
ASX at the time that you wish at a price that you consider acceptable. It may lead to increased volatility in the Share price
and increase the likelihood that the trading price for Shares does not reflect the underlying value of the Shares. Accordingly,
a key feature of the Offer is that it provides you with a certain opportunity to sell all of your Shares in RBD at a cash price per
Share significantly above the recent price levels on the NZX and ASX, in one transaction and free of brokerage.
It is possible that the Share price may not change materially in the short term after the end of the Offer period. This is due
to the liquidity constraints discussed above and the potential for Shareholders who do not accept the Offer to be unwilling
to sell Shares on market for less than the Offer price. There may also be limited buyers at or above the Offer price. However,
the Independent Committee can provide no assurances as to the post-Offer Share price. Shares may trade below, at, or
above the Offer price. Shareholders are encouraged to read “Other considerations” below, which discusses certain matters
that may affect the Share price.
4. COMPETING TRANSACTIONS ARE VERY UNLIKELY
Finaccess owned 75.02% of the Shares in RBD before making the Offer. The Offer will result in it increasing its Shareholding
to at least 86.96%. Accordingly, no other transaction involving a change of control of RBD or the majority of its assets
(whether structured as a takeover offer under the Takeovers Code, scheme of arrangement, asset sale, or otherwise) can be
implemented without the support of Finaccess.
Since Finaccess announced its takeover proposal on 30 September 2025, RBD has not received or become aware of any
proposal for an alternative transaction. In light of the matters set out in the previous paragraph, the Independent Committee
considers that it is very unlikely that it will receive a proposal for an alternative transaction during the period of the Offer.
Other considerations
In addition to the factors outlined above, there are various potential risks and rewards for Shareholders who decide to reject
the Offer and continue to hold their Shares, including the following:
1.If the Offer results in Finaccess increasing its Shareholding to 90% or more, Finaccess will compulsorily acquire
the remaining Shares for NZ$5.05 per Share under the compulsory acquisition provisions of the Takeovers Code.
Shareholders who have their Shares acquired under the compulsory acquisition process will be paid later than those
Shareholders who accept the Offer. If Finaccess achieves the level of acceptances to the Offer that will result in
compulsory acquisition, the Independent Committee will provide advice to Shareholders regarding the compulsory
acquisition process.
2.If the Offer does not result in Finaccess increasing its Shareholding to 90%:
(a)Finaccess will continue to control the composition of the Board of RBD and, through the Board, will continue
to control RBD’s business strategy and corporate policies (including dividend policy). Shareholders will, however,
continue to have the benefit of certain protections for minority Shareholders.
(b)Shares will continue to trade on NZX and ASX unless RBD is delisted in accordance with the applicable requirements
of NZX and ASX. The Share price on NZX and ASX may be affected by the reduction in free float and the decline
in Share trading liquidity after the Offer. Over the medium to long term, the Share price on NZX and ASX will be
influenced by, amongst other things, RBD’s ability to achieve the margin improvements contemplated by its five-year
plan, any change to business strategy supported by Finaccess, and any dividend policy adopted by Finaccess. Even
if RBD successfully achieves margin improvements as planned, there is no assurance that the Share price will trade
within the Independent Adviser’s assessed valuation range for the Shares. The Independent Adviser states, “the
Target Company Statement
7

SECTION 2: EXPLANATION OF THE INDEPENDENT COMMITTEE RECOMMENDATION
value we have assessed exceeds the level at which, under normal market conditions, we would generally expect
shares in RBD to trade on the share market.”
(c)As the Offer is for 100% of the Shares, while it is possible that Finaccess will not seek to increase its ownership of
RBD in the future, it is reasonable to assume that Finaccess may seek to acquire further Shares at some point. The
following considerations are relevant to this latter possibility:
(i)Finaccess may, after the expiry of 12-months from the last acquisition of Shares under the Offer, increase its
Shareholding by 5% in any 12-month period at a price below, at or above the Offer price. This could be done
on market or off market. If, in doing so, Finaccess were to increase its Shareholding to 90% or more, it would
be entitled to compulsorily acquire the remaining Shares under the compulsory acquisition provisions of the
Takeovers Code. The compulsory acquisition price in those circumstances would be a cash price certified as
fair and reasonable by an independent adviser (and remaining Shareholders may have certain rights to object
to the price). That price cannot be predicted by the Independent Committee. It could be below, at, or above the
Offer price.
(ii)Finaccess could make a further takeover offer under the Takeovers Code for the remaining Shares after
30 September 2027 or could seek to negotiate a takeover by way of a scheme of arrangement before that
date. There is, however, no assurance that any such transaction will eventuate. Even if it does, the Independent
Committee cannot predict the price. It could be below, at, or above the Offer price.
Further detail on the above matters is set out in Section 3 and in Schedule One. Please read those sections carefully and
in full.
8
Restaurant Brands

SECTION 3: FREQUENTLY ASKED QUESTIONS
Frequently Asked Questions
1.WHAT ARE MY OPTIONS?
1.1You have four options in response to the Offer. You can:
(a)accept the Offer for all of your Shares in RBD;
(b)accept the Offer for some, but not all, of your Shares in RBD;
(c)sell all or some of your Shares in RBD through the NZX or ASX (or off market) at any time if you do not wish to
hold them or participate in the Offer; or
(d)reject (i.e., not accept) the Offer.
2.HOW DO I ACCEPT OR REJECT THE OFFER?
2.1
If you wish to accept the Offer, use the Acceptance Form that accompanied Finaccess’ Offer Document, and
carefully follow the instructions on that form. You can also accept the Offer online at: www.takeoveroffer.co.nz/
RBD.
[11]
2.2
If you accept the Offer, your acceptance is irrevocable. This means that you cannot withdraw your acceptance or
change your mind (for example, if you wished to consider other options for your Shares).
2.3If you wish to reject (i.e. not accept) the Offer, you do not need to take any action.
3.WHAT ARE THE KEY DATES?
What is the time frame for accepting the Offer?
3.1You have until the end of the Offer period to decide whether or not to accept the Offer.
3.2
At the date of this Target Company Statement, the Offer period will close for acceptances at 11:59pm on
25 November 2025. However, Finaccess may extend the closing date (in one or more extensions) in accordance
with the Takeovers Code to as late as 11:59pm on 16 January 2026.
When will I be paid if I accept the Offer?
3.3
If you accept the Offer for all or some of your Shares, you will be paid by Finaccess for those Shares within five
working days after the date on which Finaccess receives your acceptance.
4.WHAT ARE THE POTENTIAL OUTCOMES OF THE OFFER?
4.1There are two potential outcomes of the Offer:
(a)Finaccess, as a result of the Offer, receives acceptances that result in its Shareholding increasing to between
86.96% and 89.99% of the total Shares in RBD.
(b)Finaccess, as a result of the Offer, receives acceptances that result in its Shareholding increasing to 90% or more
of the total Shares in RBD.
[11]
RBD is not responsible for this website. Rather, RBD understands that this website is maintained by Computershare
Investor Services Limited on behalf of Finaccess.
Target Company Statement9

SECTION 3: FREQUENTLY ASKED QUESTIONS
4.2Those potential outcomes are discussed below.
What happens if Finaccess receives acceptances under the Offer that will result in it owning between 86.96% and
89.99% of the Shares?
4.3If Finaccess receives acceptances to the Offer for Shares that will result in a Shareholding of between 86.96%
and 89.99%, Finaccess will purchase and pay for the Shares for which it has received acceptances to the Offer.
4.4If this occurs:
(a)RBD will remain listed by NZX and ASX and the Shares will continue to be quoted on, and tradeable through,
the NZX and ASX. It is possible for RBD to request NZX/ASX to cancel RBD’s listing or cease quotation of
Shares on the NZX and ASX. However, this would be subject to any conditions required by NZX and ASX (see
Schedule One);
(b)the price of Shares on the NZX and ASX may not change materially in the short term after the end of the Offer
period (see Section 2 for further discussion of the post-Offer Share price); and
(c)the free float of Shares will be lower than before the Offer and it is likely there will be less liquidity.
4.5Schedule One sets out further information on the implications of Finaccess becoming the owner of between
86.96% and 89.99% of the Shares under the Offer.
What happens if Finaccess receives acceptances under the Offer that will result in it owning 90% or more of
the Shares?
4.6If Finaccess receives acceptances to the Offer for Shares that will result in a Shareholding of 90% or more,
Finaccess will:
(a)purchase and pay for the Shares for which it has received acceptances to the Offer; and
(b)compulsorily acquire the remaining Shares in accordance with the Takeovers Code.
4.7If this occurs, then:
(a)RBD will cease to be listed by NZX and ASX and Shares will cease to be quoted on the NZX and ASX; and
(b)if you have not accepted the Offer for all of your Shares, your remaining Shares (if any) will be compulsorily
acquired from you by Finaccess. You will be paid later than if you accept the Offer for your Shares. The
compulsory acquisition price will be the same as the Offer price.
10Restaurant Brands

SECTION 4: TAKEOVERS CODE DISCLOSURES
Takeovers Code Disclosures
This Target Company Statement has been prepared by RBD pursuant to rule 46 and Schedule 2 of the Takeovers Code in
relation to a full takeover offer made by Finaccess. Where any information required by Schedule 2 to the Takeovers Code
is not applicable, no statement is made regarding that information. The following matters are stated as at the date of this
Target Company Statement.
1.DATE
1.1This Target Company Statement is dated 28 October 2025.
2.OFFER
2.1This Target Company Statement relates to a full takeover offer by Finaccess to purchase all of the fully paid
ordinary shares in RBD that Finaccess does not already own, for a cash purchase price of NZ$5.05 per Share.
2.2The full terms of the Offer are set out in Finaccess’ Offer Document dated 14 October 2025, which has been sent
to Shareholders.
2.3Further information regarding Finaccess and its ownership and control structure is set out in the
Offer Document.
3.TARGET COMPANY
3.1The name of the target company is Restaurant Brands New Zealand Limited.
3.2RBD’s postal address is:
P O Box 22-749
Otahuhu
Auckland 1640
New Zealand
3.3RBD’s website is:
www.restaurantbrands.co.nz
3.4The contact email address of RBD is investor@rbd.co.nz.
4.DIRECTORS OF RBD
4.1The names of the Directors of RBD are:
(a)José Parés (Chairman and Non-Executive Director);
(b)Carlos Fernández González (Non-Executive Director);
(c)Luis Miguel Álvarez (Non-Executive Director);
(d)Stephen Ward (Independent Director);
(e)Emilio Fullaondo Botella (Independent Director);
(f)Maria Elena (Malena) Pato-Castel (Independent Director); and
(g)Huei Min (Lyn) Lim (Independent Director).
Target Company Statement11

SECTION 4: TAKEOVERS CODE DISCLOSURES
5.OWNERSHIP OF EQUITY SECURITIES OF RBD
5.1Shares are the only class of equity securities on issue in RBD. The number, designation and percentage of Shares
held or controlled by each Director or Senior Manager
[12]
of RBD, or their associates, as at the date of this Target
Company Statement is set out in the following table:
Name of Director, Senior Manager or associateDescription
Number of Shares
held or controlled
by Director,
Senior Manager
or associate
Designation
Percentage of total
number of Shares
Carlos Fernández González
[13]
Director105,973,900Shares84.94%
Remy Chee Hong Lim and Michael Ian Cook as Trustees of
Aman Trust
[14]
Associate of
Director
10,000Shares<0.01%
Stephen Patrick Ward, Julie Patricia Ward and James Michael
Ward as trustees of the Talisman No.1 Trust
Director /
Associate of
Director
15,000Shares0.01%
Julie Patricia Ward
[15]
Associate of
Director
15,000Shares0.01%
Arif Khan
Senior
Manager
20,000Shares0.02%
The information in the above table is based on information provided by or on behalf of the persons named in that table on or before
21 October 2025 in response to questionnaires circulated by RBD.
5.2Except as set out in paragraph 5.1, no Director or Senior Manager of RBD, or their associates, holds or controls any
Shares or any derivative for which the underlying is Shares.
5.3The number and the percentage of Shares held or controlled by the persons known by RBD to hold or control 5%
or more of Shares is set out in the following table on page 13:
[12]
For the purposes of this Target Company Statement, the Independent Committee has determined that the Senior
Managers of RBD are Arif Khan (Chief Executive Officer), Julio Valdés Garcia (Chief Financial Officer) and Callum Webb
(Chief Legal and Compliance Officer).
[13]
Finaccess’ Offer Document states that Carlos Fernández González holds 100% of the voting rights in Grupo Far-Luca and
is the ultimate controller of that company and of Finaccess. On 21 October 2025, Finaccess advised RBD that, as at 11:59pm
on 20 October 2025, Finaccess controlled 105,973,900 Shares, being 84.94% of the total number of Shares, comprising
101,533,043 Shares owned by Finaccess and 4,440,857 Shares for which Finaccess had received acceptances under the
Offer but was yet to pay for. See paragraphs 24.10 and 24.11 of Section 4 of this Target Company Statement.
[14]
The Aman Trust may be an associate of Huei Min (Lyn) Lim, a Director of RBD, because Huei Min (Lyn) Lim is a
discretionary beneficiary of the Aman Trust.
[15]
For the purposes of this Target Company Statement, Julie Patricia Ward has been treated as an associate of Stephen
Patrick Ward, a Director of RBD because Julie Patricia Ward is Stephen Patrick Ward’s wife.
12Restaurant Brands

SECTION 4: TAKEOVERS CODE DISCLOSURES
Holder or controller of 5% or more of Shares
Number of Shares
held or controlled
Designation
Percentage of total
number of Shares
New Zealand Central Securities Depository Limited
[16]
109,215,042Shares87.54%
Finaccess Restauración, S.L.
[17]
105,973,900Shares84.94%
Grupo Far-Luca S.A. de C.V.
[18]
105,973,900Shares84.94%
Carlos Fernández González
[19]
105,973,900Shares84.94%
The information in the above table is based on information provided by or on behalf of the persons named in that table on or before
21 October 2025 in response to questionnaires circulated by RBD.
5.4Except as set out in paragraph 5.3, no other person is known by RBD to hold or control 5% or more of the Shares
(including by way of any derivative for which the underlying is Shares).
5.5No Director or Senior Manager of RBD, or their associates, have, in the two-year period ending on the date of this
Target Company Statement:
(a)been issued with any Shares; or
(b)obtained a beneficial interest in any Shares under any RBD employee share scheme or other
remuneration arrangement.
6.TRADING IN RBD SHARES
6.1Except as set out in paragraph 6.3, no Director or Senior Manager of RBD, or any of their associates, has during
the six-month period before 21 October 2025 (being the latest practicable date before the date of this Target
Company Statement) acquired or disposed of Shares or any derivative for which the underlying is Shares.
[20]
6.2Except as set out in paragraph 6.3, no person known by RBD to hold or control 5% or more of Shares has, during
the six-month period before 21 October 2025 (being the latest practicable date before the date of this Target
Company Statement), acquired or disposed of Shares or any derivative for which the underlying is Shares.
[21]
6.3On 20 October 2025:
[22]
(a)Finaccess acquired beneficial ownership and control of 7,941,624 Shares under the Offer (being 6.37% of the total
number of Shares) at the Offer price of NZ$5.05 per Share; and
[16]
New Zealand Central Securities Depository Limited is the holder, but not the controller, of these Shares, as it holds Shares
as a custodian/bare trustee.
[17]
RBD understands that Finaccess is the beneficial owner and controller of these Shares and that these Shares are held by
New Zealand Central Securities Depository Limited as custodian for HSBC Nominees (New Zealand) as sub-custodian for
Finaccess. See footnote 13 and paragraphs 24.10 and 24.11 of Section 4 of this Target Company Statement.
[18]
Finaccess’ Offer Document states that Grupo Far-Luca is the ultimate parent company of Finaccess. See footnote 13 and
paragraphs 24.10 and 24.11 of Section 4 of this Target Company Statement.
[19]
Finaccess’ Offer Document states that Carlos Fernández González holds 100% of the voting rights in Grupo Far-Luca and
is the ultimate controller of that company and of Finaccess. See footnote 13 and paragraphs 24.10 and 24.11 of Section 4 of
this Target Company Statement.
[20]
The Independent Committee adopted 21 October 2025 as the latest practicable date for the purposes of Section 4 of
this Target Company Statement, as this was the latest date on which RBD received responses to questionnaires provided
to Directors, Senior Managers, Finaccess (as the offeror and the controller of more than 5% of the Shares in RBD) and New
Zealand Central Securities Depository Limited (as the holder of more than 5% of the Shares in RBD).
[21]
Excluding acquisitions and dispositions by New Zealand Central Securities Depository Limited as custodian on behalf of
beneficial owners who control less than 5% of the total number of Shares.
[22]
See footnote 13 and paragraphs 5.1 and 8.1. Carlos Fernández González, a Director of RBD, is the ultimate controller of
Finaccess. In addition, Carlos Fernández González, José Parés and Luis Miguel Álvarez, each of whom is a Director of RBD,
may be associates of Finaccess.
Target Company Statement13

SECTION 4: TAKEOVERS CODE DISCLOSURES
(b)New Zealand Central Securities Depository Limited acquired legal ownership of the Shares referred to in
paragraph 6.3(a), as custodian for HSBC Nominees (New Zealand) as sub-custodian for Finaccess.
7.ACCEPTANCE OF OFFER
7.1Stephen Patrick Ward (a Director of RBD), Julie Patricia Ward and James Michael Ward as trustees of the
Talisman No.1 Trust, who hold 15,000 Shares, intend to accept the Offer for all of their Shares (absent a superior
proposal emerging before the end of the Offer period).
7.2Julie Patricia Ward, who is the wife of Stephen Patrick Ward (a Director of RBD) and who owns 15,000 Shares,
intends to accept the Offer for all of her Shares (absent a superior proposal emerging before the end of the
Offer period).
8.OWNERSHIP OF EQUITY SECURITIES OF FINACCESS
8.1The following disclosures relate to equity securities of any class of Finaccess or any related company of
Finaccess that are held or controlled by a Director and/or Senior Manager of RBD or their associates:
[23]
(a)The table in paragraph 5.1 sets out details of the Shares held or controlled by Directors and Senior Managers
of RBD.
(b)Carlos Fernández González, who is a Director of RBD, holds or controls equity securities in various Finaccess
Group Companies, including holding 100% of the voting rights in Grupo Far-Luca, which is the ultimate parent for
Finaccess (and for RBD). The ownership structure of the relevant members of the Finaccess Group is set out in
paragraph 2 of Appendix 1 to Finaccess’ Offer Document.
(c)José Parés and Luis Miguel Álvarez, each of whom are Directors of RBD, hold or control equity securities in
various Finaccess Group Companies.
(d)Carlos Fernández González, José Parés and Luis Miguel Álvarez may be associates of Finaccess and other
Finaccess Group Companies for the purposes of the Takeovers Code. Grupo Far-Luca is the ultimate parent
company for, and ultimate controller of 1,176,259 series A shares in, Finaccess (representing 94.75% of the total
series A shares and total voting rights in Finaccess). In turn, Finaccess controls 105,973,900 Shares in RBD
(representing 84.94% of the total number of Shares).
[24]
(e)Julio Valdés Garcia, who is the Chief Financial Officer of RBD, owns and controls 972,446 Class P Series II shares
in Grupo Finaccess which, indirectly through certain other Finaccess Group Companies, controls 94.75% of the
voting rights in Finaccess. The shares in Grupo Finaccess were obtained as part of a long-term incentive plan
in place during Julio Valdés Garcia’s tenure at Grupo Finaccess (from September 2019 to May 2023) as a senior
manager. The shares represent 8.9% of the Class P Series II shares in, and 0.1% of the overall outstanding shares
in, Grupo Finaccess. Class P Series II shares do not carry any voting rights or other corporate rights and can only
be transferred back to Grupo Finaccess.
8.2Other than as disclosed in paragraphs 5.1 and 8.1 above, RBD and each Director and Senior Manager of RBD,
and their associates, does not hold or control any class of equity security of Finaccess or any related company
of Finaccess.
[23]
For the purposes of paragraph 8, Finaccess and the Finaccess Group Companies have been treated as related companies
of RBD. See also footnote 13.
[24]
See footnote 13.
14Restaurant Brands

SECTION 4: TAKEOVERS CODE DISCLOSURES
9.TRADING IN EQUITY SECURITIES OF FINACCESS
9.1RBD has neither acquired nor disposed of any equity securities in Finaccess or any related company of Finaccess
during the six-month period before 21 October 2025 (being the latest practicable date before the date of this
Target Company Statement).
9.2No Director or Senior Manager of RBD, nor any of their associates, has acquired or disposed of any equity
securities in Finaccess or any related company of Finaccess during the six-month period before 21 October 2025
(being the latest practicable date before the date of this Target Company Statement).
10.ARRANGEMENTS BETWEEN FINACCESS OR ITS ASSOCIATES AND RBD OR ITS RELATED COMPANIES
10.1Finaccess Casual Dining S.L., a Finaccess Group Company, has provided a debt facility to Finaccess for the
purposes of funding the Offer.
[25]
10.2As at the date of this Target Company Statement, except as set out in paragraph 10.1 above, no agreement or
arrangement (whether legally enforceable or not) has been made, or is proposed to be made, between Finaccess
or any of its associates and RBD or any related company of RBD, in connection with, in anticipation of, or in
response to, the Offer.
11.RELATIONSHIP BETWEEN FINACCESS, AND DIRECTORS AND SENIOR MANAGERS OF RBD
11.1No agreement or arrangement (whether legally enforceable or not) has been made, or is proposed to be made,
between Finaccess or any associate of Finaccess, and any Director or Senior Manager of RBD, or any related
company of RBD, in connection with, in anticipation of, or in response to, the Offer.
11.2The following Directors and Senior Managers of RBD are also directors of Finaccess or any related company of
Finaccess:
[26]
(a)Carlos Fernández González is a representative Director of Finaccess on the RBD Board, and a director and senior
manager of several Finaccess Group Companies;
(b)José Parés is a representative Director of Finaccess on the RBD Board, and a director and senior manager of
several Finaccess Group Companies;
(c)Luis Miguel Álvarez is a representative Director of Finaccess on the RBD Board, and a director and senior
manager of several Finaccess Group Companies;
(d)Emilio Fullaondo Botella, who is a Director of RBD, is a director of AmRest Holdings SE, a Finaccess
Group Company;
[25]
For the purposes of paragraph 10, Finaccess and the Finaccess Group Companies have been treated as related
companies of RBD.
[26]
For the purposes of paragraph 11, (1) Finaccess and the Finaccess Group Companies have been treated as related
companies of RBD; and (2) all subsidiaries of RBD have been treated as related companies of Finaccess.
Target Company Statement15

SECTION 4: TAKEOVERS CODE DISCLOSURES
(e)Arif Khan, who is the Chief Executive Officer of RBD, is a director of all RBD subsidiaries and chief executive
officer of the RBD US Subsidiaries; and
(f)Julio Valdés Garcia, who is the Chief Financial Officer of RBD, is a director of all RBD subsidiaries and chief
financial officer of the RBD US Subsidiaries.
11.3Except as set out in paragraph 11.2 above, no Director or Senior Manager of RBD is also a director or senior
manager of Finaccess or any related company of Finaccess.
12.AGREEMENT BETWEEN RBD, AND DIRECTORS AND SENIOR MANAGERS
12.1Except as set out in paragraph 12.2, no agreement or arrangement (whether legally enforceable or not) has been
made, or is proposed to be made, between RBD or any related company of RBD, and any of the Directors or
Senior Managers of RBD, or their associates, under which a payment or other benefit may be made or given by
way of compensation for loss of office, or as to their remaining in or retiring from office in connection with, or in
anticipation of, or in response to, the Offer.
12.2On 13 October 2025, the Independent Committee, under delegated authority from the Board, resolved that
RBD’s Deed Poll Indemnity for Directors and Senior Managers applies to Callum Webb, RBD’s Chief Legal and
Compliance Officer, to provide clarity as to the scope of the indemnity for Senior Managers.
13.INTERESTS OF DIRECTORS AND SENIOR MANAGERS OF RBD IN CONTRACTS OF FINACCESS OR RELATED
COMPANIES OF FiNACCESS
13.1The Directors and Senior Managers of RBD, or their associates, with an interest in any contract to which
Finaccess, or any related company of Finaccess (including RBD and RBD's related companies), is a party are set
out in the table below:
[27]
Director, Senior Manager
or associate
Particulars of the nature and extent of the interest
Monetary value of the interest (if
required to be disclosed)
José Parés
Party to engagement arrangements with RBD in respect of his
directorship and several Finaccess Group Companies in respect of
directorship and senior manager roles.
Not required to be
disclosed.
[28]
Carlos Fernández González
Party to engagement arrangements with RBD in respect of his
directorship and several Finaccess Group Companies in respect of
directorship and senior manager roles.
Not required to
be disclosed.
Luis Miguel Álvarez
Party to engagement arrangements with RBD in respect of his
directorship and several Finaccess Group Companies in respect of
directorship and senior manager roles.
Not required to
be disclosed.
Stephen Ward
Party to engagement arrangements with RBD in respect of
his directorship.
Not required to
be disclosed.
Emilio Fullaondo Botella
Party to engagement arrangements with RBD in respect of his
directorship and AmRest Holdings SE (a Finaccess Group Company)
in respect of directorship.
Not required to
be disclosed.
[27]
For the purposes of paragraph 13, Finaccess and the Finaccess Group Companies have been treated as related
companies of RBD.
[28]
Clause 13(4) of Schedule 2 to the Takeovers Code provides that a quantification of monetary value is not required for a
contract which is entered into in the ordinary course of the business of the bidder (or a related company of the bidder) and
on usual terms and conditions.
16Restaurant Brands

SECTION 4: TAKEOVERS CODE DISCLOSURES
Director, Senior Manager
or associate
Particulars of the nature and extent of the interest
Monetary value of the interest (if
required to be disclosed)
Maria Elena
(Malena) Pato-Castel
Party to engagement arrangements with RBD in respect of
her directorship.
Not required to
be disclosed.
Huei Min (Lyn) Lim
Party to engagement arrangements with RBD in respect of
her directorship.
Not required to
be disclosed.
Arif Khan
Party to engagement arrangements with RBD in respect of his Chief
Executive Officer role.
Not required to
be disclosed.
Julio Valdés Garcia
Party to engagement arrangements with RBD in respect of his Chief
Financial Officer role.
Not required to
be disclosed.
Callum Webb
Party to engagement arrangements with RBD in respect of his Chief
Legal and Compliance Officer role.
Not required to
be disclosed.
Each Director and Senior
Manager of RBD
Beneficiaries of a Deed of Indemnity under which RBD has agreed to
indemnify them for acts and omissions in that capacity.
Not required to
be disclosed.
Each Director and Senior
Manager of RBD
Beneficiaries of Directors & Officers insurance policies.
Not required to
be disclosed.
13.2Except as disclosed in paragraph 13.1, no Director or Senior Manager of RBD or their associates has an interest
in any contract to which Finaccess, or any related company of Finaccess, is a party.
13AINTERESTS OF RBD’S SUBSTANTIAL SECURITY HOLDERS IN MATERIAL CONTRACTS OF FINACCESS OR
RELATED COMPANIES
13A.1For the purposes of funding the Offer, Finaccess Casual Dining S.L., a Finaccess Group Company, has provided
a debt facility to Finaccess.
13A.2Finaccess is a party to the Lock-Up Deed referred to in paragraph 16.1.
13A.3Except as disclosed in paragraphs 13A.1 and 13A.2 above, no person who, to the knowledge of the Directors
or the Senior Managers of RBD, holds or controls 5% or more of the Shares or has an interest in any
material contract to which Finaccess, or any related company of Finaccess (including RBD and RBD’s related
companies), is a party.
14.ADDITIONAL INFORMATION
14.1In the opinion of the Independent Committee, no additional information, to the knowledge of RBD, is required to
make the information in the Offer Document correct or not misleading.
15.RECOMMENDATION
Independent Committee
15.1RBD’s response to, and the Board’s consideration of, the Offer has been managed by an Independent
Committee of RBD Directors, which comprises independent Directors Stephen Ward, Emilio Fullaondo Botella,
Maria Elena Pato-Castel and Huei Min (Lyn) Lim.
15.2The Independent Committee has sought advice from Murray & Co as financial adviser, and Harmos Horton
Lusk Limited as legal adviser, and has made the recommendation set out below after carefully considering the
Independent Adviser’s Report on the merits of the Offer and a range of other factors.
15.3Directors Carlos Fernández González, José Parés and Luis Miguel Álvarez are not members of the Independent
Committee and do not provide a recommendation to Shareholders given their respective relationships with the
Finaccess Group Companies.
Target Company Statement17

SECTION 4: TAKEOVERS CODE DISCLOSURES
Unanimous Recommendation
15.4The Independent Committee’s recommendation is set out in the Letter from the Chair of the Independent
Committee in Section 1 of this Target Company Statement. In summary, the Independent Committee
unanimously recommends that you SHOULD ACCEPT the Offer.
[29]
15.5The factors that influenced the Independent Committee’s considerations and recommendation to Shareholders
are addressed in more detail under “Explanation of the Independent Committee Recommendation” in Section 2,
the “Other Factors for You to Consider” in Schedule One, and in the Independent Adviser’s Report.
15.6You are encouraged to read this Target Company Statement and the Independent Adviser’s Report carefully
and in full.
16.ACTIONS OF RBD
Material arrangements of RBD or its related companies
16.1On 30 September 2025, ACC entered into a Lock-Up Deed with Finaccess under which ACC agreed to accept
the Offer for all of its Shares.
[30]
Further details of the Lock-Up Deed are set out in paragraph 8 of Appendix 1 of
Finaccess’ Offer Document.
16.2Finaccess Casual Dining S.L., a Finaccess Group Company, has provided a debt facility to Finaccess for the
purposes of funding the Offer.
16.3Except as set out in this “Takeovers Code Disclosures” section, RBD is not aware of any material agreements
or arrangements (whether legally enforceable or not) of RBD and its related companies entered into as a
consequence of, in response to, or in connection with, the Offer.
No material negotiations
16.4RBD is not aware of any negotiations underway as a consequence of, or in response to, or in connection with,
the Offer that relate to or could result in:
(a)an extraordinary event such as a merger, amalgamation, or reorganisation involving RBD or any of its related
companies; or
(b)the acquisition or disposition of material assets of RBD or any of its related companies; or
(c)an acquisition of equity securities by, or of RBD or any related company of RBD; or
(d)any material changes in the equity securities on issue, or policy relating to distributions, of RBD.
17.EQUITY SECURITIES OF RBD
Shares
17.1As at the date of this Target Company Statement, RBD has 124,758,523 Shares on issue. All Shares are fully paid.
17.2RBD has no options, or rights to acquire equity securities, on issue.
17.3Subject to certain conditions and restrictions in the constitution of RBD, the NZX Listing Rules and the ASX
[29]
The Independent Committee may change its recommendation if a higher value alternative proposal emerges. However,
the Independent Committee considers that it is very unlikely that such a proposal will emerge during the Offer period.
[30]
For the purposes of paragraph 16, Finaccess and the Finaccess Group Companies have been treated as related
companies of RBD.
18Restaurant Brands

SECTION 4: TAKEOVERS CODE DISCLOSURES
Listing Rules, each Share confers on the holder the right to:
(a)an equal share in dividends authorised by the Board of RBD;
(b)an equal share in the distribution of surplus assets of RBD;
(c)participate in certain further issues of Shares by RBD; and
(d)cast one vote on a show of hands or the right to cast one vote per share on a poll, at a meeting of Shareholders
on any resolution, including a resolution to:
(i)            appoint or remove a director or auditor;
(ii) alter RBD’s constitution;
(iii)         approve a major transaction;
(iv)         approve an amalgamation involving RBD; and
(v)           put RBD into liquidation.
18.FINANCIAL INFORMATION
18.1Every person to whom the Offer is made is entitled to obtain from RBD an electronic or a non-electronic copy
of RBD’s most recent annual report (being the annual report for the 12 months ended 31 December 2024) and
RBD’s most recent half-year report (being the half-year report for the six months ended 30 June 2025) by
making a written request to:
Restaurant Brands New Zealand Limited
P O Box 22 749
Otahuhu
Auckland 1640
New Zealand
OR
Email: investor@rbd.co.nz
18.2Electronic copies of RBD’s most recent annual report and half-year report are also available on RBD’s website
at: https://www.restaurantbrands.co.nz/shareholder-reports
Changes in the financial position, trading position or prospects of RBD since the 2024 Annual Report
18.3RBD has previously disclosed to Shareholders an Australian class action against KFC, as franchisor, and KFC
franchisees in Australia, including RBD’s business in Australia. The total amount claimed by the plaintiffs
against all defendants is significant, and could exceed AU$100 million (across all defendants) depending on
how damages are calculated and when interest is added. RBD and the other defendants dispute both the basis
for the claim, and the entitlement to the amount claimed. To date, RBD has not taken a provision for the claim in
its financial statements due to the level of uncertainty associated with the claim and in circumstances where the
plaintiffs have yet to quantify their losses.
18.4The claim is progressing to mediation, which is expected to take place in November 2025. It is possible
that the parties to the mediation could agree a settlement during those negotiations. RBD does not have
sufficient information at this time to accurately estimate the quantum of any settlement and the proportion to
be allocated to KFC, RBD and to other franchisees. If RBD does agree a settlement and the amount RBD agrees
to pay is material, RBD will update NZX and ASX in accordance with its continuous disclosure obligations.
18.5Other than as set out in this Target Company Statement and the Independent Adviser’s Report:
(a)there have been no known material changes in the financial or trading position or prospects of RBD since the
annual report referred to in paragraph 18.1 which the Independent Committee considers to be material; and
(b)there is no other information about the assets, liabilities, profitability and financial affairs of RBD that could
reasonably be expected to be material to the making of a decision by Shareholders to accept or reject the Offer.
Target Company Statement19

SECTION 4: TAKEOVERS CODE DISCLOSURES
19.INDEPENDENT ADVICE ON MERITS OF OFFER
19.1Calibre Partners Limited, as Independent Adviser, has prepared a report on the merits of the Offer under rule
21 of the Takeovers Code (“Independent Adviser’s Report”). A full copy of the Independent Adviser’s Report
accompanies this Target Company Statement.
19.2The Independent Adviser’s Report includes:
(a)a statement of the qualifications and expertise of Calibre Partners Limited; and
(b)a statement that Calibre Partners Limited has no conflict of interest that could affect its ability to provide an
unbiased report.
20.ASSET VALUATION
20.1No information provided in this Target Company Statement refers to a valuation of any asset of RBD.
20.2The Independent Adviser’s Report refers to the valuation of RBD. The basis of computation and key
assumptions on which that valuation is based is set out in the Independent Adviser’s Report.
21.PROSPECTIVE FINANCIAL INFORMATION
21.1Except as set out in paragraphs 21.2 and 21.3, none of the information provided in this Target Company
Statement is prospective financial information of RBD.
21.2The Independent Adviser’s Report refers to prospective financial information of RBD. The principal assumptions
on which the prospective financial information is based are set out in that report.
21.3The Independent Adviser’s Report sets out certain details of RBD’s forecasts for the financial years ended
31 December 2025 and 31 December 2026. In considering forecast information, Shareholders should note
that forecasts were prepared for internal management purposes only and were not prepared for, or with the
intention of giving, guidance as to the expected future financial performance of RBD. Accordingly, the basis of
preparation of the forecasts, while appropriate for internal management purposes, may differ from the basis
which would be adopted when preparing prospective financial information for external reporting purposes.
Shareholders should also note paragraphs 24.5 to 24.8.
22.SALES OF UNQUOTED EQUITY SECURITIES UNDER THE OFFER
22.1The Shares, which are the subject of the Offer, are quoted on the NZX (NZX:RBD) and ASX (ASX:RBD).
23.MARKET PRICES OF QUOTED EQUITY SECURITIES UNDER OFFER
NZX
23.1The closing price for Shares on the NZX market operated by NZX Limited on:
(a)21 October 2025, being the latest practicable working day before the date on which this Target Company
Statement is sent to Shareholders, was NZ$5.03; and
(b)29 September 2025, being the last day on which NZX Limited was open for business before the date on which
RBD received Finaccess’ Takeover Notice in respect of the Offer on 30 September 2025, was NZ$2.96.
23.2The highest and lowest closing market price for Shares on the NZX and the relevant dates during the six
months before the date on which RBD received Finaccess’ Takeover Notice on 30 September 2025 were
as follows:
(a)the highest closing market price was NZ$3.57, on 31 March 2025; and
20Restaurant Brands

SECTION 4: TAKEOVERS CODE DISCLOSURES
(b)the lowest closing market price was NZ$2.80, on 4 September 2025.
ASX
23.3The closing price for Shares on the ASX market operated by ASX Limited on:
(a)21 October 2025, being the latest practicable working day before the date on which this Target Company
Statement is sent to Shareholders, was AU$4.43; and
(b)29 September 2025, being the last day on which ASX Limited was open for business before the date on which
RBD received Finaccess’ Takeover Notice in respect of the Offer on 30 September 2025, was AU$2.70.
23.4The highest and lowest closing market price for Shares on the ASX and the relevant dates during the six months
before the date on which RBD received Finaccess’ Takeover Notice on 30 September 2025 were as follows:
(a)the highest closing market price was AU$3.39, on 31 March 2025; and
(b)the lowest closing market price was AU$2.60, on 8 August 2025.
Issues of equity securities and distributions
23.5There were, in the six month period prior to 21 October 2025, being the latest practicable working day before
the date on which this Target Company Statement is sent to Shareholders, no issuances of Shares, changes
in the equity securities on issue, or distributions that could have affected the market prices referred to in this
paragraph 23.
Other information
23.6Other than as set out in this Target Company Statement and the Independent Adviser’s Report, there is no other
information about the market price of Shares that would reasonably be expected to be material to the making of
a decision by Shareholders to accept or reject the Offer.
24.OTHER INFORMATION
Rounding
24.1All shareholding percentages in this Target Company Statement are rounded to two decimal places unless
stated otherwise.
Reliance on information
24.2In preparing this Target Company Statement, RBD has relied on the completeness and accuracy of the
information in Appendix 1 to the Offer Document and the information provided to it by or on behalf of various
persons, including RBD’s Directors and Senior Managers, Shareholders holding or controlling 5% or more of the
Shares, and Finaccess.
Your decision
24.3You are responsible for making your own decision as to whether to accept the Offer. This Target Company
Statement does not take into account your individual investment objectives, financial or tax situation or needs.
If you have questions or if you are in doubt as to what you should do in respect of the Offer, you should seek
your own professional advice.
Websites
24.4References in this Target Company Statement to any website are for informational purposes only. To the extent
permitted by law, RBD and its Directors and Senior Managers do not assume responsibility for the contents of
any such website.
Target Company Statement21

SECTION 4: TAKEOVERS CODE DISCLOSURES
Forward looking statements
24.5This Target Company Statement (including the Independent Adviser’s Report) contains certain forward-looking
statements. These statements generally may be identified by the use of forward-looking words such as:
aim, anticipate, believe, estimate, expect, forecast, foresee, future, intended, likely, may, planned, potential,
projection, should and other similar words.
24.6You should be aware that there are risks (known and unknown), uncertainties, assumptions and other important
factors that could cause actual conduct, results, performance or achievements of RBD to be materially
different to the future conduct, results, performance or achievements expressed or implied by any forward-
looking statements.
24.7Future conduct, results, performance or achievements could be materially different from historical conduct,
results, performance or achievements. Such deviations are both normal and to be expected.
24.8No person, including the Directors and the Senior Managers of RBD, gives any warranty, representation
or assurance that any conduct, results, performance or achievements expressed or implied by any forward-
looking statements in this Target Company Statement (including the Independent Adviser’s Report) will
actually occur.
Currency
24.9Unless otherwise stated, all references in this Target Company Statement to $ are to New Zealand dollars.
Finaccess' Shareholding in RBD
24.10Information relating to the level of Finaccess’ Shareholding in RBD in Section 4 of this Target Company
Statement is stated at 5:00pm on 21 October 2025 (the latest practicable date before the date of this Target
Company Statement). Finaccess' Shareholding has increased after that date as a result of the acquisition of
Shares under the Offer.
24.11Finaccess is required to file substantial product holder notices that promptly disclose certain increases in
acceptances to the Offer. Those notices can be found on the NZX website (www.nzx.com) and the ASX website
(www.asx.com.au) under the code ‘RBD’.
25.APPROVAL OF THIS STATEMENT
25.1The Independent Committee unanimously approved this Target Company Statement, under delegated
authority from the Board, on 28 October 2025.
25.2Directors Carlos Fernández González, José Parés and Luis Miguel Álvarez are not members of the Independent
Committee and did not approve this Target Company Statement given their respective relationships with the
Finaccess Group Companies.
26.CERTIFICATE
26.1To the best of our knowledge and belief, after making proper enquiry, the information contained in or
accompanying this Target Company Statement is, in all material respects, true and correct and not misleading,
whether by omission of any information or otherwise and includes all the information required to be disclosed
by RBD under the Takeovers Code.
22Restaurant Brands

SECTION 4: TAKEOVERS CODE DISCLOSURES
Stephen Ward
Director and Chair of the Committee
Independent Committee
Huei Min (Lyn) Lim
Director
Arif Khan
Chief Executive Officer
Maria Elena Pato-Castel
Director
Emilio Fullaondo Botella
Director
Julio Valdés Garcia
Chief Financial Officer
Signed by :
Target Company Statement23

SCHEDULE ONE: OTHER FACTORS FOR YOU TO CONSIDER
Schedule One
OTHER FACTORS FOR YOU TO CONSIDER
1.WHAT IS THIS SCHEDULE?
1.1One potential outcome of the Offer is that Finaccess may end up controlling between 86.96% and 89.99% of the
Shares. This Schedule outlines certain implications if this were to occur.
2.CONTROL OVER THE BOARD AND BUSINESS STRATEGY
2.1As Finaccess controls >75% of the Shares, Finaccess controls the composition of the RBD Board (i.e., Finaccess
is already able to pass ordinary resolutions (a resolution passed by a bare majority of the votes cast on it) to
appoint and remove any and all Directors, even if all other Shareholders voted against such resolutions).
2.2At paragraph 13 of Appendix 1 of the Offer Document, Finaccess has stated that it does not currently intend
to make material changes to the business activities, material assets, capital structure or dividend policy of the
RBD group. However, Finaccess has reserved the right to make changes to those intentions. Accordingly, it is
possible that, after the Offer, Finaccess could support a change in RBD’s business strategy. As the nature, detail
and timing of a future change in strategy cannot be known now, the Independent Committee is unable to assess
impact on value and risk profile of any change.
2.3Finaccess, in addition to being able to pass ordinary resolutions, can also pass special resolutions (a resolution
passed by a 75% majority of the votes cast on it). This means that, subject to certain restrictions in the
Companies Act, Finaccess can pass special resolutions to approve changes to RBD’s constitution, approve a
major transaction (see paragraph 10.2 to 10.4 of this Schedule One), or approve the appointment of a liquidator
to RBD, even if all other Shareholders voted against such resolutions.
2.4Finaccess’ ability to vote on ordinary resolutions and special resolutions relating to certain matters is subject to
restrictions in the Companies Act, the NZX Listing Rules and the Takeovers Code. Some of the key restrictions
are outlined in paragraphs 8.4, 10.5(b), 10.6, 11.1 and 12.1(c) of this Schedule One.
3.POSSIBILITY OF A FOLLOW-ON OFFER
3.1Finaccess has announced that it will not make a subsequent takeover offer under the Takeovers Code for
the Shares within 24 months from 30 September 2025. Under the Takeovers Code, this statement is binding
on Finaccess.
3.2Accordingly, Finaccess cannot make another takeover offer for RBD before 30 September 2027. Finaccess
could, however:
(a)enter into a scheme implementation agreement with RBD before 30 September 2027 under which Finaccess
agrees to purchase all of the remaining Shares by way of a scheme of arrangement. An agreement of this nature
would need to be approved by the Board of RBD (excluding conflicted Directors) at the relevant time and the
scheme would need to be approved by Shareholders in accordance with the requirements of the Companies Act
(see paragraph 10 of this Schedule for further details); and/or
24Restaurant Brands

SCHEDULE ONE: OTHER FACTORS FOR YOU TO CONSIDER
(b)after waiting 12 months from the completion of the Offer, acquire up to 5% of the Shares on-market or off-market
in each 12 month period (see paragraph 7 of this Schedule for the limitations and implications of this ability
to “creep”).
4.POST OFFER SHARE PRICE
4.1It is possible that the Share price may not change materially in the short term after the end of the Offer period.
This is due to liquidity constraints (see paragraph 6 of this Schedule) and the potential for Shareholders who
do not accept the Offer to be unwilling to sell Shares on market for less than the Offer price. There may also be
limited buyers at or above the Offer price. However, the Independent Committee can provide no assurances as
to the post-Offer Share price. Shares may trade below, at, or above the Offer price.
5.DIVIDENDS
5.1RBD does not have a formal dividend policy that mandates or contemplates any particular dividend payout. If
Finaccess increases its Shareholding to between 86.96% and 89.99% of the Shares, it may encourage the Board
to adopt such a policy. However, there is no guarantee that this will occur, nor is there any guarantee that RBD
will pay any dividends, or as to the timing or quantum of any such dividends, after completion of the Offer.
6.LIQUIDITY
6.1Share trading liquidity is the ability to buy or sell Shares in reasonable quantities and within a short timeframe
without materially affecting the Share price.
6.2Liquidity is affected by the quantity of trades through the NZX and ASX, which is influenced by the number of
Shares that are available to trade (often referred to as “free float”). A decrease in free float means that fewer
Shares are available to trade, which can reduce liquidity. Given that, before the Offer, Finaccess owned ~75% of
the Shares, there was already limited free float and limited liquidity in the market for Shares.
6.3If Finaccess increases its Shareholding to be between 86.96% and 89.99% of the Shares as a result of the Offer,
the free float of Shares will decrease as Finaccess would own a larger majority of the Shares. This is likely to
result in a decrease in liquidity.
6.4A decline in liquidity may have a negative influence on the market price of Shares and may limit your ability to
sell larger parcels of Shares after completion of the Offer at a price that you are prepared to accept.
7.FUTURE CONTROL TRANSACTIONS
Finaccess currently can, and will continue to, determine the future control of RBD
7.1No change of control transaction (such as a full takeover offer by a third party or a takeover by way of scheme
of arrangement promoted by a third party) affecting RBD can be successful unless that transaction is supported
by Finaccess, given that Finaccess currently owns, and after the Offer will continue to own, more than 75% of
the Shares.
Finaccess may increase its control of RBD
7.2After waiting 12 months from the completion of the Offer, subject to compliance with any applicable New
Zealand overseas investment rules, Finaccess will be entitled to acquire an additional 5% Shareholding in RBD
in each 12-month period by way of on-market and off-market transactions under the “creep” provisions of the
Takeovers Code. There are no pricing restrictions on these transactions.
Target Company Statement25

SCHEDULE ONE: OTHER FACTORS FOR YOU TO CONSIDER
7.3Importantly, unless certain limited exceptions apply, Finaccess cannot make any “creeping” acquisition of
Shares at any time while Finaccess is in possession of inside information (in broad terms, non-public price
sensitive information) concerning RBD.
7.4If Finaccess increases its holding of Shares to 90% or more as a result of “creeping” acquisitions, Finaccess is
entitled, within a specified period, to compulsorily acquire the remaining Shares. If Finaccess chooses not to do
so then, within a specified period, remaining holders of Shares can require Finaccess to purchase those Shares.
7.5The compulsory acquisition price will depend on the manner in which Finaccess increased its Shareholding to
90% or above. In some cases (for example, if Finaccess increased its Shareholding to 90% or above as a result
of “creeping” acquisitions), the compulsory acquisition price must be a cash sum certified as fair and reasonable
by an independent adviser. If the compulsory acquisition price was determined in this manner, then outstanding
Shareholders holding 2% or more of the total number of Shares or 10% or more of the outstanding number of
Shares could object and require that the compulsory acquisition price be a fair and reasonable cash price set by
a different independent expert.
8.SHAREHOLDER PROTECTIONS
8.1If Finaccess increases its Shareholding in RBD to between 86.96% and 89.99%, and you continue to hold Shares,
you will have the benefit of various legal protections for minority Shareholders.
8.2The following paragraphs are intended to be a general (and non-exhaustive) summary of certain of those
legal protections. This summary is not legal advice. If you have any questions about your legal rights as a
holder of Shares (whether before or after the Offer), you should seek your own legal advice which is specific to
your circumstances.
Ongoing NZX Listing
8.3Many of the Shareholder protections described below arise under the NZX Listing Rules. It is possible that
Finaccess could seek for the Board to apply to NZX for a delisting of RBD from the NZX (which is RBD’s primary
listing) and/or ASX (where RBD has a foreign exempt listing).
8.4Ultimately, delisting from NZX, and the conditions of delisting, are at NZX’s discretion. The Independent
Committee understands that, where a company is delisting from NZX and not moving to another recognised
stock exchange, NZX usually requires, as a pre-condition to delisting, that the delisting be approved by an
ordinary resolution of the minority Shareholders (i.e., Shareholders who hold less than 10% of the Shares).
Finaccess could not vote on that resolution.
9.GOVERNANCE PROTECTIONS
Requirement for New Zealand resident Directors and Independent Directors
9.1The NZX Listing Rules requires the Board to have at least two Directors who are resident in New Zealand and at
least two independent Directors. Although independent Directors must satisfy the independence requirements
contemplated by the NZX Listing Rules (see paragraph 9.2 of this Schedule), as noted in paragraph 2.1 of this
Schedule, Finaccess is already able to, and will continue to be able to, determine who the independent Directors
are, as Finaccess is able to pass a resolution to appoint or remove any independent Director without reference
to other Shareholders.
9.2For the purposes of the NZX Listing Rules, an independent Director is a Director who is not an employee of RBD
and who does not have any direct or indirect interest, position, association or relationship that could reasonably
26Restaurant Brands

SCHEDULE ONE: OTHER FACTORS FOR YOU TO CONSIDER
influence, or could reasonably be perceived to influence, in a material way, the Director’s capacity to:
(a)bring an independent view to decisions in relation to RBD;
(b)act in the best interests of RBD; or
(c)represent the interests of Shareholders generally,
including having regard to the factors described in the NZX Corporate Governance Code that may impact
director independence, if applicable. The NZX Corporate Governance Code is set out in Appendix 1 to
the NZX Listing Rules, which are available on NZX’s website at: https://www.nzx.com/regulation/nzx-rules-
guidance/nzx-listing-rules.
Directors’ duties
9.3The Companies Act provides that all Directors, including any Finaccess representatives who are appointed as
Directors of RBD, owe the same duties to RBD.
9.4Amongst other duties, all Directors, in their capacity as Directors, must act in good faith and in the best interests
of RBD (i.e., rather than in the best interests of Finaccess or any other particular Shareholder(s)).
Prohibitions on interested Director voting
9.5The NZX Listing Rules requires a Director to not vote on a Board resolution in which a Director is interested. A
Director will be interested in a matter in various circumstances, including:
(a)if the Director is a party to, or may derive a material financial benefit from, the matter;
(b)if the Director has a material financial interest in another party to the matter; or
(c)if the Director is a director or officer of another party to, or person who may derive a material financial benefit
from, the matter.
9.6The two exceptions to the above rule are that a Director may vote on:
(a)a matter in which a Director is interested if, under the Companies Act, the matter requires Directors to sign a
certificate (for example, for the issue of Shares or a solvency certificate for the authorisation of a dividend); or
(b)the approval of Director indemnities granted under the Companies Act.
10.SHAREHOLDER OVERSIGHT
Major transactions
10.1A “major transaction” under the Companies Act involving RBD requires Shareholder approval by
special resolution.
10.2In broad terms, a major transaction is the sale or purchase of assets having a value in excess of 50% of
the pre-transaction market value of RBD’s gross assets. Importantly, the major transaction rules are entity
specific. A transaction by a subsidiary of RBD will not require major transaction Shareholder approval under the
Companies Act.
10.3If the Board proposes a major transaction and that transaction is approved by Shareholders, those Shareholders
who vote all of their Shares against the major transaction have minority buyout rights, being the right to require
RBD to acquire their Shares for a fair and reasonable cash price.
10.4The NZX Listing Rules requires a transaction under which RBD will, in broad terms, acquire or dispose of RBD
group assets which involves a gross value above 50% of RBD’s average market capitalisation, or which would
significantly change the nature of RBD’s business, requires Shareholder approval by ordinary resolution unless
the transaction is a major transaction, in which case Shareholder approval must be by special resolution.
Target Company Statement27

SCHEDULE ONE: OTHER FACTORS FOR YOU TO CONSIDER
Schemes of arrangement
10.5The Companies Act provides that if RBD wishes to implement a scheme of arrangement, including a scheme
under which Finaccess proposes to acquire the remaining Shares, the scheme would need to be approved by
Shareholders by:
(a)a resolution approved by a simple majority of the votes of those Shareholders entitled to vote. Finaccess would
be entitled to vote on this resolution and, accordingly, would be able to pass it even if all other Shareholders
voted against it; and
(b)a resolution approved by a majority of 75% of the votes of the Shareholders in each interest class entitled to
vote and voting on the resolution. If the scheme involved the acquisition of Shares by Finaccess, Finaccess
would constitute a separate interest class to other Shareholders and, therefore, the scheme would need to
be approved by a majority of 75% of the votes of the non-Finaccess Shareholders entitled to vote and voting.
However, if the scheme involved the acquisition of all of the Shares by a third party, including Shares owned by
Finaccess, and Finaccess was treated the same as other Shareholders under the scheme, then it is likely that
Finaccess would vote in the same interest class as other Shareholders. In the latter circumstance, Finaccess
would be able to pass the 75% resolution even if all other Shareholders voted against it.
Related party transactions
10.6The NZX Listing Rules provides that RBD must not enter into a “material transaction” (or related series of
transactions) with a “related party” without Shareholder approval by ordinary resolution. The related party
cannot vote on this resolution. Finaccess is a related party of RBD as it is the majority Shareholder of RBD, and
will continue to be a related party of RBD if it increases its Shareholding to between 86.96% and 89.99%.
10.7“Material transactions” include asset sales or purchases having a value of more than 10% of RBD’s average
market capitalisation and service arrangements where the annual gross cost to RBD is more than 1% of RBD’s
average market capitalisation. In addition, the issue of securities having a market value of more than 10% of
RBD’s average market capitalisation is also a “material transaction”.
Annual meetings
10.8RBD must continue to hold annual meetings of Shareholders.
10.9The NZX Listing Rules require RBD to hold each annual meeting in New Zealand, or Australia if Shareholders can
participate in the meeting by audio, audio and visual, and/or electronic means.
11.ANTI-DILUTION PROTECTION FOR MINORITIES
NZX Listing Rules restrictions on Share issues
11.1The NZX Listing Rules prevent RBD issuing Shares without Shareholder approval by ordinary resolution unless
an exception applies. A Shareholder (e.g., Finaccess) cannot vote on a resolution to approve the issue of Shares
to itself.
11.2The key exceptions to the Shareholder approval requirements for Share issues under the NZX Listing Rules are:
(a)pro-rata rights issues (including renounceable or accelerated rights issues) and share purchase plans;
(b)placements of up to 15% of RBD’s share capital in a 12-month period; and
(c)issues under employee share schemes or dividend reinvestment plans.
11.3Placements of new Shares will be subject to the related party transaction rules summarised in paragraph
10 above as well as the Takeovers Code restrictions described in paragraph 12 below among other
legal requirements.
28Restaurant Brands

SCHEDULE ONE: OTHER FACTORS FOR YOU TO CONSIDER
Governance requirements
11.4The Board must resolve, and Directors must certify, under the Companies Act that the price for the issue and the
terms of the issue are fair and reasonable to RBD and to all existing Shareholders.
12.RESTRICTIONS ON FINACCESS INCREASING ITS SHAREHOLDING
12.1The Takeovers Code prevents, after completion of the Offer, and while RBD remains listed by NZX (or otherwise
subject to the Takeovers Code), Finaccess from increasing its shareholding in RBD, except by way of one of the
following:
[31]
(a)a takeover offer under the Takeovers Code, provided that Finaccess cannot make another takeover offer before
30 September 2027;
(b)by way of a scheme of arrangement (see paragraph 10.5 of this Schedule);
(c)with prior Shareholder approval by ordinary resolution (on which Finaccess cannot vote); or
(d)the “creep” rules summarised in paragraphs 7.2 and 7.3 of this Schedule.
13.SHAREHOLDER INFORMATION
Annual reports
13.1The NZX Listing Rules, provide that RBD must prepare, and make available to Shareholders, an annual report.
This is also a Companies Act obligation.
13.2The annual report must include audited consolidated financial statements for RBD and certain other matters.
Continuous disclosure
13.3The NZX Listing Rules require RBD to immediately disclose price sensitive information to NZX, subject to
certain limited exceptions.
[31]
There are also a number of exemptions that would permit Finaccess to temporarily increase its Shareholding in certain
circumstances, provided it reduced that Shareholding within a specified time period.
Target Company Statement29

GLOSSARY
Glossary
TERMDEFINITION
ACCAccident Compensation Corporation
BoardThe Board of Directors of RBD
Companies ActCompanies Act 1993
DirectorA director of RBD
FinaccessFinaccess Restauración, S.L.
Finaccess Group
Grupo Far-Luca and any of its subsidiaries from time to time (but excluding RBD and
its subsidiaries)
Finaccess Group CompanyA member of the Finaccess Group
Grupo Far-LucaGrupo Far-Luca S.A. de C.V.
Grupo FinaccessGrupo Finaccess S.A.P.I de C.V.
Independent AdviserCalibre Partners Limited
Independent Adviser’s Report
The report prepared by the Independent Adviser on the merits of the Offer under rule 21 of
the Takeovers Code, which accompanies this Target Company Statement
Independent Committee
The Committee of Independent Directors established by the Board to take responsibility
for RBD’s response to the Offer
Independent Directors
The independent Directors of RBD at the date of this Target Company Statement, being
Stephen Ward, Emilio Fullaondo Botella, Maria Elena Pato-Castel, and Huei Min (Lyn) Lim
Lock-Up Deed
The Lock-Up Deed between ACC and Finaccess dated 30 September 2025 as disclosed to
the NZX on 30 September 2025
Offer
The full takeover offer made by Finaccess under the Takeovers Code for all of the equity
securities in RBD, being the Shares, that Finaccess does not already own
Offer Document
Finaccess’ Offer Document dated 14 October 2025 which sets out the full terms of
the Offer
Offer priceNZ$5.05 cash in respect of each Share
RBDRestaurant Brands New Zealand Limited
RBD US SubsidiariesAll of the subsidiaries of RBD incorporated in the United States
Senior Manager
A senior manager, in terms of the Takeovers Code, of RBD for the purposes of this Target
Company Statement, being Arif Khan (Chief Executive Officer), Julio Valdés Garcia (Chief
Financial Officer) and Callum Webb (Chief Legal and Compliance Officer)
ShareholderA holder of Shares
SharesThe fully paid ordinary shares in RBD
Takeover Notice
Finaccess’ formal notice, under rule 41 of the Takeovers Code, of its intention to make the
Offer, dated 30 September 2025
30Restaurant Brands

DIRECTORY
Directory
Board of DirectorsJosé Parés (Chairman and Non-Executive Director)
Carlos Fernández González (Non-Executive Director)
Luis Miguel Álvarez (Non-Executive Director)
Stephen Ward (Independent Director)
Emilio Fullaondo Botella (Independent Director)
Maria Elena (Malena) Pato-Castel (Independent Director)
Huei Min (Lyn) Lim (Independent Director)
Independent AdviserCalibre Partners Limited
Legal AdviserHarmos Horton Lusk Limited
Financial AdviserMurray & Co
Share registryComputershare Investor Services Limited
Registered officeLevel 3, Building 7
Central Park
666 Great South Road
Penrose, Auckland 1640
Postal addressP O Box 22 749
Otahuhu
Auckland 1640
New Zealand
Contact phone number+ 64 9 525 8700
Websitewww.restaurantbrands.co.nz
Emailinvestor@rbd.co.nz
Target Company Statement31

RESTAURANTBRANDS.CO.NZ

---

Restaurant Brands New Zealand
Limited
Independent Adviser’s Report in relation to the takeover offer from
Finaccess Restauración, S.L
October 2025

STATEMENT OF INDEPENDENCE
Calibre Partners confirms that it:
• has no conflict of interest that could affect its ability to provide an unbiased report; and
• has no direct or indirect pecuniary or other interest in the proposed transaction considered in this report, including
any success or contingency fee or remuneration, other than to receive the cash fee for providing this report.
Calibre Partners has satisfied the Takeovers Panel, on the basis of the material provided to the Panel, that it is
independent under the Panel’s Guidance Note on Independent Advisers for the purposes of preparing this report.

calibrepartners.co.nz pg 1
Table of contents

1. Executive Summary ............................................................................................................................................................................................. 3
1.1 Introduction ................................................................................................................................................................................................... 3
1.2 The Offer ........................................................................................................................................................................................................... 3
1.3 Potential outcomes ................................................................................................................................................................................... 4
1.4 Key issues to be considered by shareholders ......................................................................................................................... 5
2. Background ............................................................................................................................................................................................................... 6
2.1 The Offer ........................................................................................................................................................................................................... 6
2.2 Profile of Finaccess .................................................................................................................................................................................... 6
2.3 Purpose of this report .............................................................................................................................................................................. 6
2.4 Other ................................................................................................................................................................................................................... 7
3. Industry overview .................................................................................................................................................................................................. 8
3.1 Foodservice sector ..................................................................................................................................................................................... 8
3.2 Categories and key brands .................................................................................................................................................................. 8
3.3 Industry factors ............................................................................................................................................................................................ 9
4. Company overview ........................................................................................................................................................................................... 12
4.1 Overview and history ........................................................................................................................................................................... 12
4.2 Operational overview ........................................................................................................................................................................... 13
4.3 Share ownership ..................................................................................................................................................................................... 16
4.4 Share price performance .................................................................................................................................................................. 17
5. Financial overview............................................................................................................................................................................................. 19
5.1 Consolidated financial performance ......................................................................................................................................... 19
5.2 Financial performance by region ................................................................................................................................................ 21
5.3 Financial position ................................................................................................................................................................................... 26
6. Valuation ................................................................................................................................................................................................................. 28
6.1 Approach to valuation ......................................................................................................................................................................... 28
6.2 Valuation summary ............................................................................................................................................................................... 30
6.3 Discounted cash flow .......................................................................................................................................................................... 31
6.4 Market approach .................................................................................................................................................................................... 37
7. Merits of the Offer ............................................................................................................................................................................................. 43
7.1 Restaurant Brands’ performance ................................................................................................................................................ 43
7.2 Standalone valuation of Restaurant Brands ........................................................................................................................ 43
7.3 Potential outcomes of the Offer ................................................................................................................................................... 44
7.4 Likelihood of an increase to the proposed consideration .......................................................................................... 44
7.5 Prospect of alternative takeover offers during Offer period ..................................................................................... 44
7.6 Follow-on offers ....................................................................................................................................................................................... 45
7.7 Prospect of an investor acquiring a strategic shareholding of less than 20% ............................................. 45
7.8 Tax ..................................................................................................................................................................................................................... 45

calibrepartners.co.nz pg 2
Appendix 1: Sources of information ................................................................................................................................................................ 46
Appendix 2: Qualifications and declarations ............................................................................................................................................. 47
Appendix 3: Valuation methods ......................................................................................................................................................................... 48
Appendix 4: Discount rates ................................................................................................................................................................................... 49
Appendix 5: Glossary of key terms .................................................................................................................................................................... 52

calibrepartners.co.nz pg 3
1. Executive Summary
1.1 Introduction
Restaurant Brands New Zealand Limited (Restaurant Brands or the Company) is a New Zealand
incorporated company that is listed on the New Zealand Stock Exchange (NZX), with a foreign exempt
listing on the Australian Securities Exchange (ASX).
Restaurant Brands owns and operates Quick Service Restaurants (QSR) under the KFC, Taco Bell, Pizza Hut
and Carl’s Jr brands. Restaurant Brands has around 380 company owned and 143 franchised stores across
New Zealand, Australia, California, and Hawaii (including Guam and Saipan). Restaurant Brands employs
over 12,500 staff and caters to over 60 million customers annually.
On 30 September 2025, Restaurant Brands announced that it had received a notice from its majority
shareholder, Finaccess Restauración, S.L. (Finaccess or the Offeror), of Finaccess’ intention to make a
takeover offer (Offer) for all of the fully paid ordinary shares in Restaurant Brands (RBD Shares) that it does
not own. Finaccess subsequently made a formal Offer on 14 October 2025.
1.2 The Offer
Consideration
The Offer is a full takeover offer at $5.05 per share.
1

Finaccess has made a binding statement that it will not increase the Offer price, nor will it make a
follow-on takeover offer within 24 months.
Share commitments
As at 23 October 2025, shareholders with a combined interest of 11.94% of the RBD Shares have
accepted or agreed to accept the Offer. Together with the RBD Shares it already holds, this will result in
Finaccess increasing its shareholding to at least 86.96% of the RBD Shares.
Unconditional
The Offer is unconditional.
2

The Offer will proceed unless it is withdrawn in accordance with the Takeovers Code, which would require
the consent of the Takeovers Panel.
3

Accepting or rejecting the Offer
The Offer remains open for acceptance until 11.59pm NZDT on 25 November 2025, unless the Offer is
extended in accordance with the Takeovers Code.
The Offer is open for acceptance by any person who holds RBD Shares, whether the shares were acquired
before, on or after the date of the Offer.

1
The Offer price may be adjusted in accordance with Section 4 of the Terms and Conditions of the Offer.
2
Paragraph 3.10 of the Terms and Conditions of the Offer.
3
Finaccess has received the necessary consents required under the Overseas Investment Act 2005 and Overseas
Investment Regulations 2005.

calibrepartners.co.nz pg 4
1.3 Potential outcomes
The possible outcomes of the Offer are:
• Finaccess receives sufficient acceptances to control at least 90% of the RBD Shares
If Finaccess receives sufficient acceptances to hold or control at least 90% of the RBD Shares, then
Finaccess will have the ability to compulsorily acquire the remaining RBD Shares it does not already
control, and has indicated it intends to do so.
All shareholders who accept the Offer would receive $5.05 per share they own, in cash.
In the event of a compulsory acquisition, the remaining shareholders would receive the same
consideration as those who accepted the Offer.
• Finaccess does not receive acceptances to control 90% of the RBD Shares
Finaccess will increase its interest in Restaurant Brands as a result of the Offer. However, it might not
reach sufficient acceptances to hold or control 90% of the RBD Shares.
As at 23 October 2025, around when this report was finalised, Finaccess already had acceptances that
will mean it will hold at least 86.96% of the RBD Shares once the Offer completes.
All shareholders who accept the Offer would receive $5.05 per RBD Share they own.
Shareholders who reject the Offer would retain their RBD Shares.
Restaurant Brands would remain a listed company.
All else being equal, we consider the listed price for RBD Shares would likely recede from current levels
in this scenario – at least in the short term.

calibrepartners.co.nz pg 5
1.4 Key issues to be considered by shareholders
For shareholders deciding whether to accept or reject the Offer, key issues to be considered include:
• The proposed consideration of $5.05 per RBD Share is below our assessed valuation range of $5.24 to
$6.20 per share. Our valuation is for 100% of Restaurant Brands.
• The proposed consideration represents a premium of 70.6% to the closing share price of $2.96 on
29 September 2025, which was the last trading day before the notice of the Offer.
• Finaccess has stated that it will not increase its offer or make a follow-on offer within 24 months.
• We consider there is a high likelihood the RBD Share price would recede from current levels, once the
Offer closes, if Finaccess does not reach 90% control of RBD Shares.
• Should Finaccess not reach 90% control of RBD Shares, shareholders who continue to hold
RBD Shares would remain shareholders in a company largely controlled by Finaccess, and which has
reduced liquidity in share trading.
• In those circumstances, we consider it likely there would be a further offer for Restaurant Brands
sometime in the future, either from Finaccess, an associate, or a party with the agreement of
Finaccess. However, the timing of any such offer is uncertain, and the value of Restaurant Brands at
the time would depend on its performance over the intervening period and the outlook.
• After 12 months from the closing of the Offer, Finaccess would also be entitled to acquire an
additional 5% shareholding in Restaurant Brands, per annum, under the ‘creep’ provisions of the
Takeovers Code. If this happens, Finaccess could cross the 90% threshold for compulsory acquisition at
which point:
– the remaining shareholders would be entitled to have their shares acquired at a price certified as a
“fair and reasonable value”; and
– Finaccess would also have the right to compulsorily acquire the remaining RBD Shares held by the
remaining shareholders at a price certified as a “fair and reasonable value”.
• Shareholders should consider their likely investment horizon when considering the Offer. Even
though the proposed consideration is below our assessed valuation range, it may represent the
highest level of consideration available to shareholders in the short term.
• Our valuation range was determined on 21 October 2025.
In our opinion, the Offer is reasonable for shareholders who wish to exit their investment in RBD Shares
in the short term. However, we consider the proposed consideration is less attractive for shareholders
with longer-term investment horizons.
The above should be read in the context of the whole of this Report, including our analysis of the merits of
the Scheme, as set out in Section 7.
Accepting or rejecting the Offer is a matter for individual shareholders based on their own views as to
value and future market conditions, as well as their risk profile, liquidity preference, portfolio strategy, tax
position and other factors. For example, taxation consequences can vary widely across shareholders, and
we note the after-tax value of the proposed consideration may vary between shareholders given their
respective tax positions. Shareholders will need to consider these consequences and, if appropriate,
consult their own professional advisers.

calibrepartners.co.nz pg 6
2. Background
2.1 The Offer
On 30 September 2025, Finaccess issued a formal notice of its intention to make a takeover offer (Offer)
under the Takeovers Code.
Finaccess made an Offer to Restaurant Brands shareholders on 14 October 2025.
The Offer is a full takeover offer at $5.05 per share, which represents a premium of around 70% to the
closing price on NZX of $2.96 per share on 29 September 2025, being the day before the Offer was
announced.
Pursuant to the Takeovers Code, if Finaccess receives acceptances under the Offer that result in it
increasing its shareholding in Restaurant Brands to 90% or more, Finaccess has the right to compulsorily
acquire the remaining shares from the minority shareholders and has indicated it intends to do so.
As at 23 October 2025, shareholders with a combined interest of 11.94% of the RBD Shares have
accepted the Offer. Together with the RBD Shares it already holds, Finaccess has secured a 86.96% of the
RBD Shares, this includes shares it acquired from Accident Compensation Corporation (ACC) pursuant to
the Lock-up Deed between Finaccess and ACC. As such, Finaccess requires acceptances for a further
3.04% of the RBD Shares for the 90% threshold to be met.
Regardless of which other shareholders accept the Offer, Finaccess will increase its shareholding in
Restaurant Brands as a result of the Offer.
2.2 Profile of Finaccess
Carlos Fernández-González (Mr Fernández) founded Grupo Finaccess S.A.P.I. de C.V. (Grupo Finaccess), a
company incorporated in Mexico. Mr Fernández has a beneficial interest in 64.31% of Grupo Finaccess, via
an intermediary company, Grupo Far-Luca S.A de C.V (Grupo Far-Luca).
Grupo Far-Luca and Grupo Finaccess hold and control the Offeror, via intermediary companies.
4

We refer to Grupo Far-Luca and all its subsidiaries, but excluding Restaurant Brands and its subsidiaries, as
the ‘Finaccess Group’ or the ‘Offeror Group’.
In addition to its majority interest in Restaurant Brands, the Finaccess Group has interest in other
foodservice sector entities, which includes Quick Service Restaurant (QSR) and fast-casual dining
businesses. Grupo Finaccess holds a 67% interest in AmRest Holdings SE (AmRest), which is a casual
dining chain operating in Europe and China, listed on the Warsaw Stock Exchange and the Madrid Stock
Exchange, and with a market capitalisation of approximately US$900 million.
Entities within the Finaccess Group also have a presence in the real estate market in Europe and Asia, with
an interest of approximately 13% in Inmobiliaria Colonial (Colonial). Colonial is a Spanish real estate
business listed on the Spanish Stock Exchange with an approximate market capitalisation of US$4 billion.
2.3 Purpose of this report
Restaurant Brands is subject to the Takeovers Code.
Rule 21 of the Takeovers Code requires an independent advisor to report on the ‘merits’ of a takeover offer.
The term ‘merits’ has no definition in either the Takeovers Code or in any statute dealing with securities or
commercial law in New Zealand. While the Takeovers Code does not prescribe a meaning of the term
‘merits’, the Takeovers Panel has interpreted the term to include both positives and negatives in respect of
a transaction.

4
Further details on the ownership and control of the Offeror are set out at Appendix 1 of the Offer.

calibrepartners.co.nz pg 7
The Independent Directors of Restaurant Brands have appointed Calibre Partners to prepare an
Independent Adviser’s Report (this Report) to inform Restaurant Brands’ shareholders on the merits of the
Offer. Our appointment has been approved by the Takeovers Panel.
This Report should not be used for any other purpose other than as an expression of Calibre Partners’
opinion as to the merits of the Offer. Shareholders should read the Target Company Statement issued by
Restaurant Brands in conjunction with this Report.
Accepting or rejecting the Offer is a matter for individual shareholders based on their views as to value and
future market conditions, as well as their risk profile, liquidity preference, portfolio strategy, tax position
and other factors. In particular, taxation consequences can vary widely between shareholders.
Shareholders will need to consider these consequences and, if appropriate, consult their own professional
advisers.
2.4 Other
The sources of information we have had access to and relied upon are set out in Appendix 1.
This Report should be read in conjunction with the statements and declarations set out in Appendix 2
regarding our independence, qualifications, general disclaimer and indemnity, as well as restrictions on
the use of this Report.
Unless specified otherwise:
• References to ‘$’ and ‘NZD’ are to New Zealand Dollars.
• References to ‘USD’ are to United States Dollars.
• References to ‘AUD’ are to Australian Dollars.
• References to ‘local currency’ are to the currency in the relevant jurisdiction.
When referring to Restaurant Brands, references to financial years or ‘FY’ mean Restaurant Brands’
financial years ended 31 December.
Tables may not add due to rounding.

calibrepartners.co.nz pg 8
3. Industry overview
3.1 Foodservice sector
QSR is a channel within the broader foodservice sector, which also includes cafes, fast-casual dining,
full-service restaurants, and catering services. Drinking establishments are sometimes also categorised in
the foodservice sector.
Businesses in the foodservice sector generally have a relatively high proportion of their input costs
associated with labour and ingredients. Depending on the nature of the business, premises costs are
often also substantial.
3.2 Categories and key brands
QSR cuisine categories are shown in Table 1.
Table 1: QSR cuisine categories, relative market share
Category New Zealand Australia Global

Burgers 40.6% 43.8% 42.3%

Pizzas 27.7% 14.5% 8.9%

Sandwiches, salad and juices 11.9% 8.1% 9.6%

Chicken 11.0% 20.4% 15.8%

Confectionary and desserts 1.9% 7.7% 15%

Other 6.9% 5.5% 8.4%
Source: IBISWorld, Fast Food and Takeaway Food Services in New Zealand, February 2025. Fast Food and Takeaway Food Services in
Australia, March 2025
Meat-centric offerings tend to be dominant, with the ‘Burger’ category generally accounting for more than
40% of QSR sales. Globally ‘Chicken’ has emerged as a high-growth category, especially in emerging
markets, due to its affordability and its ability to offer individual and family sized options and value meals.
5

There are a large number of brands (also referred to as concepts) available in the QSR sector, ranging from
large chains with global reach to smaller in-country independent brands, often with a niche offering. The
larger concepts and the concepts operated by Restaurant Brands are shown in Figure 1.

5
Mordor Intelligence. Global Quick Service Restaurant market

calibrepartners.co.nz pg 9
Figure 1: Key global brands (ranked by system-wide sales, USD billions)

#1 #2 #3 #4 #5 #6 #7 #8 #9 #10 #14 #18 #34
Source: QSR magazine, August 2025.
Traditionally large franchised and chain-operated brands have been the dominant operators. However,
independent participants are taking an increasingly prominent role in catering to regional preferences
and cuisine.
The strength of the chain and franchised outlets lies in their global brand recognition, extensive store
networks, economies of scale and investment in technology to improve customer experience and
efficiencies.
3.3 Industry factors
Competition
The QSR industry tends to be highly competitive, with many categories and brands competing for the
same consumers. This includes competition from:
• other established QSR entities,
• new entrants to a particular market that are already established elsewhere,
• new QSR concepts,
• other food service businesses, such as fast-casual dining and food delivery services, and
• competition from the same brand when there are multiple franchisees operating a single concept.
In particular, rapid advances in technology and the prevalence of smartphones has improved consumers’
access to a choice of options and has made food delivery services a preferred choice for many consumers.
While QSR restaurants can benefit from selling food through a food delivery service, this comes with an
associated cost.
While some established, well-known concepts like McDonald’s have tended to maintain their presence
over the longer term, concepts do fall in and out of consumer preference, and it is reasonably common for
new concepts to be established and withdrawn from regional markets.
53.5
30.4
22.7
16.2
12.6
12.5
11.1
11.0
9.7
9.5
5.5
4.9
1.5
Mcdonald's
Starbucks
Chick-Fil-A
Taco Bell
Wendy's
Dunkin
Chipotle
Burger King
Subway
Domino's
Pizza Hutt
KFC
Carl's Jr
0
10
20
30
40
50
60

calibrepartners.co.nz pg 10
As an example, Popeyes has recently entered the New Zealand market in 2024. Popeyes is a fried chicken
business that is larger than KFC in the United States by sales.
6
While KFC has historically had a more
substantial presence outside the United States, an international expansion by Popeyes could put pressure
on KFC businesses. Equally, Taco Bell has a dominant presence in the Mexican-inspired category in
Hawaii, similar to KFC in New Zealand, but there are other Mexican-inspired concepts that could over time
enter the market.
Franchised businesses
QSR businesses are often franchised businesses.
Franchise agreements offer the benefits of operating under a recognised brand, with an established
business model, and usually with associated support systems in place. However, there is also usually a
natural lack of autonomy associated with operating under a franchise agreements, with menu strategy,
pricing, supply chain, advertising often determined by the brand owner.
Macroeconomic conditions
QSR operations are sensitive to macroeconomic conditions and consumer discretionary spending,
although this depends on the exact brand and wider macroeconomic factors. In particular, QSR
restaurants tend to be relatively cheaper than other foodservice businesses, which can reduce the impact
of changes in consumer discretionary spending relative to more expensive options.
At the current time the markets in which Restaurant Brands operates are tending to be adversely affected
by negative macroeconomic conditions, affecting consumer demand. This includes inflationary pressures,
and relatively high interest rates, putting pressure on disposable income.
Labour-cost inflation in high wage markets is compressing margins
Rising input costs, including food inflation and increasing minimum wages have put pressure on
QSR margins. The recent increases in the key markets in which Restaurant Brands operates are illustrated
in Figure 2 and Figure 3.
Figure 2: Food inflation
7

Figure 3: Minimum wage (local currency)

Source: Trading Economics, Bureau of Labor Statistics, Employment New Zealand and State of Hawaii Wage Standards Division
Food inflation has tended to moderate, albeit at a reasonably high level. However, wage costs remain a
key factor impacting profit margins.

6
QSR Magazine, May 2025.
7
California’s data for food inflation is based on Los Angeles
0%
3%
6%
9%
12%
15%
2022202320242025
NZAUSHawaiiCalifornia
0
5
10
15
20
25
30
2022202320242025
NZAUSHawaiiCalifornia

calibrepartners.co.nz pg 11
In 2024, Restaurant Brands experienced a ~30% increase in labour costs in California following an increase
to the minimum wage for fast-food workers to US$20 per hour. In New Zealand and Australia, a tight
labour market has limited trading hours and pushed up labour input costs.
Urbanisation and evolving lifestyles
Rapid urbanisation (globally) and increasingly busy lives are driving the growth in QSR globally. This is
considered a meaningful factor supporting QSR sector growth. The demand for convenient and quick
dining options by busy, dual income households has (and is expected to continue to) create opportunities
for network expansion.
Health-conscious consumers
QSR’s have faced the challenge of the prevalence of obesity in many of their largest markets. In the
jurisdictions in which Restaurant Brands operates there are regulatory requirements to provide
transparent nutritional information. Combined with changing consumer preferences and health
consciousness this has been a catalyst for recent ‘menu innovation’ with QSRs responding with menu
transparency and more health-conscious offerings.
Digital transformation and technological advances
Mobile apps, online ordering, AI-recommendation engines and self-service kiosks are enhancing speed,
increasing reach and personalising the consumer experience. This removes transaction friction for
consumers, making ordering food simpler and faster.
Yum! Brands, Inc. (Yum!) (the owner of KFC, Taco Bell, Pizza Hut and Habit Burger & Grill) reported that
50% of 2024 sales globally came through digital channels as it continues to scale its digital and
technology platforms globally.
QSR businesses can also use real time, localised and personalised data to set prices and customise
promotions, with localised marketing to keep customers engaged and curate the customer experience.
Menu innovation and customer loyalty
QSRs commonly adapt menu offerings to changing consumer preferences and tastes. This includes
brands offering more health-conscious menus as well as offering limited time offers, regional flavours and
value meal deals, these have become key strategies for attracting and retaining consumers.
Customer loyalty programs are also proving successful. For example, QSR Magazine (August 2025)
reported that Taco Bell’s loyalty program resulted in the average number of visits per year increasing from
5.8 times to 10.2 times (~76% increase).
Drive-thru and delivery expansion
Many businesses now operate multi-channel strategies (dine-in, takeaway, drive-thru and home delivery)
to maximise market penetration and revenue growth. Drive-thru lanes and partnerships with third-party
delivery platforms are increasing accessibility. Delivery channels are the fastest growing segment, as these
are compatible with current day lifestyle demands of consumers. Delivery aggregators do however charge
merchants fees. Many industry participants have, and continue to, invest in upgrades to their drive-thru
operations.
The dine-in model does however remain relevant due to the social appeal, QSR brands globally are
tending to invest in modernising their dine-in spaces.

calibrepartners.co.nz pg 12
4. Company overview
4.1 Overview and history
Restaurant Brands was incorporated in 1997 to acquire the New Zealand restaurant and takeaway
operations of KFC and Pizza Hut from the previous owners PepsiCo Inc (now Yum!). The initial purchase
included 122 stores.
Figure 4: Timeline of key events
1997 Restaurant Brands incorporated and acquires certain KFC and Pizza Hut operations in New Zealand.
1998 Restaurant Brands obtains franchise rights for the Starbucks brand in New Zealand.
2000 Restaurant Brands acquires Eagle Boys pizza stores, later rebranding them to Pizza Hut.
Pizza Hut model transformed from a dine-in model to focus on delivery and takeaway model.
2002 Restaurant Brands acquires 51 Pizza Hut stores in Victoria, Australia.
2008 Restaurant Brands divests its Pizza Hut operations in Victoria, Australia.
2011 Restaurant Brands begins selling Pizza Hutt stores to independent franchise owners in New Zealand.
Forsgren NZ Ltd (Forsgren) opens the first Carls Jr stores in New Zealand.
Restaurant Brands acquires New Zealand franchise rights for Carl’s Jr (exclusive for further stores but
subject to existing rights held by Forsgren in Auckland).
2012 Restaurant Brands opens its first Carl’s Jr stores in New Zealand.
2014 Restaurant Brands acquires seven Carl’s Jr stores that were owned by Forsgren NZ Ltd.
2016 Restaurant Brands acquires QSR Pty Limited, which owns 42 KFC stores in New South Wales, Australia.
2017
Restaurant Brands acquires Pacific Island Restaurants Inc., which owns 37 Taco Bell and 45 Pizza Hut
stores in Hawaii, Guam and Saipan.
2018 Restaurant Brands divests its Starbucks Coffee stores in New Zealand.
2019
Finaccess Capital acquires a majority 75% stake in Restaurant Brands.
Restaurant Brands brings the Taco Bell brand to New Zealand and New South Wales, Australia.
2020
Restaurant Brands acquires 58 KFC and 11 combined KFC / Taco Bell stores in California, USA.
2025
Restaurant Brands receives a takeover Offer from Finaccess Capital.
Since its incorporation, Restaurant Brands has made several investments into new brands and regions. It
has made several investments into various markets and new concepts, as well as reinvesting into its
existing network. Some investments have been value accretive (e.g. investment into Hawaii and KFC
Australia), while other investments have performed below original expectations and have negatively
impacted on the value of RBD Shares.
Restaurant Brands currently oversees a network of 522 stores, including 380 owned and operated stores
under four brands across four geographic regions, as well as 137 stores owned by independent
franchisees in New Zealand.

calibrepartners.co.nz pg 13
4.2 Operational overview
Restaurant Brands is organised into five operating segments, each segment representing a region plus
the corporate function. This is the level at which the company is managed.
New Zealand Australia Hawaii
8
California
Entry date 1997 2016 2017 2020

FY24 Store
revenue
(contribution
by value and
proportion)
$625.9 million

$309.9 million

$280.3 million

$177.4 million

FY24 Store
EBITDA
(contribution
by value and
proportion)
$104.0 million

$35.3 million

$44.7 million

$7.6 million

Store network
9

Owned 115 17 6 18 73 10 36 34 71
10

Franchisee – – 137 – – – – –
Total 115 17 143 18 73 10 36 34 71

Supply chain
managed by
Restaurant Brands
logistics team
Yum! Yum! Yum!
Source: Restaurant Brands annual reports, Restaurant Brands management, store numbers as at 30 June 2025
New Zealand is the Company’s largest and most profitable market, contributing more than half of the
group store revenue and store EBITDA.
11
The next most profitable market is Hawaii, which is underpinned
by its Taco Bell operations. KFC is the most prominent brand across the portfolio, representing close to
two thirds of Restaurant Brands’ overall store network.
The supply chain, pricing and advertising for Restaurant Brands’ New Zealand operations are
predominantly managed by its own teams. In contrast, supply chain and advertising activities are largely
managed by Yum! entities for Restaurant Brands’ United States and Australian operations.

8
Including Saipan and Guam.
9
As at 30 June 2025
10
11 of the 71 KFC stores in California also sell Taco Bell menu items.
11
Store EBITDA is frequently used and referred to as a performance metric. It is defined in the annual report as EBITDA
before General and Administration (G&A) expenses, NZ IFRS 16 and Other Items.
22%20%
13%
54%
18%
23%
4%
45%

calibrepartners.co.nz pg 14
Regions and store network
Restaurant Brands has significantly grown the number of owned stores since FY19, primarily through its
entry into California, which added around 70 stores, and the addition of 20 stores (net) in Australia.
Figure 5: Number of owned stores, by location

Source: Restaurant Brands annual reports
The overall number of Company owned New Zealand stores has increased by around 5% between
December 2019 and December 2024. This change has included a decrease in FY20 due to the sale of 16
Company owned Pizza Hut stores to sub-franchisees, followed by the addition of new KFC and Taco Bell
stores.
Restaurant Brands’ entry into California took place at the start of FY20, when it acquired 58 KFC and 11
combined KFC-Taco Bell stores in Southern California. The stores performed well for a period after they
were first acquired but their performance has since deteriorated. The overall number of stores has
remained reasonably static, with some new stores added but some unprofitable locations closed or
converted to standalone KFC operations.
Restaurant Brands is optimising its portfolio in certain regions. This has involved exiting underperforming
stores in Australia and California, coupled with new store formats to build brand awareness and
penetration.
Franchise agreements
Restaurant Brands is a corporate franchisee, operating brands licensed from Yum! and CKE Restaurants
Holdings, Inc. (CKE). Yum! owns the KFC, Taco Bell and Pizza Hut brands and CKE owns Carl’s Jr.
Restaurant Brands holds a master franchise with Yum! for Pizza Hut in New Zealand, which has allowed it
to divest its Pizza Hut stores to sub-franchisees over time. It operates a normal corporate franchisee model
(i.e. it owns and operates stores) in all other jurisdictions and for all other brands.
Restaurant Brands pays royalty fees and advertising contributions to Yum! and CKE. These are a
percentage of sales, payable monthly. The exact percentage varies between brands and locations.
148
137 137
143
147
155
FY19FY20FY21FY22FY23FY24
New Zealand
65
70
79
83
84
85
FY19FY20FY21FY22FY23FY24
Australia
74
72
73
75
70 70
FY19FY20FY21FY22FY23FY24
Hawaii
0
69
70
7575
71
FY19FY20FY21FY22FY23FY24
California

calibrepartners.co.nz pg 15
The franchise agreements and relationships with Yum! and CKE are long-standing and usually expressed
with 10 year initial terms with 10 year extension rights provided that the franchisee is in good standing
with the franchisor at the time of renewal. Renewal conditions commonly include store refurbishment
requirements. Franchise agreements can be terminated for a number of reasons, including food safety
breaches, non-payment of royalties/advertising contributions and failure to meet development targets or
refurbishment requirements.
Restaurant Brands has sub-franchisee agreements with numerous independent operators of Pizza Hut
stores in New Zealand. These agreements are typically expressed with 10 year initial terms with 10 year
extension rights provided that the sub-franchisee is in good standing with the master franchisor at the
time of renewal. As master franchisor, Restaurant Brands provides marketing, supply chain and logistics
services to sub-franchisees and is responsible for ensuring that sub-franchisees operate their stores in
accordance with Pizza Hut brand standards.
Corporate strategy
Restaurant Brands has communicated four focus areas. There is an overarching continued focus on
improving profitability in all jurisdictions, and topline growth in California.
Table 2: Corporate strategy
Focus areas

Profitable &
Sustainable Growth

Operational Innovation
& Excellence

Customer Centricity

High performing team
What
Restaurant
Brands is
focussed on
• Revenue and
margin growth
• Network expansion
• Brand equity and
reach
• Scaling
automation and
digital capabilities
• Advances in
sustainability
• Optimising
systems and
processes
• Menu innovation
• Seamless digital
interactions
• Store
enhancements
• An engaged and
inclusive workforce
• Engagement and
development
FY24
highlights
• New store formats
for speed and
convenience
• Franchise
expansion
• Margin
improvements
through pricing
and cost efficiency
• Upgraded point of
sales systems
• Energy saving
initiatives
• Strengthened
supply chain and
inventory systems
• Consistent menu
innovation
• Enhanced
engagement
programs
• Launched digital
first compact
stores
• Centralised
strategic decision
making
• Improved health
and safety
• Enhanced culture
and team
connection
Key priorities
for FY25
• Expansion of stores
in high growth
locations
• Revenue and
margin gains
• Strategic revenue
programs
• Further
automation
• Investment in
green technology
• Greater cross-
market alignment
• Continued
optimisation of
digital channels
• Value-led
promotions
• Enhanced loyalty
schemes
• New talent
framework to
attract and retain
• Enhanced
recognition
programmes
• Expanding
leadership
pathways
Source: Restaurant Brands annual report

calibrepartners.co.nz pg 16
4.3 Share ownership
As at 7 October 2025, Restaurant Brands has 124,758,523 shares on issue and more than 4,700
registered shareholders.
Table 3: Share register summary, as at 7 October 2025
Shareholder Shares Percentage
1 New Zealand Central Securities Depository Limited
12
108,395,198 86.88%
2 HSBC Custody Nominees (Australia) Limited 1,749,997 1.40%
3 Custodial Services Limited 1,675,805 1.34%
4 New Zealand Depository Limited 1,246,308 1.00%
5 Forsyth Barr Custodians Limited 894,265 0.72%
6 JP Morgan Nominees Australia Limited 873,081 0.70%
7 Guobang Liu 170,679 0.14%
8 Ja Hong Koo & Pyung Keum Koo 160,000 0.13%
9 FNZ Custodians Limited 154,762 0.12%
10 David George Harper & Karen Elizabeth Harper 150,538 0.12%
Top 10 shareholders 115,470,633 92.56%
Remaining shareholders 9,278,890 7.44%
Total 124,758,523 100.00%.
Source: Computershare
As at the date of this report, Finaccess and its related entities are the only substantial product holders of
RBD Shares. This means no other entity holds or controls more than 5% of the RBD Shares.
Before the Offer, Finaccess controlled 93,591,419 (75.02%) of the RBD Shares. This has increased as a
result of the Offer.
As at 23 October 2025, Finaccess controls 108,495,106 (86.96%) of the RBD Shares, which includes
shares it acquired from ACC pursuant to the Lock-up Deed between Finaccess and ACC. That leaves
13.04% RBD Shares held by other shareholders. These shares are reasonably widely held, with
shareholders generally holding relatively small parcels of shares.
Under the Takeovers Code, if an offeror (Finaccess in this case) acquires 90% or more of the shares, it gains
the right to compulsorily acquire the remaining shares from minority shareholders. As at 23 October
2025, Finaccess only requires acceptances for an additional 3,792,659 RBD Shares (3.04%) to reach the
90% threshold.
Due to the substantial holding by Finaccess, the RBD Shares have a reasonably low free float (as a
percentage of total RBD Shares). This will decrease further following the Offer if Finaccess does not reach
90% and undertake compulsory acquisition.

12
New Zealand Central Securities Depository Limited holds shares as a custodian for other parties. The 108,395,198
(86.88%) RBD Shares it held as at 7 October 2025 included the RBD Shares controlled by Finaccess at the time, the
shares that were held by ACC, as well as RBD Shares beneficially held by other parties.

calibrepartners.co.nz pg 17
4.4 Share price performance
Figure 6 shows the prices and volumes of RBD Shares traded on the NZX Main Board since January 2021.
Figure 6: Share price and volume traded, NZX Main Board

Source: S&P Capital IQ. The monthly volume is not shown for October 2025, as a full month of trading volumes was not available at the
time this Report was finalised.
At their peak, RBD Shares generally traded at between $15.50 and $16.00 per share between the months
of July and October 2021. This followed the acquisition of the Californian operations in 2020. At around
this time the Californian operations were trading well, there was widespread fiscal stimulus by
Governments in response to COVID-19, and global share prices were bullish.
Between early 2022 and around November 2023, the RBD Share price decreased from around $15 per
share to around $3.50 per share. During this time the Company experienced margin compression as a
result of inflationary pressure, the long tenured Chief Executive Office and Chief Financial Officer of
Restaurant Brands retired, the longer-term impact of COVID-19 (including variants) became better
understood by market participants and an Australian subsidiary of Restaurant Brands was named as a
respondent in a class action lawsuit. All this coincided with reduced profits compared to 2021.
Since late 2023, the RBD Share price has fluctuated between $2.80 and $4.30 per share, with an overall
downwards trend. The closing RBD Share price of $2.96 per share on the day before the Offer was notified
was near the low point of the share price over the prior decade.

0.0
1.0
2.0
3.0
4.0
5.0
0
3
6
9
12
15
18
JFMAMJJASONDJFMAMJJASONDJFMAMJJASONDJFMAMJJASONDJFMAMJJASO
20212022202320242025
Monthly volume (thousands)
Share price (NZD)
Monthly volumeShare price

calibrepartners.co.nz pg 18
Table 4 shows the price and volume of RBD Shares traded on the NZX Main Board in the periods to 29
September 2025, before the Offer. This table does not capture trades on the ASX, but trades in
RBD Shares on that exchange are low when compared to the NZX Main Board.
Table 4: Share price and volume traded on the NZX in the period to 29 September 2025

Share price (NZD)
Volume (000s)
Proportion of
issued capital

Low High VWAP
30 Days 2.80 2.99 2.82 3,581 2.87%
90 Days 2.80 3.08 2.87 7,393 5.93%
Six months 2.80 3.57 2.91 8,844 7.09%
Source: S&P Capital IQ
The proposed consideration of $5.05 per share represents:
• A premium of 70.6% on the closing share price of $2.96 on 29 September 2025.
• A premium of 79.1% on the VWAP of $2.82 for the 30 days ended 29 September 2025.
• A premium of 76.0% on the VWAP of $2.87 for the 90 days end 29 September 2025.
• A premium of 73.5% on the VWAP of $2.91 in the six months ended 20 September 2025.

calibrepartners.co.nz pg 19
5. Financial overview
5.1 Consolidated financial performance
Restaurant Brands’ consolidated financial performance is summarised in Table 5. FY22 to FY24 are based
on the audited financial statements. FY25 is based on management’s most recent forecast, which
includes 6 months actual performance plus 6 months forecast (FY25 Forecast).
13

Table 5: Historical financial performance, pre-NZ IFRS 16 ($ millions)
FY22 FY23 FY24
FY25
Forecast
New Zealand 529.2 571.8 625.9 646.5
Australia 283.4 310.0 309.9 314.7
Hawaii 247.5 259.7 280.3 301.3
California 179.0 180.7 177.4 179.3
Store revenue 1,239.0 1,322.2 1,393.6 1,441.8
Store operating expenses (1,058.8) (1,143.8) (1,199.3) (1,243.3)
Store EBITDA
1
180.2 178.4 194.3 198.5
General and administration expenses (60.9) (66.7) (66.1) (70.6)
Net franchise income 6.1 7.8 9.5 9.2
EBITDA 125.4 119.5 137.7 137.1
Depreciation (44.9) (47.6) (51.5) (53.0)
Amortisation (10.1) (10.1) (9.7) (7.8)
Other income 2.5 4.7 1.0 -
Other expenses (5.4) (1.8) (1.2) (1.2)
Impairment charges - (9.0) (7.8) -
EBIT 67.5 55.7 68.5 75.1
Metrics
Store revenue growth 16.0% 6.7% 5.4% 4.7%
Franchise revenue growth 28.1% 23.5% 11.1% 2.7%
Store EBITDA margin 14.5% 13.5% 13.9% 13.8%
EBITDA margin 9.7% 8.6% 9.3% 8.9%
Source: Restaurant Brands’ annual reports and management forecast
Notes: [1] Store EBITDA is pre-General and Administrative expenses and pre IFRS 16 and excludes other income and expenses that are
not directly attributable to the stores. This provides the results of the Group’s core operating business.

13
The key assumptions for the FY25 Forecast are the revenue and margins in each region. These assumptions are
detailed at Sections 5.2.2 to 5.2.5.

calibrepartners.co.nz pg 20
Key points to consider when considering Restaurant Brands’ financial performance include:
• Revenue includes store revenue (~95% of total revenue) and other revenue which relates to revenue
received from stores owned by sub-franchisees in New Zealand.
• Store revenue grew by 12.5% between FY22 and FY24, largely due to network expansion. Same Store
Sales (SSS) growth of approximately 5%, and favourable foreign exchange movements. Over the
period, a net five stores was added, the additions were concentrated to KFC and Taco Bell in New
Zealand.
• Same Store Sales (SSS) growth was mixed across the brands and regions. While SSS growth was
positive overall, there were contractions in some brands and regions, due to lower transaction volumes
off the back of weaker consumer sentiment.
• A more detailed analysis by region and brand is provided in section 5.2.
• Whilst other revenue from sub-franchisees only represents a small proportion of total revenue, it
increased 45% between FY22 and FY24, due to the network footprint increasing from 112 to 148
stores over the period, and incentive payments from Yum! as head franchisor.
• Cost of sales includes input costs, primarily ingredients and labour, and to a lesser extent delivery costs.
Food and labour have both experienced significant inflationary pressures over recent years across
Restaurant Brands’ key markets. Despite this, gross margin has remained relatively stable between
16% and 17%, due to a combination of menu innovations, price increases and cost control measures
such as a shift towards self-service and app-based ordering.
• Royalties paid to Yum! tend to be a variable cost and have remained around 6% of revenue.
• General and administration expenses are non-store related overheads, this includes non-store staff
related costs, Software as Service (SaaS) systems, support office leases, professional fees, and other
sundry expenses from support offices and corporate.

calibrepartners.co.nz pg 21
5.2 Financial performance by region
5.2.1 Overview
Each region differs in terms of brand equity, access, consumers and competitors which ultimately affects
profitability and growth.
Table 6: Regional performance summary, FY24 ($ million)
New Zealand Australia Hawaii California
Owned stores (number at year end) 155 85 70 71
Average revenue per store 4.0 3.6 4.0 2.5
Store revenue 625.9 309.9 280.3 177.4
Store EBITDA margin 16.6% 11.4% 16.9% 4.3%
Store EBITDA 104.0 35.2 47.4 7.7
Same store sales (SSS) growth 4.6% (3.3%) 4.2% (3.9%)
Network footprint growth 5.4% 1.2% 0% (5.3%)
Source: Restaurant Brands annual reports and management information
Notes: All amounts stated in New Zealand dollars (millions). SSS growth is measured in local currency.
Restaurant Brands has operated KFC in New Zealand for a significant number of years. It is a well-
entrenched brand and has adapted to regional consumer preferences. Although Restaurant Brands has
not held a franchise agreement for KFC in Australia for as long, similar dynamics apply. KFC is successful
in both regions and is Restaurant Brands’ largest and best performer in both of those regions. However,
recent new entrants to the market in New Zealand including Popeyes (2024) and Nene Chicken (2023)
may present increased competition and challenge the long-established brands.
Restaurant Brands launched Taco Bell in New Zealand and Australia in 2020, immediately before the
COVID-19 pandemic. Ordinarily management would expect to establish a new brand within five to seven
years. Given the disruption caused by COVID-19, followed by the challenging macro-economic
environment, the timeframe to achieve an established brand has lengthened. This is reflected in Taco
Bell’s performance in both those markets where it has failed to deliver profits to date. This is contrasted
with Hawaii where Taco Bell has had a presence since 1976 – it is very much a household brand, delivers
superior margins and has continued to grow sales. As a market, Hawaii is also distinct in that there are
significant barriers to entry given the challenges securing sites and restrictions on developing stores.
The average revenue per store is substantially different between different brands and regions. The
average revenue per store is strongest in New Zealand and Hawaii, as a result of KFC and Taco Bell,
respectively. Average revenue in Australia is supported by KFC. Together, KFC in New Zealand and
Australia, and Taco Bell in Hawaii contribute more than 90% of store EBITDA from around 70% of revenue.
Trading has been challenging in California due to the macroeconomic environment as well as the
consumer perception of the KFC brand across the US network. California is a highly competitive
environment for QSRs and the KFC brand does not currently enjoy the same recognition and brand equity
as it did historically. Added to this, in recent years California faced significantly more pronounced
minimum wage rate inflation which has further pressured margins.

calibrepartners.co.nz pg 22
5.2.2 New Zealand
Table 7: New Zealand financial performance ($ millions)

FY22 FY23 FY24
FY25
Forecast
Store revenue 529.2 571.8 625.9 646.5
Store EBITDA margin 16.9% 14.1% 16.6% 15.9%
Store EBITDA 89.4 80.5 104.0 103.1
General and administration expenses (22.6) (23.2) (24.4) (23.6)
Net franchise income 6.1 7.8 9.5 9.2
EBITDA 72.9 65.1 89.2 88.7
SSS growth 2.4% 6.2% 4.6% 3.7%
Owned stores (number at year end) 143 147 155 159
Franchised stores (number at year end) 112 122 140 148
Source: Restaurant Brands annual reports and management information
Key takeaways:
• KFC is the most significant brand for Restaurant Brands in New Zealand, by both revenue and EBITDA.
• SSS growth has been positive since FY22, and this is expected to continue in FY25. This trend has
generally been consistent within the various brands.
• The performance through FY22 and FY23 coincided with a period of high inflation. This had a
material impact on EBITDA margins in FY23, due to increased input costs not being fully recovered
through increased pricing, particularly in circumstances where inflation was also impacting on
consumers’ discretionary spending.
• The store network has grown, with an expected 11% increase over the three years between
December 2022 and 2025.
• Net income from franchisees has followed a similar trend, with both the number of franchised stores
and the net income per franchised stores increasing over the three years to FY24.
• Restaurant Brands has a high level of control over sourcing ingredients, pricing and advertising in
New Zealand, and some control over the menu, managing these items itself, subject to its franchise
agreements with the brand owners.

calibrepartners.co.nz pg 23
5.2.3 Australia
Table 8: Australia financial performance ($ millions)

FY22 FY23 FY24
FY25
Forecast
Store revenue 248.3 310.5 309.9 314.7
Store EBITDA margin 12.6% 12.2% 11.4% 12.0%
Store EBITDA 31.2 37.8 35.2 37.9
General and administration expenses (14.3) (15.3) (14.3) (14.6)
EBITDA 16.9 22.5 20.9 23.3
SSS growth 7.4% 6.5% (3.3%) 4.1%
Owned stores (number at year end) 83 84 85 88
Source: Restaurant Brands annual reports and management information
Key takeaways:
• KFC is the most significant brand for Restaurant Brands in Australia, by both revenue and EBITDA.
• SSS contracted in FY24 as both the KFC and Taco Bell brands suffered challenging trading conditions,
related to consumer confidence and discretionary spending.
• Over the period shown, Taco Bell has performed poorly relative to KFC in Australia. Restaurant Brands
closed two Taco Bell stores in the first half of FY25 as part of its network optimisation strategy. The
trading environment has been particularly challenging for this brand in Australia, with Collins Foods
announcing in 2025 that it is exiting Taco Bell in Australia due to poor performance.
• Restaurant Brands has a reasonably low level of control over the KFC menu, sourcing ingredients,
pricing and advertising in Australia, with these items managed by Yum!

calibrepartners.co.nz pg 24
5.2.4 Hawaii
Table 9: Hawaii financial performance ($ millions)

FY22 FY23 FY24
FY25
Forecast
Store revenue 248.3 261.2 283.0 301.3
Store EBITDA margin 17.0% 17.2% 16.7% 17.0%
Store EBITDA 42.3 45.0 47.4 51.2
General and administration expenses (10.9) (11.9) (12.6) (14.0)
EBITDA 31.4 33.1 34.8 37.2
SSS growth 2.9% 3.6% 2.6% 3.7%
Owned stores (number at year end) 75 70 70 69
Source: Restaurant Brands annual reports and management information
Key takeaways:
• Taco Bell is the most significant brand for Restaurant Brands in Hawaii, by both revenue and EBITDA.
• For reporting purposes, Hawaii also includes the Group’s locations in Saipan and Guam.
• SSS growth has been positive since FY22, and this is expected to continue in FY25. This trend is
underpinned by growth in Taco Bell revenue.
• Positive movements in foreign exchange rates have also been a contributor to growth in revenues as
reported in NZD terms.
• Compared to Restaurant Brands’ other regions, store EBITDA margins in Hawaii have remained
relatively stable throughout the period shown. Restaurant Brands has faced many of the same
challenges in Hawaii but has been able to maintain margins.
• Restaurant Brands has a reasonably low level of control over menu, sourcing ingredients and
advertising in Hawaii, with these items mostly managed by Yum!

calibrepartners.co.nz pg 25
5.2.5 California
Table 10: California financial performance ($ millions)

FY22 FY23 FY24
FY25
Forecast
Store revenue 179.0 180.8 177.5 179.3
Store EBITDA margin 9.6% 8.3% 4.3% 3.5%
Store EBITDA 17.1 15.1 7.7 6.3
General and administration expenses (9.0) (10.9) (11.4) (12.2)
EBITDA 8.1 4.1 (3.7) (5.9)
SSS growth (2.9%) (4.3%) (3.9%) 2.0%
Owned stores (number at year end) 75 75 71 69
Source: Restaurant Brands annual reports RBD management information
Key takeaways:
• All Restaurant Brands sites in California sell KFC but a small number also offer Taco Bell menu items.
• Following Restaurant Brands’ expansion into the US market in September 2020, there was an initial
period of growth in revenues to $179 million in FY22 (from $156 million when it acquired the stores).
This growth was achieved primarily through network expansion.
• SSS have contracted between FY22 and FY24. In NZD terms, total revenues have remained stable due
to favourable foreign exchange movements. However, EBITDA margins have declined substantially.
• The shift to in-store kiosks remains a key component of Management’s strategy and has supported a
slight improvement in the fourth quarter of FY24. However, Store EBITDA margins are expected to
contract further in FY25, leading to increased losses.
• Management plans to improve the Californian operations through enhanced operational efficiencies,
and the optimisation of the store portfolio. Management expect it will take 12-18 months to see
better trading performance.
• SSS growth is needed to improve performance. Yum! has launched initiatives to reinvigorate the KFC
brand in the US as it aims to regain its position as a leading fast food chicken restaurant, through its
“Kentucky Fried Comeback’. These initiatives will require franchisees to increase investment into
advertising. The success of these initiatives is difficult to estimate at the present time.
• Restaurant Brands has a reasonably low level of control over menu, sourcing ingredients and
advertising in California, with these items managed by Yum!

calibrepartners.co.nz pg 26
5.3 Financial position
The historical financial position of Restaurant Brands is summarised below:
Table 11: Historical financial position ($ millions)

Dec 22 Dec 23 Dec 24

Jun 25
Interim
Cash and bank 29.9 31.6 30.8 29.9
Trade and other receivables 15.6 23.7 26.4 25.2
Inventory 25.1 19.8 19.0 18.2
Current tax assets 9.9 4.6 5.2 6.1
Current assets 80.2 79.7 81.5 79.3
Property, plant and equipment 319.3 341.8 358.3 331.2
Right-of-use assets 607.8 587.6 608.0 575.5
Intangible assets 358.3 349.2 368.9 342.9
Deferred tax assets 43.6 54.2 63.4 64.4
Other non-current assets 8.0 13.3 11.4 12.7
Total non-current assets 1,337 1,346.1 1,410.0 1,326.7
Total assets 1,417.3 1,425.8 1,491.5 1,406.0
Trade and other payables 119.9 132.6 135.8 131.9
Lease liabilities 29.6 32.0 34.5 33.6
Current tax liabilities 1.5 - 5.9 4.6
Provisions 1.9 1.7 1.9 1.9
Total current liabilities 152.8 166.3 178.1 172.1
Loans 280.3 289.0 284.1 238.0
Lease liabilities 685.3 674.3 708.6 677.8
Other non-current liabilities 5.7 5.8 6.2 6.2
Total non-current liabilities 971.3 969.1 999.0 921.9
Total liabilities 1,124.1 1,135.4 1,177.1 1,093.9
Net assets 293.2 290.4 314.4 312.1
Source: Restaurant Brands annual and interim reports
Assets
Intangible assets are primarily composed of goodwill ($310 million) and capitalised franchise fees
($58 million). Capitalised franchise fees relate to fees incurred in obtaining franchise rights, which need to
be incurred periodically (approximately $8.6 million, net of accumulated amortisation), as well as
reacquired franchise fees (approximately $49.4 million, net of accumulated amortisation) recognised on
the acquisition of the Australian, Hawaiian and California operations.
Property, plant and equipment (PPE) is primarily composed of leasehold improvements and equipment
and fittings at the various owned stores. PPE has increased over the period as the store number has
increased, and stores have been refurbished.
Capital expenditure has averaged around $80 million per annum between FY22 and FY24 (nominal),
including opening new stores, refurbishment costs, acquiring franchise rights, acquiring sites for
development, acquiring existing stores, and other general capital expenditure.
The majority of stores and the offices are leased premises, giving rise to the right of use asset (and
corresponding lease liability).

calibrepartners.co.nz pg 27
Working Capital
The historical working capital balances of Restaurant Brands is summarised below:
Table 12: Historical working capital ($ millions)
NZ$’000 Dec 22 Dec 23 Dec 24 Jun 25
Inventories 25.1 19.8 19.0 18.2
Trade & other receivables 15.6 23.7 26.4 25.2
Creditors & accruals (119.3) (131.3) (134.9) (130.5)
Provision for employee entitlements (4.9) (5.4) (6.0) (6.2)
Income tax receivable/(payable) (8.1) (4.6) (0.6) 1.5
Net working capital (75.3) (88.6) (96.2) (91.8)
Source: Restaurant Brands annual report
Restaurant Brands operates a negative net working capital balance (i.e. net liability position). This reflects
the business receiving most revenue at the time of sale, combined with reasonably low inventories relative
to creditors.
Trade and other receivables is largely amounts receivable from the sub-franchisee network, collected in
the month after they are earned.
Loan facilities
Loans are unsecured bank loans with Westpac, Bank of China, J.P. Morgan and Rabobank under a
negative pledge arrangement.
Restaurant Brands last refinanced its loan facilities during FY22 with four and five-year terms, with the two
key next refinancing dates being at the second half of FY26 and FY27. As at FY24 Restaurant Brands had
utilised roughly 70% of its total facilities of NZ$405 million.
A summary of the facilities by denomination and the expiry date is shown in the table below:
Table 13: Loan facilities by expiry date ($ millions)
Denomination 14-Dec-26 14-Dec-27
NZD 36.0 24.0
AUD 66.0 44.0
USD 75.0 50.0
Source: Restaurant Brands annual report

calibrepartners.co.nz pg 28
6. Valuation
6.1 Approach to valuation
Standard of value
We have estimated the ‘fair market value’ of Restaurant Brands. Fair market value is the price that would
be negotiated in an open and unrestricted market between a knowledgeable, willing but not anxious
buyer and a knowledgeable, willing but not anxious seller, both acting at arm’s length.
Business interest being valued
Our valuation is based on the acquisition of the whole of Restaurant Brands and accordingly incorporates
a premium for control.
All else being equal, a controlling interest in shares is typically more valuable than an interest without
control. This is because a non-controlling interest has limited influence over important business decisions,
such as declaring dividends and determining the investment strategy. Accordingly, the value we have
assessed exceeds the level at which, under normal market conditions, we would generally expect shares in
Restaurant Brands to trade on the share market.
Common valuation techniques
The three most commonly used valuation methods applied to business valuation are:
• Discounted cash flow (DCF) method
• Capitalisation of earnings and other market-based approaches
• Summation method, and other cost-based approaches.
Each of these methods is appropriate in different circumstances. A key factor in determining which
method is appropriate is the actual practice commonly adopted by purchasers of the type of business
involved. These valuation methods and approaches are explained in greater detail at Appendix 3.
Valuation techniques adopted
We have valued the geographic segments and corporate function separately and then aggregated the
component parts to determine the value of the whole business. This is commonly referred to as a sum-of-the-
parts (SOTP) valuation.
We consider it is useful to consider the geographic segments separately, given the different opportunities and
challenges each brand faces within each market, both brand specific and macro-economic.
We have adopted the DCF methodology to estimate the fair market value of Restaurant Brands on a
standalone basis. We consider this approach is appropriate because:
• The DCF methodology is suited to valuing businesses where current earnings are not representative of
expected future earnings. This is particularly relevant to valuing a business experiencing change and
is continuing to grow and evolve in certain segments (for example Taco Bell in Australia and New
Zealand is not fully established).
• The DCF methodology allows the variable nature of key factors such as changes to EBITDA margins to
be specifically addressed.
• The DCF methodology requires long-term financial forecasts. Restaurant Brands has prepared
five-year financial forecasts (the Forecasts) for each of its brands within each of its geographic areas.
The Forecasts were finalised in September 2025 and represent Restaurant Brands’ best estimate of
the future financial performance of its operating segments.
We have also used a market-based approach to crosscheck the value derived from the DCF method. In
particular, we have considered earnings multiples for Restaurant Brands’ operating segments.

calibrepartners.co.nz pg 29
Valuation date
We have adopted a valuation date of 30 September 2025, which is the date of the most recent balance
sheet available at the time we prepared this Report.
Our valuation was finalised on 21 October 2025. When preparing the valuation, we considered and
factored in events that occurred up to this date. However, our valuation does not take into account
unforeseen events that occur after 21 October 2025. Therefore, when deciding on whether to accept or
reject the Offer, shareholders may want to also consider events that occur after 21 October 2025, such as
movements in the prices of other listed companies, changes to interest rates, and changes to foreign
exchange rates.

calibrepartners.co.nz pg 30
6.2 Valuation summary
We estimate the fair market value of Restaurant Brands’ equity at between $5.24 and $6.20 per
RBD Share, as summarised in Table 14. The offer price is below our assessed range.
Table 14: Valuation assessment ($ millions, except where specified otherwise)
Low High
New Zealand operating segment 560.0 610.0
Australia operating segment 150.0 170.0
Hawaiian operating segment 310.0 335.0
California operating segment 0.0 15.0
Unallocated corporate overheads (150.0) (140.0)
Enterprise value (EV) 870.0 990.0
Net debt (216.3) (216.3)
Equity value 653.7 773.7
RBD Shares (million) 124.8 124.8
RBD Share value ($ per share) 5.24 6.20
Implied EV / EBITDA multiples
FY24 (historical) 6.3x 7.2x
FY25 (forecast) 6.4x 7.3x
FY26 (forecast) 6.1x 6.9x

We assess the enterprise value of Restaurant Brands at between $870 million and $990 million using the
DCF methodology (Section 6.3). We have cross checked this enterprise value range by benchmarking
against EBITDA multiples (Section 6.4).
To convert the enterprise value into an equity value, we have deducted net debt, comprised of cash and
borrowings. We have based this on the balances as at 30 September 2025.
Our valuation is for 100% of Restaurant Brands and therefore includes a premium for control. This
includes an allowance for cost savings associated with Restaurant Brands not being listed (worth around
12 cents per share). The value exceeds the price at which, based on current market conditions, we would
expect Restaurant Brands’ shares to trade in the absence of a takeover offer or transaction similar in
nature to the Offer.

calibrepartners.co.nz pg 31
6.3 Discounted cash flow
We have valued Restaurant Brands’ geographic operating segments and the corporate function using a
DCF approach. Further details are provided below.
6.3.1 Principal assumptions and valuation parameters
Explicit forecast period
The DCF valuation is based on the Forecasts included in the five-year plan, which is approved by the board.
We refer to these as the ‘Base Case’ forecasts. The approach and principal assumptions for the Base Case
forecasts are as follows:
• Revenue, Store EBITDA margin and capital expenditure forecasts are prepared by brand and region.
• The forecast for each region is prepared in the local currency.
• The forecast extends to FY29.
• The revenue forecasts are composed of expected network expansion and management’s SSS
expectation for each period. Each brand and region follows a slightly different trajectory but, overall,
there is a reversion towards long term average SSS CAGR. The valuation is not highly sensitive to
changes in the SSS over the explicit forecast period.
• The Company-operated store network is expected to grow. The footprint increases by approximately
10% over the forecast period, with most of the of the increase in New Zealand. Similar to SSS growth,
the valuation is not highly sensitive to changes in the network growth assumption over the explicit
forecast period.
• Store EBITDA margins generally improve and recover over the forecast period. Many of the concepts
are forecast to achieve margins reasonably consistent with long-term historical averages by FY29.
• Capital expenditure is based on the refurbishment schedule, new store forecast, franchise renewals,
and corporate expenditure (for example IT).
• Corporate tax rates applicable in each jurisdiction are:
– New Zealand: 28%
– Australia: 30%
– Hawaii: 26%
– California: 28%
• Corporate overheads total approximately $70 million per annum in FY25. A large proportion is
allocated to the geographic units. The unallocated overhead is valued as part of the corporate unit.
• Net working capital is forecast based on historical percentage of sales, noting the cash flow impact is
minimal in a business like Restaurant Brands and does not have a material impact on the valuation.

calibrepartners.co.nz pg 32
Terminal value cash flow
We assume Restaurant Brands’ operating units are at steady state at the end of the forecast period and
continue to grow at an average constant growth rate of 2%, which is consistent with long term inflation
expectations in each relevant jurisdiction.
The forecast is sensitive to the cash flows assumed in the terminal period, including:
• The Store EBITDA margins: We have assumed the following Store EBITDA margins in perpetuity.
These are built up based on assumptions for the individual brands within each region and take
account of the profit margins earned both historically and in the Forecasts. These margins are
consistent with the margin trajectory forecast by management.
Table 15: Store EBITDA margins
Current Perpetuity
New Zealand 15.9% 17.1%
Australia 12.0% 14.6%
Hawaii 16.9% 16.6%
California 3.5% 10.0%
Group 13.8% 15.7%
• Capital expenditure: We have assumed capital expenditure (including average franchisee renewal
fees) of $90 million per annum in our terminal value calculation. For this estimate, we have
considered:
– The refurbishment cycle and the average cost of minor and major refurbishments.
– Stores moving from time to time, even if store numbers are reasonably stable (for example, one
store shutting and a new one opening). This is consistent with a portfolio optimisation strategy.
We have allowed for an ongoing investment in new stores to account for this.
– Ongoing investment in projects, head office investment, IT and systems infrastructure.
The capital expenditure in the terminal period amounts to approximately 5% of sales, which is broadly
consistent with the long-term historical average and also with the long-term proportion observed in
the comparable companies.
Other key valuation assumptions
We have estimated the value of each segment in its local currency; we have then converted the resulting
value to New Zealand Dollars at the following exchange rates:
• NZ$ / AU$ exchange rate of 0.89.
• NZ$ / US$ exchange rate of 0.57.
We have estimated different discount rates for Restaurant Brands’ New Zealand, Australian, Hawaii and
Californian operating segments. We have determined the discount rates based on estimates of the post-
tax nominal weighted average cost of capital (WACC) for each jurisdiction.

calibrepartners.co.nz pg 33
A key input when determining a WACC is the cost of equity. We have determined the cost of equity using
a different Capital Asset Pricing Model (CAPM) formula for each jurisdiction. In particular:
• For the New Zealand operating segment, we have estimated the cost of equity by applying the
Simplified Brennan-Lally CAPM. This version of CAPM is commonly used by valuation professionals in
New Zealand. It is a derivation of the Classical CAPM model, adjusted to accommodate the
New Zealand tax regime.
• For the Australian operating segment, we have estimated the cost of equity by applying the Sharpe
Lintner CAPM (this uses the same formula as the Classical CAPM).
• For the US operating segments, we have estimated the cost of equity by applying the Classical CAPM
formula.
We have calculated a WACC range as follows:
• New Zealand: 9.6% to 11.0%
• Australia: 9.7% to 10.6%
• Hawaii 8.8% to 9.6%
• California: 8.7% to 9.6%
Our WACC assessments are detailed at Appendix 4.
The discount rates do not reflect any specific risk premium associated with the threat of new entrants, for
example the effect of new entrants in the chicken category in New Zealand, nor does it reflect the risk
associated with continuing to establish the Taco Bell brand in New Zealand and Australia, or the
turnaround of the California operations. Instead, we have considered scenarios which allow for a specific
risk premium.
6.3.2 Scenarios
In addition to estimating the enterprise values using the above ‘base case’ assumptions, we have also
considered the impacts on value of making the following standalone adjustments (keeping all else equal):
• FY26 margin scenario: The valuation is highly sensitive to EBITDA margins, particularly into perpetuity.
In this scenario we assume the EBITDA margins do not recover materially beyond those currently
forecast for FY26. For brands still gaining traction, we assume they reach break-even by the terminal
period.
• Specific risk premium: We include scenarios with a 1% specific risk premium in our discount rate. The
reasons this specific risk premium might apply depend include the impact of new entrants (for
example the potential impact of new entrants in the chicken category on KFC in New Zealand), and
the risk around renewal terms when franchise agreements come up for renewal.
The range derived under each scenario is based on the high and low of our discount rate. We have
performed each of these scenarios in each of the jurisdictions.

calibrepartners.co.nz pg 34
6.3.3 DCF valuations by region
DCF valuation – New Zealand enterprise value
We assess a value of between $560 million and $610 million for the New Zealand operations, as illustrated
in Figure 7.
Figure 7: New Zealand enterprise value ($ millions)

In assessing a value range for this scenario, we have given some weighting to a specific risk premium. KFC
has been a stable and profitable brand for Restaurant Brands in New Zealand. However, we consider there
is risk of competition from recent new entrants, which increases the uncertainty around KFC margins.

560
514
510
559
610
588
595
654
450 500 550 600 650 700
Concluded range
Scenario specific risk premium
Scenario FY26 margin
Base case

calibrepartners.co.nz pg 35
DCF valuation – Australia enterprise value
We assess a value of between $150 million and $170 million for the Australia operations, as illustrated in
Figure 8.
Figure 8: Australia enterprise value ($ millions)

Australia is a larger market, which also comes with its challenges and greater competition. Margins in
recent years have been impacted by the cost-of-living crisis and the consequent pressure on consumer
spending. The Forecasts anticipate a gradual recovery which is reflected in the margins. Recognising that
the recovery may take longer, we have given weight to the scenario in which FY26 margins are held
constant in our overall valuation range, as well as risk of new entrants.

150
150
135
163
170
163
149
180
120 130 140 150 160 170 180 190 200
Concluded range
Scenario specific risk premium
Scenario FY26 margin
Base case

calibrepartners.co.nz pg 36
DCF valuation – Hawaii enterprise value
We assess a value of between $310 million and $335 million for the Hawaii operation, as illustrated in
Figure 9.
Figure 9: Hawaii enterprise value ($ millions)

The Hawaiian operations have historically been stable and profitable. While the margins are not expected
to change materially over the forecast period, the threat of margin pressure is relevant from supply chain
cost fluctuations, given the remote location, and the forecast minimum wage increases. A threat of new
entrants is always present; however, the barriers to entry are higher in Hawaii relative to the other
jurisdictions given the challenges associated with securing sites and regulations and controls around
development. We have therefore given greater weight to the base case and FY26 margin scenario in
assessing our valuation range.
DCF valuation – California enterprise value
The value of the Californian operations is highly dependent on a successful reimaging of the brand and a
pathway to recover from the significant recent costs increases. The support of KFC US in reestablishing the
image of the brand in the market is key. The timing and trajectory of its return to its historically profitable
enterprise is uncertain. In assessing our value range, we have considered the substantial risks and
uncertainty it faces and the reliance on KFC US to aid in its success. On this basis we assess a value range
of $0 million and $15 million for the California operation.
DCF valuation – corporate overheads and capital expenditure
Corporate and other operating costs do not fluctuate between the scenarios and are largely required
regardless of which scenario may persist. We assess a value of between $155 million and $165 million
which we apply as a deduction when we calculate the enterprise value of Restaurant Brands.
We have reduced the deduction for corporate by a value of $15 million, to take account of annual cost
savings of around $1.5 million per annum, were Restaurant Brands not to be a listed entity. This reflects
cost savings to a 100% owner that does not need to incur listing costs.
After making an adjustment for cost savings, we deduct $140 million and $150 million to allow for
corporate costs.

310
285
315
316
335
315
355
356
260 280 300 320 340 360 380
Concluded range
Scenario specific risk premium
Scenario FY26 margin
Base case

calibrepartners.co.nz pg 37
6.4 Market approach
6.4.1 Comparable listed companies
We set out in Figure 10 a selection of comparable listed companies, and the multiples implied by the
recent on-market trading in their shares.
Benchmark multiples for listed companies are for small parcels of shares. Therefore, these multiples
typically exclude a control premium that would often apply to a 100% shareholding.
The companies shown in Figure 10 are all corporate franchisees, at least in part. We note that there are
differences between Restaurant Brands and the comparable companies in terms of scale, diversity of
offerings and the division between the corporate franchisee operations and managing a sub-franchisee
network or own brands. However, they all participate within the QSR industry and operate the same or
similar brands.
The locations and jurisdictions is also considerably different between the companies and the multiples will
be influenced by different tax rules, competitive environment, the presence of other franchisees within the
same brand, and the extent to which the company can influence or control the pricing, supply chain and
logistics within the jurisdiction.
Further, the earnings multiple will reflect the growth expectations and risk of the underlying company.
Typically, companies with greater growth prospects trade at higher multiples, all else being equal.
Similarly, companies with higher perceived risk will trade at a lower multiple, all else being equal.
All of these factors should be borne in mind when referencing the comparable company data. We provide
our comments on each of the companies below Figure 10.

calibrepartners.co.nz pg 38
Figure 10: EBITDA multiples of comparable listed companies

EBITDA % 9% 10% 10% 15% 9% 11% 14% 11%
Forecast
growth
(FY25)
(1%) 11% 5% 8% 47% (9%) n.a 10%
Forecast
growth
(FY26)
6% 13% 14% 12% 18% 22% n.a 12%
Regions of
operations

Australia,
Europe
Europe,
China
LATAM
Portugal,
Spain,
Angola
Romania,
Moldova,
Italy
Turkey LATAM
Brands
(not
exhaustive)
KFC
KFC, PH,
Starbucks,
Burger
King
Dominoes,
Starbucks,
Burger
King,
Chilli’s
KFC, PH,
TB, Pret-a-
manager
KFC, PH,
TB
Burger
King,
Popeyes,
Subway
McDonalds
Source: S&P Capital IQ, Company annual reports
Notes: With exception of Collins Foods, all companies have December year ends. The historical multiple is based on the last financial
year (FY24) and the forecast multiple is based on the FY26 estimates. For Collins Foods the historical multiple is based on the FY25
(March) financial year and the forecast is based on FY26 estimates..
The multiples exclude the effect of IFRS 16.
PH = Pizza Hut, TB = Taco Bell
6.7x
9.2x
5.0x
6.7x
7.2x
8.3x
13.3x
4.5x
6.4x
8.3x
4.2x
5.6x
4.2x
7.5x
4.0x
0.0x
2.0x
4.0x
6.0x
8.0x
10.0x
12.0x
14.0x
RBD implied
(mid-point)
Collins FoodsAmRest
Holdings
Alsea, S.A.B. de
C.V.
Ibersol, S.G.P.S.Sphera
Franchise
Group
Tab Gida
Sanayi ve
Ticaret
Arcos Dorados
EV/EBITDA (hist)EV / EBITDA (FY26 forecast)

calibrepartners.co.nz pg 39
Collins Foods operates KFCs in Australia, Germany and the Netherlands. In its most recent annual report, it
described Germany as one of its growth pillars and it had signed an agreement with Yum! whereby it
would accelerate its development in Germany, targeting between 40 and 70 stores over the next five
years. It currently has 16 KFC stores in Germany. Germany is a large market with low levels of KFC
penetration, and its existing KFC network in the country is delivering strong restaurant economics despite
its relatively small size. This is a significant growth opportunity for Collins Foods that is not fully reflected in
the current or near-term earnings. It has also recently announced its planned exit from the Taco Bell brand
in Australia due to poor performance. Excluding Taco Bell, which reported negative EBITDA margins in
FY25, will boost overall EBITDA margin. KFC Australia currently delivers in excess of 19% EBITDA margin
and the European network currently reporting in the region of 12%, with a focus on improving this as
Germany gains scale. On balance, we would expect Collins Foods to trade at a higher multiple compared
to Restaurant Brands.
AmRest is significantly larger and more diversified; however, it operates similar brands, has similar EBITDA
margins and broadly similar growth outlook (albeit slightly different timing). Alsea operates the same
brands (plus others), is largely exposed to the Latin American market and delivers superior margins to
Restaurant Brands. On balance, we consider AmRest and Alsea are reasonable benchmarks.
Ibersol operates similar brands, although it has a broader range of formats, operating restaurants (more
dine-in), counters (KFC) and concessions. It has reported broadly similar EBITDA margins; however, its
historical multiple reflects the significant (close to 50%) EBITDA growth expectation. This is in part due it
acquiring New Restaurants of Spain (NRS) in July 2024, the full results of which will be reflected in the
forecast EBITDA. This near-term growth expectation is reflected in the difference between the historical
and forecast multiples. On balance, we would consider the forecast multiple to be more relevant to
Restaurant Brands.
During the last financial year, Sphera made a strategic acquisition of Cioccolatitaliani which expanded its
reach beyond the QSR segment. Cioccolatitaliani is a profitable brand with expansion potential across
multiple markets, providing long-term growth opportunities. Sphera is the master franchisee for the
brands in its regions. It has delivered very high growth over the last five years, growing revenue at a CAGR
in the region of 17%, with EBITDA margins improving at the same time. For these reasons we consider
Sphera less comparable to Restaurant Brands.
Tab Gida operates company stores and a franchise network. During FY24 it increased its store network
from 1,615 stores to 1,830 stores – an increase of 13%. The full profit potential of these stores will not be
reflected in the historical earnings. Instead, the historical EV/ EBITDA multiple reflects the growth
expectations. However, we note that in Turkey inflation accounting is applied which we expect makes
results (and multiples) less comparable.
Arcos Dorados holds the exclusive rights to McDonalds in 20 territories and countries. It operates both
company operated stores as well as a franchisee network, with about 50% concentration in Brazil. It
reports similar EBITDA margins to Restaurant Brands and similarly flat growth is expected for the full year
FY25. On balance, we consider it provides a reasonable benchmark for Restaurant Brands.
The companies we consider most comparable to Restaurant Brands trade at an historical multiple
between 4.5x and 9.2x and a forecast multiple range of between 4.0x and 8.3x.
The multiple implied by Restaurant Brands’ valuation is within the range observed for the comparable
companies.

calibrepartners.co.nz pg 40
6.4.2 Comparable transactions
We have also benchmarked Restaurant Brands against transactions in the broader limited-service
restaurants (LSR) and fast-food industries (which includes QSR).
Similar to the listed comparable companies, the targets are broadly similar but differ in formats, franchise
model, geographic locations etc. Further, many transactions are conducted for strategic reasons meaning
the premium (or not) that may be paid is specific to the transaction and circumstances and therefore may
not necessarily be directly comparable to Restaurant Brands.
Of the transactions shown in Figure 11, we consider the acquisitions of Carrols’s Restaurant Group,
Shorecal, DP Eurasia, Del Taco and AmRest Holdings to be the most comparable to Restaurant Brands.
These companies transacted at multiples between 6.5x and 14.3x historical EBITDA, which is a very broad
range that is indicative of the varying degree of strategic imperative between the transactions. We also
note that it is not clear how leases (IFRS 16) are treated in the estimation of the multiples, which can have
a material effect on multiples in this industry given companies typically have significant portfolios of
leased properties. For this reason, we have placed less reliance on the transaction multiples (in particular
we do not have confidence the multiple has been estimated on a basis that is consistent with Restaurant
Brands’ EBITDA (i.e. excluding the impact of IFRS 16).)
We identified additional transactions in the limited-service restaurant market globally, and amongst other
factors, eliminated transactions in companies which:
• Are the ultimate owner of a large brand under which they operate. For example we eliminate the
acquisition of Subway for approximately US$10 billion in 2023.
• Have a specific localised presence, or operate under local brands. For example we eliminate a number
of companies with operations and brands limited to China.
• Provide management, consulting or other services within the LSR industry, rather than operating
stores.
• There is insufficient publicly available information.

calibrepartners.co.nz pg 41
Figure 11: Selection of comparable transaction multiples.
Revenue
growth
14

18% 18% 2% 26% 5% 2% 4% 21% 8%
EBITDA
margin
15

13% 12% 11% 5% 9% 9% 23% 10% 5%
Regions of
operations

Europe,
China
US US UK UK
ROI,
Northern
Ireland
Turkey,
Azerbaijan,
Georgia
US
Brands (not
exhaustive)

KFC, PH,
Starbucks,
Burger
King
Del
Taco
Famous
Daves,
Tahoe Joes
Waga
mama
Pollo
Tropical,
Taco
Cabana
Domino’s Domino’s
Burger
King,
Popeyes
Source: S&P Capital IQ
Carrols Restaurant Group was the largest independent Burger King franchisee, operating roughly 1,000
locations across the United States, as well as a small number of Popeyes restaurants. Carrols was
purchased by Restaurant Brands International (the ultimate owner of Burger King) as part of their ‘reclaim
the flame’ strategy and represented a strategic acquisition for the brand. The acquisition included a plan
to remodel 600 of the Carrols locations. Restaurant Brands International’s intention following the remodel
of the portfolio, and following the successful revitalisation strategy, is to resell the locations to smaller
independent franchisees. The NTM multiple is likely to be influenced by this – forecast earnings decline
materially which is presumably while a portion of the network is being refurbished. The strategic rationale
specific to the acquirer of the transaction would likely have influenced the price and multiple.

14
Revenue growth rate is calculated as the compound average growth rate over the five financial years prior to the
transaction
15
EBITDA margin refers to the average EBITDA margin over the five financial years prior to the transaction
13.3x
13.6x
9.7x
8.8x
7.4x
7.6x
8.0x
14.3x
6.5x
15.4x
11.7x
8.1x
10.8x
0.0x
2.0x
4.0x
6.0x
8.0x
10.0x
12.0x
14.0x
16.0x
18.0x
Restaurant
Brands New
Zealand
AmRest
Holdings
Del TacoBBQ HoldingsThe
Restaurant
Group Plc
Fiesta
Restaurant
Group
ShorecalDP EurasiaCarrols
Restaurant
Group
20192021202220232024
EV/EBITDA (LTM)EV / EBITDA (NTM)

calibrepartners.co.nz pg 42
Shorecal operated 34 of the 99 Domino’s stores across the Republic of Ireland and Northern Ireland. The
remaining 85% stake that was not already owned by Domino’s Pizza Group was acquired in 2024,
bringing the operation ‘in house’. Domino’s announced that acquiring full control of Shorecal would
meaningfully accelerate its growth in Ireland. A material growth opportunity supports a higher multiple, all
else being equal.
DP Eurasia held the master franchise agreement to operate Domino’s in Turkey, Azerbaijan and Georgia.
The company previously held the master franchise agreement to operate in Russia, however following the
start of the conflict, filed for bankruptcy in Russia and sold the operations in 2023. The acquisition by
Jubilant Foodworks subsequently followed in 2023, at a deal premium of roughly 60% to the share price
prior to the offer.
At the time, Jubilant Foodworks already held the master franchise agreement to operate Domino’s and
Popeyes throughout India, Sri Lanka, Bangladesh and Nepal. The addition of DP Eurasia added to its
already extensive presence across Asia and presented potential synergies through expansion of the
portfolio. The transaction also followed a period of significant revenue growth at a CAGR of 21% across the
5 years prior to the acquisition.
Del Taco operates Mexican inspired QSRs throughout the US through a combination of owned stores and
franchisees. Del Taco merged with Jack in the Box in 2021, becoming a wholly owned subsidiary. The
acquisition price of US$12.51 per share represented a deal premium of roughly 70% above the share price
before the announcement. Operational efficiencies and the ability to bring two likeminded brands
together to accelerate growth were cited at the time of the acquisition. Potential benefits and synergies
from the merger were likely attractive to Jack in the Box at the time of the acquisition, partially inflating
the multiple.
Finaccess acquired a further 11% stake in AmRest in March 2019, increasing its holding from 56% to 67%.
This transaction was ‘pre-COVID’ and was at the same time as Finaccess’ acquisition of its 75% interest in
Restaurant Brands at a similar multiple. The acquisition of the initial interest in AmRest followed a period
of strong revenue growth with a CAGR of 18% across 5 years prior to the acquisition, and stable growth in
EBITDA. As shown in Figure 10, AmRest currently trades at a multiple of approximately 5.0x of LTM
EBITDA.
Referencing the prior transaction in Restaurant Brands, Finaccess acquired its 75% shareholding at a
multiple of 13.3x LTM EBITDA, a similar multiple to AmRest at that time. AmRest’s trading multiple has
followed a broadly similar trend to that of Restaurant Brands’, with a spike in 2021 but an overall
reduction since the transactions took place in 2019.
Figure 12: AmRest and Restaurant Brands trading LTM EBITDA multiples over time

The remaining target companies all operate within the limited or quick service restaurant industry,
however, operate more localised brands and/or outside of the franchise model. For example, The
Restaurant Group Plc operates limited-service restaurants or pubs throughout the UK, and BBQ Holdings
operate localised chains of BBQ Restaurants throughout the US.
0.0x
5.0x
10.0x
15.0x
20.0x
Sep-18Sep-19Sep-20Sep-21Sep-22Sep-23Sep-24Sep-25
AmRestRestaurant Brands NZ

calibrepartners.co.nz pg 43
7. Merits of the Offer
The Takeovers Code requires the independent adviser to form an opinion as to the merits of the proposed
transaction and, in doing so, to take into consideration issues wider than just a valuation.
The term ‘merits’ has no definition in either the Takeovers Code or in any statute dealing with securities or
commercial law in New Zealand. Although the Takeovers Code does not prescribe a meaning of the term
‘merits’, the Takeovers Panel has interpreted the word to include both positives and negatives in respect of
a transaction. We have adopted that approach in preparing this Report.
7.1 Restaurant Brands’ performance
Restaurant Brands’ performance has been negatively impacted in recent periods by inflationary pressure
on input costs, combined with low consumer confidence and discretionary spending. This has
substantially impacted Restaurant Brands’ Californian operations, which are incurring EBITDA losses.
Restaurant Brands’ most profitable operations are KFC in New Zealand and Taco Bell in Hawaii. These
operations have been reasonably resilient to the macroeconomic environment since COVID-19. However,
for these two operations, there is a longer-term risk of increased competition in the respective markets for
their respective products.
Over the longer term, management expects improvements to all operating segments. However, the
timing and achievability of these improvements is uncertain, and will partly depend on choices made by
brand owners, outside of Restaurant Brands.
We consider there is a real risk around the California operations not being quickly improved and incurring
losses over an extended period. In addition, it is difficult for Restaurant Brands to simply walk away from
the stores, given the long-term lease obligations and negative impact this would have on its relationship
with Yum!.
The Taco Bell stores in Australia are in a similar but different position to the KFC stores in California.
Restaurant Brands only has 12 Taco Bell stores in Australia, which makes the impact of poor performance
less material, and if performance is not improved then it would be easier to exit a smaller number of stores.
For example, we refer to Collins Foods recently announcing an exit from the brand in Australia.
7.2 Standalone valuation of Restaurant Brands
We assess the full underlying equity value of Restaurant Brands at between $5.24 and $6.20 per RBD
Share.
The Offer price of $5.05 per RBD Share is below our valuation range.
Our assessment is based on separate assessments of the value of Restaurant Brands in each geographic
location, as well as corporate overheads that are required to operate the business. Our valuation is
primarily based on DCF analysis. We have crosschecked our valuation using earnings multiples.
Our valuation range was determined on 21 October 2025 and we considered events that occurred up to
this date when valuing Restaurant Brands.
Our valuation is for 100% of Restaurant Brands. Our valuation takes account of cost savings available to an
owner of the whole of Restaurant Brands. However, our valuation does not take specific account of any
other further synergies that might be available to a purchaser.
The value we assess exceeds the price at which, based on current market conditions, we would expect
RBD Shares to trade in the absence of a takeover offer or equivalent transaction. As such, the Offer may
represent a reasonably good liquidity event for shareholders wishing to exit their investment in
Restaurant Brands.
Our valuation of Restaurant Brands is set out in greater detail at Section 6 of this Report.

calibrepartners.co.nz pg 44
7.3 Potential outcomes of the Offer
There are two main outcomes for shareholders from the Offer:
• Finaccess receives sufficient acceptances to control at least 90% of the RBD Shares
If Finaccess receives sufficient acceptances to hold or control at least 90% of the RBD Shares, then
Finaccess will have the ability to compulsorily acquire the remaining RBD Shares it does not already
control, and it has stated it intends to do so.
All shareholders who accept the Offer would receive cash of $5.05 per share they own.
In the event of a compulsory acquisition, the remaining shareholders would receive the same
consideration as those who accepted the Offer.
• Finaccess does not receive acceptances to control 90% of the RBD Shares
Finaccess will increase its interest in Restaurant Brands as a result of the Offer. However, it might not
reach sufficient acceptances to hold or control 90% of the RBD Shares.
As at 23 October 2025, around when this report was finalised, Finaccess already had acceptances that
mean it will hold at least 86.96% of the RBD Shares once the Offer completes.
All shareholders who accept the Offer will receive $5.05 per RBD Share they own.
Shareholders who reject the Offer would retain their RBD Shares.
Restaurant Brands would remain a listed company.
The Offer represents a 70.6% premium to the closing share price on 29 September 2025, and a 79.1%
premium to the 30-day VWAP prior to the Offer. All else being equal, we consider the listed price for
RBD Shares would likely recede from current levels in this scenario – at least in the short term.
The Companies Act, Takeovers Code, NZX Listing Rules and Independent Directors on Restaurant
Brands’ Board would provide some level of protection to minority shareholders – to the same extent as
before the Offer. This includes Finaccess being prohibited from voting on any ordinary resolution to
approve an increase of its shareholding in Restaurant Brands, or voting on any ‘Material Transaction’
that is related to Finaccess (as a related party of Restaurant Brands). Material Transaction is defined in
the NZX Listing Rules and includes, but is not limited to, certain transactions that have a value greater
than 10% of average market capitalisation.
After 12 months from the closing of the Offer, Finaccess would also be entitled to acquire an
additional 5% shareholding in Restaurant Brands, per annum, under the ‘creep’ provisions of the
Takeovers Code.
7.4 Likelihood of an increase to the proposed consideration
Finaccess has committed to not increasing the Offer consideration.
7.5 Prospect of alternative takeover offers during Offer period
Even before the Offer, Finaccess had control of more than 75% of the RBD Shares. While Finaccess
controls such a shareholding, any takeover offer (or other change of control transaction, such as a scheme
of arrangement) would need the support of Finaccess to succeed. This does not change as a result of the
Offer.
We therefore consider it very unlikely that an alternative offer would be made for Restaurant Brands
during the Offer period.

calibrepartners.co.nz pg 45
There is no need for Restaurant Brands shareholders to accept the Offer early and shareholders do not
need to do anything in relation to the Offer until close to its closing date. However, as the Offer is
unconditional, shareholders will receive their consideration earlier if they accept the Offer sooner.
7.6 Follow-on offers
Should Finaccess achieve a shareholding of less than 90%, then:
• There is potential for a follow-on takeover offer by Finaccess (or an associate), provided that no such
offer could be made before 1 October 2027.
• The Takeovers Code allows serial offers without timing or pricing restrictions. However, as noted
above, Finaccess has committed to not making a further offer for at least 24 months.
• Finaccess would be free to offer more or less than the current Offer price of NZ$5.05 per RBD Share.
• There is no certainty that any follow-on takeover offers would eventuate.
On balance, we consider a further takeover offer (or equivalent scheme of arrangement) by Finaccess (or
an associate) is reasonably likely at some future point in time. The price of any such offer would likely
depend on the performance of Restaurant Brands at that time, for better or worse.
7.7 Prospect of an investor acquiring a strategic shareholding of less than
20%
It is possible that an investor could acquire a strategic shareholding of greater than 10%, which could be
considered a blocking stake because it would prevent Finaccess from achieving the 90% shareholding
necessary to compulsorily acquire Restaurant Brands under the Takeovers Code. It is possible that any
acquisition of a strategic shareholding could be made at a premium to the Offer price. There is no
certainty that any party will acquire a strategic shareholding, and we consider the probability of this
occurring is low.
7.8 Tax
Taxation consequences will vary widely across shareholders, and the proposed consideration may vary
between shareholders given their respective tax positions. Shareholders will need to consider these
consequences and, if appropriate, consult their own professional advisers.

calibrepartners.co.nz pg 46
Appendix 1: Sources of information
Documents relied upon
Key information sources we have used and relied on, without independent verification, in preparing this
Report include the following:
• Restaurant Brands annual reports
• Restaurant Brands interim reports
• Restaurant Brands management accounts
• Restaurant Brands FY25 Annual operating plan
• Restaurant Brands 5-year plan
• IBISWorld
• QSR Magazine
• S&P Capital IQ
• Reserve Bank of New Zealand
• Reserve Bank of Australia
• New Zealand Treasury
• Trading Economics
• Bureau of Labor Statistics
• Employment New Zealand
• State of Hawaii Wage Standards Division
• Broker reports
• NZX announcements
• Other publicly available information
We have also had discussions with Restaurant Brands’ management team in relation to the nature of its
business operations and the known risks and opportunities for the Company in the foreseeable future.
Reliance upon information
In forming our opinion, we have relied upon and assumed, without independent verification, the accuracy
and completeness of all information that was available from public sources and all information that was
furnished to us by Restaurant Brands and its advisers. We have no reason to believe any material facts
have been withheld.
We have evaluated that information through analysis, enquiry and examination for the purposes of
forming our opinion, but we have not verified the accuracy or completeness of any such information.
We have not carried out any form of due diligence or audit on the accounting or other records of
Restaurant Brands. We do not warrant that our enquiries would reveal any matter that an audit, due
diligence review or extensive examination might disclose.

Appendix 2: Qualifications and declarations
Qualifications
Calibre Partners is an independent New Zealand Chartered Accounting practice. The firm has established
its reputation nationally through the provision of professional financial consultancy services with a
corporate advisory and insolvency emphasis, and because we have no audit or tax divisions, we avoid
potential conflicts of interest that may otherwise arise. This allows Calibre Partners to regularly act as an
independent adviser and prepare independent reports.
The persons responsible for preparing and issuing this Report are Shaun Hayward (BCom, BProp, CFA),
Grant Graham (BCom, CA), and Gillian Andrews (BCom, CA, CFA). All have significant experience in
providing corporate finance advice on mergers, acquisitions and divestments, advising on the value of
shares and undertaking financial investigations.
Disclaimers
This Report should not be used or relied upon for any purpose other than as an expression of
Calibre Partners’ opinion as to merits of the proposed transaction. Calibre Partners expressly disclaims any
liability to any Restaurant Brands securityholder that relies, or purports to rely, on this Report for any other
purpose and to any other party who relies, or purports to rely, on the Report for any purpose.
This Report has been prepared by Calibre Partners with care and diligence, and the statements and
opinions given by Calibre Partners in this Report are given in good faith and in the belief, on reasonable
grounds, that such statements and opinions are correct and not misleading. However, no responsibility is
accepted by Calibre Partners or any of its officers or employees for errors or omissions however arising
(including as a result of negligence) in the preparation of the Report, provided that this shall not absolve
Calibre Partners from liability arising from an opinion expressed recklessly or in bad faith.
Indemnity
Restaurant Brands has agreed that, to the extent permitted by law, it will indemnify Calibre Partners and
its partners, employees and officers in respect of any liability suffered or incurred as a result of, or in
connection with, the preparation of the Report. This indemnity does not apply in respect of any
negligence, misconduct or breach of law. Restaurant Brands has also agreed to indemnify Calibre
Partners and its partners, employees and officers for time incurred and any costs in relation to any inquiry
or proceeding initiated by any person, except where Calibre Partners or its partners, employees and
officers are guilty of negligence, misconduct or breach of law, in which case Calibre Partners shall
reimburse such costs.
Independence
Calibre Partners and the persons responsible for the preparation of this Report do not have at the date of
this Report, and have not had, any shareholding in, or other relationship, or conflict of interest with
Restaurant Brands that could affect their ability to provide an unbiased opinion in relation to this
transaction. Calibre Partners will receive a fee for the preparation of this Report. This fee is not contingent
on the success or implementation of the proposed transaction or any transaction complementary to it.
Calibre Partners and the persons responsible for the preparation of this Report have no direct or indirect
pecuniary interest or other interest in this transaction. We note for completeness that a draft of this
Report was provided to Restaurant Brands and its advisers, solely for the purpose of verifying the factual
matters contained in this Report. While minor changes were made to the drafting, no material alteration
to any part of the substance of this Report, including the methodology or conclusions, were made as a
result of issuing the draft.
Consent
Calibre Partners consents to the issuing of the Report, in the form and context in which it is included, in
the information to be sent to Restaurant Brands’ shareholders. Neither the whole nor any part of the
Report, nor any reference thereto, may be included in any other document without the prior written
consent of Calibre Partners as to the form and context in which it appears.

Appendix 3: Valuation methods
There are a wide range of approaches and methods used for valuing businesses. Different approaches and
methods tend to be appropriate in different circumstances. The approaches and methods most
commonly used tend to be:
• Discounted cash flow (DCF) method
• Market approach
• Cost based approach.
Discounted cash flow
The DCF method is an ‘income approach’ to valuation. Using the DCF method, value is estimated by
converting projected future cash flows to a single present value.
The DCF method requires estimates of future cash flows to perform. Considerable judgement is often
needed to estimate the cash flows, and a valuer will typically place significant reliance on medium to
long term projections prepared by management. The financial projections of many businesses are very
sensitive to changes in underlying assumptions. As such, DCF valuations are better suited to situations
where a reasonable set of financial forecasts can be estimated.
When applied to a business valuation, the DCF method will usually be quite sensitive to the discount rate
applied to the subject business, with the discount rate often being difficult to estimate.
The DCF methodology tends to be suited to situations where a reasonable set of financial forecasts can be
estimated, and the business’s current earnings are not representative of its underlying value, due to it
being in a period of substantial growth, requiring substantial capital investment to achieve its projections,
or there being identifiable factors that will impact on the businesses longer term performance.
Market approach
The market approach is effectively a benchmarking exercise. Value is estimate by comparing the business
with identical or similar businesses, for which price information is available.
In a business valuation context, the ‘capitalisation of earnings’ method is the most common market
approach. Using the capitalisation of earnings, the value of the business is estimated based on an
assessment of the maintainable earnings of the business and an earnings multiple. The earnings multiple
is estimated based on multiples implied by the price at which other businesses are observed to transact.
The market approach can also include benchmarking the subject business based on other units of
comparison (other than earnings), including revenue multiples and book value multiples. Many industries
also have particular units of comparison that are commonly used to compare different companies within
the industry.
This methodology tends suit to situations where a meaningful comparison can be made between the
subject business and benchmarks. The greater the difference between the subject and the benchmarks
the less meaningful the comparison. Meaningful comparisons can be made more difficult due when the
subject and the benchmark being differently sized, subject to different regulatory and market conditions,
located in different markets, having different profitability characteristics, or different growth prospects.
Cost based approach
A cost-based approach includes valuation methods that focus on the cost to replace; cost to reproduce;
and the summation method, in which the value of a business is determined based on its holdings.
A cost-based approach tends to be suited to situations where the subject business is not going concerns
or has low levels of profitability, or businesses where their value of the whole is primarily a factor of the
values of their holdings (for example property holding companies).

Appendix 4: Discount rates
We have determined the discount rate that we apply to Restaurant Brands based on an assessment of its
post-tax, nominal weighted average cost of capital (WACC).
It is a commonly accepted practice to determine WACC using the following formula:
푊퐴퐶퐶=푅
푑
(1−푇
푐
)
퐷
퐷+퐸
+푅
푒
퐸
퐷+퐸

Where:
E = the market value of equity capital
D = the market value of debt capital
R
d
= the required rate of return on debt capital (cost of debt)
R
e
= the required rate of return on equity capital (cost of equity)
T
c
= the statutory corporate tax rate
Leverage and cost of debt
We have adopted a target gearing of 15% to 25%.
As at 30 June 2025, Restaurant Brands had various debt facilities that allow it to borrow at margins
ranging from 2.2% to 2.9% above the 90-day Bank Bill rate, varying by jurisdiction.
Capital Asset Pricing Model
The Capital Asset Pricing Model (CAPM) is typically used to determine a cost of equity.
It is common practice in New Zealand to use a version of CAPM that has been modified to recognise the
New Zealand tax regime and its favourable tax treatment of equity returns. The specification most
commonly adopted is the Simplified Brennan-Lally CAPM. This model is applicable to post-corporate tax,
but pre-investor tax cash flows. It uses the following formula:
푅
푒
=푅
푓
(1−푇푖)+훽
푒
[푅
푚
−푅
푓
(1−푇푖)]+푆퐶푅푃
Where:
T
i
= investors’ effective tax rate on interest, dividends and capital gains
R
f
= the risk-free rate of return
β
e
= the equity beta for the entity being valued
R
m
= the expected return on the market portfolio
SCRP = Specific company risk premium
The terms [Rm – Rf (1 – Ti)] are generally grouped into a single tax-adjusted market risk premium (TAMRP).
For Restaurant Brand’s Australian operations, we have adopted the Sharpe Lintner specification of the
CAPM.
It uses the following formula:
푅
푒
=푅
푓
+훽
푒
[푅
푚
−푅
푓
]+푆퐶푅푃

Where:
R
f
= the risk-free rate of return
β
e
= the equity beta for the entity being valued
R
m
= the expected return on the market portfolio
SCRP = Specific company risk premium
For the Hawaiian and Californian operations we have used the Classical CAPM model which uses the same
formula as described for the Sharpe Lintner model above.
Investors’ effective tax rate (Ti)
For the purpose of the New Zealand cost of equity, we have adopted an effective investors’ tax rate on
interest, dividends and capital gains of 28%. This is the rate commonly used by valuers in New Zealand.
Risk-free rate (Rf)
We have adopted a risk-free rate of between 4.70% and 5.04% to value each of the regions. Table 15
shows the risk-free rate used for each region.
Table 15: Risk-free rate
Region Risk-free rate Basis
New Zealand 5.04% 20 Year New Zealand Government Bond yield
Australia 4.92% 20 Year Australia Government Bond yield
Hawaii 4.70% 20 Year US Treasury Bond yield
California 4.70% 20 Year US Treasury Bond yield
We note the 20-year New Zealand bond yield is similar to the New Zealand Treasury’s long-term risk-free
rate estimate.
Equity beta (βe)
An equity beta is a measure of an investment’s volatility. The beta of the market portfolio is 1.0. A beta
above 1.0 indicates that an investment is more volatile than the market and has higher systematic
(market-related) risk. A beta below 1.0 indicates that an investment has a lower level of systematic risk.
An equity beta factors in the leveraging effect of debt in a company’s capital structure.
To determine an asset beta for Restaurant Brands, we have considered the asset betas of comparable
listed companies. Table A4.1 summarises our analysis.

Table A4.1: Asset betas

Country
Asset beta
5-year-monthly

Collins Foods Australia 0.46
Alsea, S.A.B de C.V. Mexico 0.88
AmRest Holdings Spain 1.17
Ibersol, S.G.P.S Portugal 0.78
Sphera Franchise Group Romania 0.46
Tab Gida Sanayi ve Ticaret Turkey 1.04
Arcos Dorados Holdings Uruguay 0.65
Min 0.46
Max 1.17
Average 0.78
Median 0.78
Source: S&P Capital IQ and Calibre Partners analysis
We adopt an asset beta in the range of 0.8 to 0.85 for the purpose of valuing Restaurant Brands. This is
based on the above data set, acknowledging there is a broad range in asset betas observed for the
comparable company data set. In concluding on our asset beta range, we placed less reliance on the
outliers.
Market risk premium
A market risk premium is the excess expected return on the market portfolio of risky equity assets
(share market returns) over the return on risk-free assets (government bond returns).
New Zealand
A TAMRP is used in the Brennan-Lally CAPM, which is the market risk premium adjusted for tax
considerations. We have determined an appropriate TAMRP of 7.5% after considering:
• Valuation professionals typically use a TAMRP between 7.0% and 8.0% when valuing New Zealand
companies. The midpoint of 7.5% is the most widely adopted TAMRP when valuing New Zealand
companies today.
• The New Zealand Treasury’s guidance on discount rates suggests a market risk premium of around
7.0% is appropriate.
Discount rate adopted
Based on the assumptions described and applying the Simplified Brennan-Lally model, we calculate a
WACC range for each of the geographic segments as follows:

New Zealand Australia Hawaii California
Low High Low High Low High Low High
Risk free rate 5.0% 5.0% 4.9% 4.9% 4.7% 4.7% 4.7% 4.7%
Equity beta 0.9 1.1 0.9 1.0 0.9 1.0 0.9 1.0
TAMRP / MRP 7.25% 7.75% 6.25% 6.75% 5.25% 5.75% 5.25% 5.75%
WACC 9.6% 11.0% 9.7% 10.6% 8.8% 9.6% 8.7% 9.6%

Appendix 5: Glossary of key terms
Term Definition
ASX Australian Securities Exchange
CAPM Capital Asset Pricing Model
CAGR Compound Annual Growth Rate
CKE CKE Restaurants Holdings, Inc.
Code New Zealand Takeovers Code
Companies Act Companies Act 1993
CPI Consumer Price Index
DCF Discounted cash flow
EBITDA Earnings before interest, tax, depreciation, and amortisation
Finaccess Finaccess Restauración, S.L.
Forecasts Five year financial forecasts prepared by Restaurant Brands
FY Financial year ended 31 December
FY25 Forecast Financial forecast prepared by Restaurant Brands management for FY25
Grupo Finaccess Grupo Finaccess S.A.P.I. de C.V.
HY Half year ended 30 June
IFRS International Financial Reporting Standard
LSR Limited Service Restaurant
$ New Zealand Dollars, unless specified otherwise
NZX New Zealand Stock Exchange or NZX Limited
Panel New Zealand Takeovers Panel
QSR Quick Service Restaurant
PPE Property, plant and equipment
RBA Reserve Bank of Australia
RBD Shares Fully paid ordinary shares in Restaurant Brands
Restaurant Brands Restaurant Brands New Zealand Limited
Report Independent Adviser’s Report, in relation to the takeover offer
Store EBITDA
Store EBITDA is pre-General and Administrative expenses and pre IFRS 16 and excludes other
income and expenses that are not directly attributable to the stores.
TAMRP Tax-adjusted market risk premium
Yum! Yum! Brands Incorporated
WACC Weighted average cost of capital

SPH Notice - Finaccess Restauración, S.L. (Finaccess)SPH Notice - Finaccess Restauración, S.L. (Finaccess)

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.