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

1
Disclosure of movement of 1% or more in substantial holding
or change in nature of relevant interest, or both
Sections 277 and 278, Financial Markets Conduct Act 2013
To NZX Limited
and
To Restaurant Brands New Zealand Limited
Relevant event being disclosed: movement of 1% or more in substantial holding
Date of relevant event: 30 September 2025
Date this disclosure made: 30 September 2025
Date last disclosure made: 27 March 2019
Substantial product holder(s) giving disclosure
Full name(s): Finaccess Restauración, S.L. (Finaccess) (formerly Global Valar, S.L.)
Summary of substantial holding
Class of quoted voting products: Fully paid ordinary shares in Restaurant Brands New
Zealand Limited (Restaurant Brands Shares)
Summary for Finaccess
For this disclosure,—
(a) total number held in class: 99,488,655
(b) total in class: 124,758,523
(c) total percentage held in class: 79.745%
For last disclosure,—
(a) total number held in class: 113,933,983*
(b) total in class: 124,758,523
(c) total percentage held in class: 91.324%*
* The "last disclosure" details relate to the total number of Restaurant Brands Shares in
respect of which valid acceptances had been received at the time of the closing of the
partial takeover offer dated 6 December 2018 for 75% of the Restaurant Brands Shares.
Subsequent to the scaling of those valid acceptances in accordance with the terms of the
partial takeover offer, Finaccess had a relevant interest in 93,568,892 Restaurant Brands
Shares, representing 75.000% of the Restaurant Brands Shares. A further 22,527
Restaurant Brands Shares were acquired on 30 March 2021, giving Finaccess a relevant
interest in 93,591,419 Restaurant Brands Shares, representing 75.018% of the Restaurant
Brands Shares immediately prior to this notice.

2
Details of transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure:
Lock-up deed
On 30 September 2025, Accident Compensation Corporation (ACC) entered into a lock-
up deed with Finaccess (Lock-Up Deed). The Lock-Up Deed is in respect of, 5,897,655
Restaurant Brand Shares.

The material terms of the Lock-Up Deed are as follows:
• if Finaccess makes a full takeover offer for all of the Restaurant Brands Shares that
it does not already hold (the Offer), ACC has irrevocably agreed to accept or
procure the acceptance of the Offer in accordance with its terms and the Takeovers
Code in respect of all of the shares that it holds or controls no later than the date
which is three working days after the date on which Finaccess sends a despatch
notice under rule 45 of the Takeovers Code in respect of the Offer document;
• ACC agreed that, unless the Lock-Up Deed is terminated, it will not (and, to the
extent that any of the shares are not held by it, will procure that the registered
holder of those shares does not) dispose of, encumber or deal in any way with any
of the shares (or agree to do any of the same), except to accept the Offer or as
otherwise provided in the Lock-Up Deed;
• ACC may exercise or control the exercise of all of the voting rights attached to the
shares in whatever manner it sees fit until the shares are transferred under the
Offer;
• ACC may terminate its Lock-Up Deed by written notice to Finaccess if Finaccess
does not:
- send a takeover notice to Restaurant Brands New Zealand Limited in
accordance with Rule 41 of the Takeovers Code before 5.00pm on the date
which is five working days after the date of the Lock-Up Deed (or on such
later date as the parties agree in writing); or
- give a despatch notice under Rule 45 of the Takeovers Code to Restaurant
Brands New Zealand Limited in respect of the Offer before 5.00pm on the
date which is 25 working days after the date that the relevant Lock-Up Deed
was entered into (or on such later date as the parties agree in writing); and
• the Lock-Up Deed will automatically terminate if:
- Finaccess advises ACC that it has decided not to proceed with making the
Offer;
- Finaccess withdraws the Offer in accordance with the Takeovers Code; or
- the Offer lapses in accordance with its terms for any reason.
Copy of relevant agreements
The Lock-Up Deed (27 pages in total) is attached in full as the Schedule to this notice.

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Details after relevant event
Details for Finaccess Restauración, S.L.
Nature of relevant interest(s): Registered holder and beneficial owner of financial
products

For that relevant interest,—
(a) number held in class: 93,591,419
(b) percentage held in class: 75.018%
(c) current registered holder(s): Finaccess Restauración, S.L.

(d) registered holder(s) once transfers are registered: N/A
For a derivative relevant interest, also—
(a) type of derivative: N/A
(b) details of derivative: N/A
(c) if the substantial product holder is not a party to the derivative, the nature of the
relevant interest in the derivative: N/A
Nature of relevant interest(s): Qualified power to acquire Restaurant Brands Shares and
qualified power to control the disposition of Restaurant Brands Shares under the Lock-Up
Deed, as described further above under “Details of transaction and events giving rise to
relevant event”.

For that relevant interest,—
(a) number held in class: 5,897,236
(b) percentage held in class: 4.727%
(c) current registered holder(s): Accident Compensation Corporation

(d) registered holder(s) once transfers are registered: Finaccess Restauración, S.L.
For a derivative relevant interest, also—
(a) type of derivative: N/A
(b) details of derivative: N/A
(c) if the substantial product holder is not a party to the derivative, the nature of the
relevant interest in the derivative: N/A

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Additional information
Address(es) of substantial product holder(s): Antonio Maura 8 1 A, Madrid 28014, Spain
Contact details: James Cooney, +64 9 916 8800, james.cooney@bellgully.com
Name of any other person believed to have given, or believed to be required to give, a
disclosure under the Financial Markets Conduct Act 2013 in relation to the financial
products to which this disclosure relates: N/A
Certification
I, José Parés Gutiérrez, certify that, to the best of my knowledge and belief, the
information contained in this disclosure is correct and that I am duly authorised to make
this disclosure by all persons for whom it is made.

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SCHEDULE
The Lock-Up Deed with Accident Compensation Corporation is attached:

Lock-Up Deed
relatin
g
to
a full takeover offer for all of the ordinary shares in Restaurant Brands
New Zealand Limited not already held by Finaccess Restauraci6n, S.L.
Finaccess Restauraci6n
,
S.L.
Offeror
and
The person specified in schedule 1
Shareholder
Date
Bell Gully
www.bellgully.com
30 September 2025

Bell Gully
This Lock-Up Deed is made on
2025
between
(
1
)
Finaccess Restauraci6n, S.L. (Offeror)
and
(
2
)
The person specified in schedule 1 (Shareholder)
Introduction
A.
The Shareholder is the legal and beneficial owner of ordinary shares in the Target.
B.
The Offeror is considering making an Offer for all of the ordinary shares in the Target that it
does not already hold.
C.
If the Offeror makes the Offer, the Shareholder has irrevocably agreed that, subject to the
terms and conditions of this Deed, it will accept or procure the acceptance of the Offer in
respect of all the Locked-Up Shares.
It is agreed
1. Interpretation
1.1 Definitions
In this Deed, unless the context otherwise requires:
Agreement Date means the date of this Deed;
Locked-Up Shares means:
(
a
)
all of the Shares held or controlled by the Shareholder as at the Agreement Date, being
the number of Shares set out next to the heading "Number of Shares as at the
Agreement Date" in Schedule 1; and
(
b
)
any additional Shares which the Shareholder becomes the holder or controller of on or
after the Agreement Date;
Offer means a full takeover offer, on the Offer Terms, made by the Offeror under rule 8 of the
Takeovers Code to purchase all of the Shares that the Offeror does not already hold;
Offer Document means the offer document for the Offer prepared in accordance with rule 44 of
the Takeovers Code;
Offer Terms means, subject to any Permitted Variation, the terms and conditions set out in
Schedule 2;
Permitted Variation means any of the following changes to the Offer Terms:
(
a
)
(
b
)
34844237 _2
increasing the amount of the consideration under the Offer;
removing or narrowing the scope of, or waiving, any condition in the Offer Terms;
30 September

34844237_2
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Execution
Executed as a deed.
For and on behalf of Finaccess
Restauración, S.L. by:
Director/authorised signatory Director/authorised signatory
Print name Print name
SIGNED on behalf of Accident
Compensation Corporation by its
attorneys:
Attorney Attorney
Print Name Print Name
Rafael Gordon Arce
Narciso Galvez Peña

FULL TAKEOVER OFFER
UNDER THE TAKEOVERS CODE

BY FINACCESS RESTAURACION, S.L. TO PURCHASE ALL OF THE
ORDINARY SHARES IN RESTAURANT BRANDS NEW ZEALAND
LIMITED THAT IT DOES NOT ALREADY HOLD FOR $5.05 PER
SHARE







IMPORTANT

If you are in doubt as to any aspect of this offer, you should consult your financial or legal adviser.
If you have sold all your shares in Restaurant Brands New Zealand Limited to which this offer applies,
you should immediately hand this offer document and the accompanying acceptance form(s) to the
purchaser or the agent (e.g., the broker) through whom the sale was made, to be passed to the
purchaser.
Restaurant Brands New Zealand Limited’s target company statement, together with an independent
adviser's report on the merits of this offer, either accompanies this offer or will be sent to you within 10
working days and should be read in conjunction with this offer.

Dated [●] 2025

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SUMMARY OF OFFER
Finaccess Restauración, S.L. (the Offeror, we or us) currently owns 75.02% of the ordinary shares in
Restaurant Brands New Zealand Limited (Target). The Offeror was formerly named Global Valar, S.L.
Global Valar, S.L. was the entity which completed a partial takeover offer in respect of the Target in
2019. The Offeror’s shareholding in the Target is the shareholding Global Valar, S.L. acquired under
that offer.
On [date] 2025 (Notice Date), we announced that we intended to make a full offer under the
Takeovers Code for all of the fully paid ordinary shares (Shares) in the Target that we do not already
hold (the Offer).
The key terms of the Offer are:
Offer price NZ$5.05 in cash for each Share.
Full offer The Offer is for all of the Shares that we do not already hold.
How to ACCEPT If you wish to ACCEPT the Offer, please refer to the section
"How to accept the Offer" on pages [3] to [4] of this Offer
Document and the relevant Acceptance Form enclosed with this
Offer Document.
Conditions The Offer is conditional only on us obtaining any consents
required under the Overseas Investment Act 2005 and Overseas
Investment Regulations 2005 for us to complete the acquisition
of the Shares in accordance with the Offer on terms which are
usual for the granting of such consents.
[Major institutional
shareholders have agreed to
accept the Offer]

Each of:
• [name] (in respect of [its entire holding of] [●] Shares);
• [name] (in respect of [its entire holding of] [●] Shares); and
• [name] (in respect of [its entire holding of] [●] Shares),
have agreed to accept, or procure the acceptance of, the Offer,
in respect of all of the Shares which it holds or controls and any
additional Shares which it becomes the holder or controller of (in
aggregate currently representing [●]% of the voting rights in the
Target) by no later than the date which is three working days
after the date of despatch of this Offer Document to
Shareholders, in accordance with their respective obligations
under the Lock-Up Deeds described in clause 8 of Appendix 1.

Offer Period The Offer is dated [●] 2025 (Offer Date) and remains open for
acceptance until 11.59 pm on [the date [29] working days after
the Offer Date] (Closing Time) (unless extended in accordance
with the Takeovers Code).
Payment date If you validly accept the Offer, you will be paid the consideration
for your Shares no later than the date which is five working days
after the later of:
• the date on which we receive your acceptance; and
• the date on which the Offer becomes unconditional.

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No brokerage costs You will not pay any brokerage costs if you accept the Offer.
Important contacts If you have any questions about the Offer, or you require further
copies of this Offer Document and enclosures (including the
Acceptance Form(s)), you should contact the share registrar for
the Offer, Computershare Investor Services Limited
(Computershare).
If within New Zealand: Telephone: 0800 991 101 (toll free within New Zealand)
+64 9 488 8794
Email: tkoacceptances@computershare.co.nz
If outside
New Zealand:
Telephone: 1800 501 366 (toll free within Australia)
+64 9 488 8794
+61 3 9415 4083
Email: tkoacceptances@computershare.co.nz
Advisers
Alternatively, you should contact your financial, tax or legal
adviser.

THIS IS ONLY A SUMMARY OF THE OFFER.
THE DETAILED TERMS AND CONDITIONS OF THE OFFER ARE SET OUT ON PAGES [5] TO
[14] OF THIS OFFER DOCUMENT. YOU SHOULD READ THOSE TERMS AND CONDITIONS
CAREFULLY.

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HOW TO ACCEPT THE OFFER
Closing Time The Offer closes at 11.59 pm on [the date [29] working days
after the Offer Date] (unless extended in accordance with the
Takeovers Code).
If you wish to ACCEPT the Offer you must ensure that you
complete your online acceptance by no later than the Closing
Time or that we receive your relevant Acceptance Form by no
later than the Closing Time (or, if posted, that it is post marked by
no later than the Closing Time).
How to accept To ACCEPT the Offer, you should either:
• accept the Offer online at www.takeoveroffer.co.nz/RBD
by no later than the Closing Time; or
• complete the relevant Acceptance Form(s) enclosed with
this Offer Document in accordance with the instructions
set out on that form or those forms in one of the ways
described below by no later than the Closing Time.
Which Acceptance Form to
complete?
If you hold Shares in a CHESS holding (which will only apply to
holders who bought their Shares on ASX or otherwise transferred
their Shares into the Australian CHESS subregister), complete
the enclosed BLUE Acceptance Form in accordance with the
instructions set out on that form and in clause 3.1(b) below.
For all other holders of Shares, please complete the enclosed
WHITE Acceptance Form in accordance with the instructions set
out on that form and in clause 3.1(c) below
Address for acceptance


Online (preferred):
Accept the Offer online at www.takeoveroffer.co.nz/RBD. You
will require your CSN/Holder Number and relevant Acceptance
Code to complete your online acceptance. The CSN/Holder
Number can be found on the Acceptance Form(s) sent to you.
Your Acceptance Code will be separately emailed or posted to
you for security purposes in the same manner and on the same
day.
Alternatively, you can return the Acceptance Form to us:
By email (both WHITE and BLUE Acceptance Forms):
Email a scanned copy to:
tkoacceptances@computershare.co.nz
If you do this, please use “RBD Takeover Acceptance” as the
subject line of the email for easy identification.
By post (only WHITE Acceptance Forms):
Finaccess Restauración, S.L.
c/- Computershare Investor Services Limited
Private Bag 999045
Victoria Street West
Auckland 1142
New Zealand

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By post (only BLUE Acceptance Forms):
Finaccess Restauración, S.L.
c/- Computershare Investor Services Limited
GPO Box 52
Melbourne Victoria 3001
Australia

By hand delivery (only WHITE Acceptance Forms):
Finaccess Restauración, S.L.
c/- Computershare Investor Services Limited
Level 2, 159 Hurstmere Road,
Takapuna,
Auckland, 0622
IMPORTANT ACCEPTANCES MUST BE RECEIVED BY, OR POST-
MARKED, NOT LATER THAN 11.59 PM ON [date [29] working
days after the date of the Offer] 2025 (unless the Offer Period
is extended in accordance with the Takeovers Code).
If you have sold ALL your
Shares

If you have sold all of your Shares, please send this Offer
Document and all enclosures (including the Acceptance Form(s))
immediately to the new Shareholder or agent (e.g., the broker
through whom the sale was made) requesting that this Offer
Document and all enclosures be forwarded to the new
Shareholder.
If you have sold SOME of your
Shares


If you have sold some of your Shares and wish to ACCEPT the
Offer in respect of the Shares you have retained, please alter the
total holding printed on the relevant Acceptance Form to the
number of Shares which you have retained, initial the change
and deliver the amended Acceptance Form as described in
clauses 3.1(b) and 3.1(c) below.
Upon receipt of the amended Acceptance Form, we will
re-calculate the amount of cash to which you are entitled to
reflect the number of Shares for which you have accepted the
Offer.
Please also advise the purchaser(s) of your Shares, or request
the broker through whom you made the sale to advise the
purchaser(s) of your Shares, of the Offer and that copies of this
Offer Document are available from us.
If you have lost your relevant
Acceptance Form or if you
have any other questions in
relation to the Offer

If you have lost your relevant Acceptance Form or if you have
any other questions in relation to the Offer, please contact
Computershare on:
• 0800 991 101 (toll free within New Zealand);
• +64 9 488 8794;
• 1800 501 366 (toll free within Australia);
• +61 3 9415 4083,
or email tkoacceptances@computershare.co.nz. For emails,
please type “RBD Takeover Acceptance” in the subject line for
easy identification.

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TERMS AND CONDITIONS OF THE OFFER
Full offer under the Takeovers Code by the Offeror to purchase all of the ordinary shares in the
Target that it does not already hold
1. The Offer
1.1 Shares
We offer to acquire, on the terms and conditions set out in this Offer Document, all of the
fully paid ordinary shares in Restaurant Brands New Zealand Limited (Target) that we do not
already hold.
1.2 Offer Period
The Offer is dated the Offer Date and will remain open for acceptance until 11.59 pm on [the
date [29] working days after the Offer Date] (the Offer Period), unless the Offer is withdrawn
in accordance with the Takeovers Code and every person is released from every obligation
incurred under the terms of it, or the Offer lapses in accordance with its terms. We may
extend the Offer Period in accordance with the Takeovers Code. The time the Offer expires
is referred to in this Offer Document as the Closing Time.
1.3 Persons who may accept
The Offer is open for acceptance by any person who holds Shares, whether acquired before,
or on or after, the date of the Offer upon production of satisfactory evidence of such person's
entitlement to those Shares.
1.4 Acceptance Forms
The provisions set out in any Acceptance Form are part of the terms of the Offer.
1.5 Terms and Conditions of Offer
The Offer is also made subject to the further terms and conditions set out in clauses 2 to 8
below and the Takeovers Code.
2. Consideration
2.1 The consideration offered for each of your Shares is $5.05 in cash (subject to any
adjustment in accordance with clause 5).
2.2 If you validly accept the Offer, we will pay the relevant consideration to you in accordance
with clause 6 by not later than the date which is five working days after the later of:
(a) the date on which the Offer becomes unconditional; and
(b) the date on which we receive your acceptance.
2.3 If we do not send the consideration for the Offer to you within the period specified in
clause 2.2, you may withdraw your acceptance of the Offer by:
(a) giving written notice to us of your intention to withdraw your acceptance of the Offer;
and

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(b) no less than five working days after giving notice under clause 2.3(a), giving written
notice to us withdrawing your acceptance of the Offer,
provided that this right to withdraw acceptance of the Offer will not apply if you receive the
consideration for your Shares before giving written notice to us under clause 2.3(b).
3. How to accept the Offer
3.1 To accept this Offer, you must do one of the following:
(a) Online acceptance: accept the Offer online at www.takeoveroffer.co.nz/RBD by no
later than the Closing Time. You will need your CSN/Holder Number and relevant
Acceptance Code to complete your online acceptance. Your CSN/Holder Number can
be found on the Acceptance Form sent to you. Your Acceptance Code will be
separately emailed or posted to you for security purposes in the same manner and on
the same day. Clause 3.1(b) also applies for any CHESS acceptances submitted via
the offer website.
(b) CHESS holdings (BLUE Acceptance Form): If your Shares are held in a CHESS
holding (which will only apply if you bought your Shares on ASX or otherwise
transferred your Shares into the Australian CHESS subregister), to accept the Offer,
you must either:
(i) instruct your Controlling Participant (as defined in the ASX Settlement
Operating Rules) (this is usually your broker) directly to accept the Offer for your
Shares. To do this, you must complete the BLUE Acceptance Form in
accordance with the instructions on that Acceptance Form and return the
completed BLUE Acceptance Form to your Controlling Participant as soon as
possible to allow sufficient time for your Controlling Participant to submit your
acceptance before the end of the Offer Period; or
(ii) authorise us to contact your Controlling Participant on your behalf. To do this,
you must complete the BLUE Acceptance Form in accordance with the
instructions on that Acceptance Form and return the completed BLUE
Acceptance Form to us as soon as possible to allow sufficient time for
Computershare to contact your Controlling Participant and for your Controlling
Participant to confirm your acceptance before the end of the Offer Period. By
doing so, you authorise us to contact your Controlling Participant directly via the
CHESS system. We will not be, and Computershare will not be, responsible for
any delay caused by this process.
You can return the BLUE Acceptance Form to us in accordance with this clause
3.1(b)(ii) by sending it to:
(A) By email: tkoacceptances@computershare.co.nz; or
(B) By post: Finaccess Restauración, S.L., c/- Computershare Investor
Services Limited, GPO Box 52, Melbourne Victoria 3001, Australia.
If you are a Controlling Participant, you may initiate acceptance of our Offer in
accordance with the requirements of the ASX Settlement Operating Rules.
For your CHESS acceptance to be an effective acceptance of the Offer, it must be
received in time for Computershare to give instructions to your Controlling Participant
and for your Controlling Participant to respond to, and accept, those instructions
before 7.00 pm (AEDT) on the last day of the Offer Period. Your CHESS acceptance
is not a valid acceptance until your Controlling Participant confirms acceptance.

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(c) All other holdings (WHITE Acceptance Form): If your Shares are not held in a
CHESS holding (which will be the case for most Shareholders), to accept the Offer
you need only:
(i) complete the enclosed WHITE Acceptance Form in accordance with the
instructions set out on that Acceptance Form; and
(ii) return the completed WHITE Acceptance Form to us by email, post or hand
delivery as soon as possible, but in any event so that we receive it (or, if posted,
it is post-marked) by no later than the Closing Time, to:
(A) By email: tkoacceptances@computershare.co.nz;
(B) By post: Finaccess Restauración, S.L., c/- Computershare Investor
Services Limited, Private Bag 999045, Victoria Street West, Auckland
1142, New Zealand; or
(C) By hand delivery: Finaccess Restauración, S.L., c/- Level 2, 159
Hurstmere Road, Takapuna, Auckland, 0622.
3.2 We will not provide any acknowledgement of receipt of your acceptance of the Offer.
3.3 We may, in our sole discretion, treat any Acceptance Form or online acceptance as valid
notwithstanding that it does not fully comply with this clause 3 or is otherwise irregular, and
we may, in our sole discretion, rectify any errors in, or omissions from, any Acceptance Form
or online acceptance to enable that form or online acceptance to constitute a valid
acceptance of the Offer and to facilitate registration of the transfer of the relevant Shares.
We may, in our sole discretion, allow for acceptance in any other manner we permit.
3.4 Your acceptance of the Offer constitutes a contract with us on the terms and subject to the
conditions of the Offer. Other than in the circumstances set out in clause 2.3 and clause 3.5,
your acceptance of the Offer is irrevocable and you may not withdraw your acceptance
during the time the Offer is open for acceptance, whether or not there has been any variation
of the Offer in accordance with the Takeovers Code.
3.5 We will both be released from our respective obligations under the Offer, and arising from
acceptance of the Offer, if:
(a) the Offer is withdrawn with the consent of the Takeovers Panel; or
(b) the Offer lapses as a result of any condition contained in the Offer not being satisfied
or waived by the date specified as the latest date for satisfaction of that Condition or in
the circumstances referred to in clause 4.9.
3.6 Legal and beneficial ownership, and title, to the Shares which are the subject of an
acceptance of the Offer shall pass to us, and the registration of the transfer of those Shares
shall take place, contemporaneously with the consideration for such Shares being sent in
accordance with clause 2.2. If you hold your shares on the NZX, live outside of New
Zealand and you elect to be paid by electronic funds transfer in a currency other than New
Zealand dollars using InvestorPay in accordance with clause 6.4, legal and beneficial
ownership, and title, to the Shares which are the subject of your acceptance of the Offer
shall pass to us, and the registration of the transfer of those Shares shall take place,
contemporaneously with the New Zealand dollar consideration for such Shares being sent to
InvestorPay for the purposes of InvestorPay effecting that currency conversion and then
making the relevant electronic funds transfer to you.
3.7 We may choose to engage the services of one or more Primary Market Participants (in terms
of the NZX Participant Rules) or other financial advisory firms (Brokers) to contact holders of

8

Shares and receive acceptance forms for those Shares. If we choose to do this, the key
terms of engagement will be as follows:
(a) for each completed and valid Acceptance Form procured by a Broker, we may pay to
that Broker a handling or procurement fee in respect of the Shares that are the subject
of the Acceptance Form (Procurement Fee). The amount of the Procurement Fee
will be 0.75% of the consideration payable by us under this Offer to the relevant
Acceptor in respect of the Acceptance Form received. The Procurement Fee will be
subject to a minimum amount of $75 and a maximum amount of $750 for a single
Acceptance Form (inclusive of GST, if any);
(b) the Broker will be paid, and receive, the Procurement Fee solely in connection with its
services to us and must not, directly or indirectly, pass any or all of the Procurement
Fee on to any Acceptor, or share the Procurement Fee with any Acceptor;
(c) the payment of a Procurement Fee to a Broker in respect of an Acceptance Form
procured by that Broker is in all respects conditional on the Shares that are the subject
of that Acceptance Form being validly transferred to us. No Procurement Fees will be
payable if this Offer is not declared unconditional by us. In addition, the Acceptance
Form must be delivered to us in accordance with clause 3 and, unless we in our sole
discretion determine otherwise, must be stamped by the Broker (and only that Broker);
(d) a Procurement Fee will not be paid in respect of Shares:
(i) we acquire through the compulsory acquisition provisions set out in Part 7 of the
Takeovers Code; or
(ii) that are subject to a Lock-Up Deed (or any other lock-up deed or agreement we
may enter into);
(e) Brokers are precluded from receiving any Procurement Fee in respect of any Shares
in which they or their associates have a relevant interest (as defined in Part 5 of the
Financial Markets Conduct Act 2013);
(f) we may, in determining the Procurement Fee payable to a Broker, aggregate and/or
disregard any acceptance of this Offer procured by that Broker if we believe that a
party has structured holdings of Shares for the purpose, or with the effect, of enabling
parties to take advantage of the arrangements summarised in this clause 3.7; and
(g) we will determine, in our sole discretion, any disputes relating to the payment of a
Procurement Fee. Our determination will be final and binding on all parties.
3.8 By accepting the Offer, you:
(a) represent and warrant to us that:
(i) you are the sole legal and beneficial owner of all of the Shares in respect of
which you have accepted the Offer, or are the legal owner and have the
necessary capacity and authority to accept this Offer in respect of those Shares;
(ii) legal and beneficial title to each Share in respect of which you have accepted
the Offer (and to all other shares referred to in clauses 5.3 to 5.5) will be
transferred to us free of all security interests, charges, liens, mortgages,
encumbrances and adverse interests and claims of any kind, but together with
all rights attaching to them, including the right to all dividends and other
distributions arising after or by reference to a date occurring on or after the
Notice Date; and

9

(iii) you have full power and capacity to sell and transfer each Share in respect of
which you have accepted the Offer (and all other shares referred to in clauses
5.3 to 5.5) on the date of settlement of the Offer and that by accepting the Offer
in the manner contemplated by this Offer Document and the relevant
Acceptance Form (or online acceptance) you will not cause us to breach any
law in delivering the consideration specified in clause 2.1 above; and
(b) authorise us to:
(i) effect any rectification of any Acceptance Form or online acceptance in the
manner contemplated in clause 3.3; and
(ii) advise the Target and/or its share registrar of the details of your acceptance of
the Offer and to note that acceptance in the Target’s share register.
3.9 Despite anything to the contrary in an Acceptance Form, if you are a joint holder of Shares
(whether or not as a trustee of a trust) and the Acceptance Form is signed (or an online
acceptance is completed) by one or some, but not all, joint holders, then you warrant to us
that:
(a) the holder(s) who has/have signed the Acceptance Form (or completed the online
acceptance) do(es) so on behalf of and as duly authorised agent(s) for the joint
holder(s) who has/have not signed (or not completed that online acceptance), that
such authority has not been revoked, and that the acceptance is binding on the joint
holder(s) who has/have not signed the Acceptance Form (or not completed that online
acceptance); and
(b) if you hold the relevant Shares as a trustee of a trust, the instrument constituting the
trust permits the execution of the Acceptance Form in the manner in which it was
executed or the completion of the online acceptance in the manner completed.
3.10 If the Offer does not become unconditional, the Offer will lapse.
3.11 By accepting the Offer, you:
(a) undertake that you will not, and will not attempt to, sell, transfer, dispose of (or agree
to do any of those things), any or all of the Shares in respect of which you have
accepted this Offer (other than for acceptance of the Offer itself); and
(b) irrevocably authorise us to instruct the Target and its share registrar to refuse, during
the Offer Period, to register any transfer of any or all of the Shares in respect of which
you have accepted this Offer, except for transfers pursuant to this Offer.
4. Condition of the Offer
OIO consent condition
4.1 The Offer, and any contract arising from acceptance of it, is conditional on us obtaining any
consents required under the Overseas Investment Act 2005 and Overseas Investment
Regulations 2005 for us to complete the acquisition of all of the remaining Shares in
accordance with the Offer on terms which are usual for the granting of such consents.
Nature of the condition
4.2 Your acceptance of the Offer will constitute a contract with us, subject to the Condition. The
Offer will only proceed if the Condition set out in clause 4.1 is satisfied.

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4.3 The Condition set out in clause 4.1 is for our benefit. The Condition set out in clause 4.1
cannot be waived.
4.4 To the extent required by the Takeovers Code, where the Condition set out in clause 4.1
requires a determination as to whether a matter is unusual or not or any similar
determination required in relation to any such condition, before the condition may be
invoked, such determination must be made by a suitably qualified expert appointed by us
who is independent of, and not an associate of, us.
4.5 In accordance with the Takeovers Code, the date by which the Offer is to become
unconditional must not be later than 20 working days after the Closing Date. The latest time
by which the Offer is to become unconditional is 11.59 pm on [the date which is 20 working
days after the Closing Date] (the Condition Date), but this date may change if the Closing
Date is extended as permitted by the Takeovers Code. If the Offer does not become
unconditional, it will lapse and we will destroy all Acceptance Forms received.
4.6 Notwithstanding any other term of the Offer, we will not allow the Offer to lapse:
(a) in unreasonable reliance on a condition of the Offer; or
(b) in reliance on a condition that restricts the Target Group's activities in the ordinary
course of Target’s business during the period that begins on the Notice Date and ends
on the Condition Date.
5. Change of circumstances
5.1 If, on or after the Notice Date, the Target declares or pays any dividend or makes any other
distribution (within the meaning of the Companies Act) of any nature whatsoever to the
Shareholders, then if you have accepted or accept the Offer, at our option either:
(a) you will be bound to pay to us on demand an amount equivalent to such dividend or
the value of such other distribution in respect of the Shares for which you have
accepted or accept the Offer; or
(b) the cash consideration which would otherwise have been paid to you will be reduced
by an amount equivalent to such dividend or the value of such other distribution paid
or payable to you or which you receive or is receivable by you in respect of the Shares
for which you have accepted or accept the Offer.
5.2 If you are required to make a payment to us under clause 5.1, you must make that payment
within five working days of demand, to the bank account stated in our demand, in cleared
and irreversible funds, and free of deduction, set off, withholding or condition.
5.3 If, on or after the Notice Date, the Target makes any issue of shares or convertible shares or
other securities or grants any other rights or interests to the Shareholders by way of bonus
issue, then if you have accepted or accept the Offer:
(a) you will be bound to transfer such shares or convertible shares, other securities or
other rights and interests to us; and
(b) the consideration per Share provided for under clause 2.1 will be reduced to take
account of such issue.
5.4 If all or any of the Shares are consolidated or subdivided on or after the Notice Date, then:
(a) the Offer will be interpreted to take into account such consolidation or subdivision and
will be deemed to be for the shares resulting from such consolidation or subdivision;

11

(b) the consideration per Share provided for under clause 2.1 will be increased or
reduced, as the case may require, in proportion to such consolidation or subdivision;
and
(c) if you have accepted or accept the Offer, you will be bound to transfer such
consolidated or subdivided Shares to us on the basis of the consideration per share so
increased or reduced.
5.5 If the Target makes any issue of shares to any person on or after the Notice Date other than
by way of bonus issue, then the Offer will be deemed to extend to, and include, such shares
and the consideration payable for them will be as provided in clause 2.1.
6. Method of settlement
6.1 We will pay you for your Shares taken up under this Offer in accordance with clause 2.2 and
this clause 6 if:
(a) we declare the Offer unconditional; and
(b) you validly accept the Offer (or we rectify any errors or omissions from your
Acceptance Form or online acceptance or otherwise accept your Acceptance Form or
online acceptance as valid under clause 3.3).
6.2 Unless clauses 6.3, 6.4 or 6.5 apply, we will pay you for your Shares by making an electronic
funds transfer to a New Zealand dollar account with a New Zealand registered bank
specified by you in your Acceptance Form or online acceptance.
6.3 If your Shares are held on the ASX in a CHESS holding or the issuer sponsored subregister,
you will be paid by way of cheque in Australian dollars.
6.4 If:
(a) you do not hold your Shares on the ASX in a CHESS holding or the issuer sponsored
subregister; and
(b) your registered address is not in New Zealand,
you can elect to be paid by electronic funds transfer in a currency other than New Zealand
dollars using InvestorPay by following the requirements for such a payment set out in the
WHITE Acceptance Form.
6.5 If
(a) you do not hold your Shares on the ASX in a CHESS holding or the issuer sponsored
subregister;
(b) clause 6.4 does not apply; and
(c) you do not specify a New Zealand dollar account with a New Zealand registered bank
in your WHITE Acceptance Form or online acceptance,
we may choose to pay you by electronic funds transfer to any existing New Zealand dollar
account that you have advised to Computershare (such as for dividend payments) which is
known by us.

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6.6 If we choose to make payment to you in accordance with clause 6.5:
(a) we are not obliged to notify you that we have done so; and
(b) we will have no liability to you for our choice to do so.
6.7 In no circumstances will we be liable to you for interest on any payment due to you.
6.8 The consideration payable to you under this Offer is in New Zealand dollars. Where
payment is made under clause 6.3 or 6.4, this will involve a conversion of New Zealand
dollars into a different currency at the time of payment. Any such conversion is solely at your
own risk. You will be responsible for any applicable costs, exchange rate spread and fees
associated with that conversion, and you agree that we can deduct these costs from the
amount payable to you. We will not be responsible for, or have any liability in connection
with, any currency conversion or any fees or other costs that you are required to pay, or
which are deducted from the amount payable to you in connection with facilitating the
payment to you in a currency other than New Zealand dollars (including the exchange rate
which applied).
6.9 All electronic funds transfers, Acceptance Forms and other documents to be delivered, sent
by or transferred to you will be delivered, sent by or transferred to you at your own risk.
7. Notices
7.1 Notices that we give to the Target, the Takeovers Panel, and NZX and ASX:
(a) declaring the Offer unconditional; or
(b) advising that the Offer is withdrawn in accordance with the Takeovers Code; or
(c) advising that a term or condition of this Offer has been waived; or
(d) advising that the Offer has lapsed in accordance with its terms or the Takeovers Code,
will in each case, be deemed to be notice to all Shareholders and will be deemed to be given
on the day of notification to NZX and ASX.
7.2 Notice of any variation of the Offer will be sent to each Shareholder, the Target, the
Takeovers Panel, and NZX and ASX in accordance with the Takeovers Code unless (and to
the extent that) such notice is not required to be given under the Takeovers Code.
8. Miscellaneous
8.1 The following terms have the following meanings when used in this Offer Document
(including the Appendix) unless the context otherwise requires:
Acceptance Form means:
(a) the WHITE acceptance and transfer form relating to Shares that is enclosed with, and
forms part of, this Offer Document; or
(b) the BLUE acceptance and transfer form relating to Shares in a CHESS holding that is
enclosed with, and forms part of, this Offer Document;
Acceptor has means each holder of Shares who validly accepts this Offer;

13

ASX means ASX Limited or the Australian Securities Exchange operated by it;
CHESS means the Clearing House Electronic Subregister System, which provides for the
electronic transfer, settlement and registration of securities in Australia;
Closing Date means [the date which is 29 working days after the Offer Date] or such date to
which the Offer Period is extended in accordance with the Takeovers Code;
Closing Time means 11.59 pm on [the date which is 29 working days after the Offer Date]
or on such date to which the Offer Period is extended in accordance with the Takeovers
Code;
Companies Act means the Companies Act 1993;
Computershare means Computershare Investor Services Limited;
Condition Date means 11.59 pm on [the date which is 20 working days after the Closing
Date], but this date may change (as permitted by the Takeovers Code) if the Closing Date is
extended as permitted by the Takeovers Code;
Condition means the condition to the Offer set out in clause 4.1 of this Offer Document;
Controlling Participant has the meaning set out in the ASX Settlement Operating Rules;
InvestorPay means the foreign currency payment solution product offered by
Computershare provided by Hyperwallet Systems Inc, a subsidiary of PayPal Pte. Ltd;
Lock-Up Deeds means the lock-up deeds described in clause 8 of Appendix 1;
Notice Date means [●] September 2025, being the date on which we served, or caused to
be served, on the Target a notice in writing pursuant to Rule 41 of the Takeovers Code;
NZX means NZX Limited;
Offer means the offer for the Shares, set out in this Offer Document;
Offer Document means this offer document dated [●] 2025;
Offer Period has the meaning set out in clause 1.2 of this Offer Document;
Offeror means Finaccess Restauración, S.L.;
Offeror Group means Grupo Far-Luca S.A. de C.V. and any of its subsidiaries from time to
time but excluding any Target Group Company, and Offeror Group Company means any
member of the Offeror Group;
Shareholder means a holder of Shares;
Shares means fully paid ordinary shares in the Target;
Takeover Notice means a takeover notice in respect of the Offer under Rule 41 of the
Takeovers Code;
Takeovers Code means the takeovers code approved in the Takeovers Regulations 2000
as consolidated, amended, re-enacted or replaced from time to time and as varied by any
applicable exemption granted by the Takeovers Panel;

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Takeovers Panel means the takeovers panel established by the Takeovers Act 1993;
Target means Restaurant Brands New Zealand Limited; and
Target Group means the Target and any of its subsidiaries from time to time, and Target
Group Company means any member of the Target Group.
8.2 In this Offer Document:
(a) Except if expressly defined in this document, or except where the context requires
otherwise, terms defined in the Takeovers Code shall have the same meaning in this
Offer Document.
(b) All sums of money referred to in the Offer are in New Zealand currency unless
specified otherwise.
(c) The Offer and any contract arising from acceptance of it shall be governed by and
construed in accordance with the laws of New Zealand. You submit to the non-
exclusive jurisdiction of the Courts of New Zealand.
(d) All references to statutes are references to New Zealand legislation unless otherwise
stated.
(e) All times referred to in the Offer are New Zealand times unless otherwise stated.
(f) The singular includes the plural and vice versa unless the context otherwise requires.
(g) The provisions set out in the relevant Acceptance Form form part of the Offer.
(h) All references to "subsidiaries" have the meaning given to that term in section 5 of
the Companies Act wherever they are incorporated.
(i) The term “working day” has the meaning given to it in section 13 of the Legislation
Act 2019.
(j) Headings are for convenience only and do not affect the interpretation of the Offer or
any Acceptance Form.
(k) Percentages are rounded to two decimal places.
(l) A reference to “we”, “us” or “our” is a reference to the Offeror and a reference to
“you” is a reference to any person who holds Shares.
(m) If you hold your Shares jointly (whether or not as trustee of a trust), unless otherwise
expressly stated a reference to you is a reference to all joint holders together.
8.3 If there is an inconsistency between the terms and conditions of the Offer and the provisions
of (or the application of the provisions of) the Takeovers Act 1993 or the Takeovers Code,
the provisions of (or the application of the provisions of) the Takeovers Act 1993 or the
Takeovers Code (as the case may be) will prevail.
8.4 The Offeror may vary the Offer in accordance with Rule 27 of the Takeovers Code.