Finaccess Makes Formal Takeover Offer

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
14 October 2025
FINACCESS MAKES FORMAL TAKEOVER OFFER
Restaurant Brands New Zealand Limited (NZX, ASX: RBD) advises that Finaccess Restauración, S.L. has
today made the formal offer to acquire all the ordinary shares in Restaurant Brands that Finaccess does
not already own, by sending the offer document to shareholders.
Finaccess’ offer is open for acceptance until 11.59pm on 12 November 2025, unless the offer period is
extended by Finaccess in accordance with the Takeover Code.
The Committee of Independent Directors will issue a Target Company Statement by 29 October 2025.
This will include an Independent Adviser’s Report prepared by Calibre Partners and a recommendation to
shareholders from the Independent Directors.
The Committee advises shareholders to not take any action in respect of Finaccess’ takeover offer until
they receive the Target Company Statement.
A copy of the offer document is attached.
ENDS.
For investor relations enquiries, please contact: julio.valdes@rbd.co.nz
For media enquiries contact: kate@katewalsh.co.nz
Authorised by:
Stephen Ward
Chair of the Committee of Independent Directors
Restaurant Brands New Zealand Limited
Phone: 021 987 056
Email: stephenpward@xtra.co.nz

---

Finaccess Restauración, S.L.
Antonio Maura 8 1 A
Madrid 28014
Spain
Restaurant Brands New Zealand Limited
Level 3, Building 7, Central Park,
666 Great South Road, Penrose,
Auckland 1640


14 October 2025

Despatch notice pursuant to rule 45 of the Takeovers Code
On 30 September 2025, Finaccess Restauración, S.L. (Finaccess) provided Restaurant Brands New
Zealand Limited (Restaurant Brands) with a notice pursuant to rule 41 of the Takeovers Code (Code)
of its intention to make a full takeover offer for all of the fully paid ordinary shares in Restaurant Brands
that it does not already hold (the Offer).
Finaccess hereby gives notice pursuant to rule 45(1)(a)(i) of the Code that the offer document (Offer
Document) in respect of the Offer has been sent to Restaurant Brands’ shareholders in accordance
with rule 43(1) of the Code.
Pursuant to rules 45(1)(a)(ii) of the Code, a copy of the Offer Document is attached to this notice.
Yours faithfully,
Finaccess Restauración, S.L.



Rafael Gordon Arce
Director
Finaccess Restauración, S.L.




cc. The Takeovers Panel
Level 3, Solnet House
70 The Terrace
Wellington 6011
By email: takeovers.panel@takeovers.govt.nz
cc. NZX Limited
Level 2, NZX Centre
11 Cable Street
PO Box 2959
Wellington
By email: announce@nzx.com

cc. Registrar of Companies
Private Bag 92061
Victoria Street West
Auckland 1142
By email: processing@companiesoffice.govt.nz

FULL TAKEOVER OFFER
UNDER THE TAKEOVERS CODE
BY FINACCESS RESTAURACIÓN, 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 14 October 2025
FINANCIAL ADVISER:

TABLE OF CONTENTS
Letter from Finaccess . . . . . . . . . . . . . . . . . . . . . . . . . .1
Summary of Offer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Why you should accept the Offer . . . . . . . . . . . . . . . .5
How to accept the Offer . . . . . . . . . . . . . . . . . . . . . . . . .8
Terms and conditions of the Offer . . . . . . . . . . . . . . .10
Appendix 1: Information required
by Schedule 1 to the Takeovers Code . . . . . . . . . . . .19

LETTER FROM FINACCESS
Takeover offer for all of your shares in Restaurant
Brands New Zealand Limited
Finaccess Restauración, S.L. (Finaccess) is pleased to present this takeover
offer for all of the fully paid ordinary shares in Restaurant Brands New Zealand
Limited (Restaurant Brands) that we do not already hold for NZ$5.05 in cash
per share (the Offer).
Finaccess is the majority shareholder of Restaurant Brands. We currently own
75.02% of the ordinary shares in Restaurant Brands.
We recognise that, over the last three years, Restaurant Brands’ share price has
decreased significantly in value and underperformed the NZX50 index.
1
In our
view, this poor share price performance has largely been driven by structural
issues associated with Restaurant Brands’ NZX listing, particularly the very low
trading liquidity and small free float (approximately 25%) that limits demand
for shares in Restaurant Brands. This Offer presents a solution to that problem,
and provides shareholders with an opportunity to exit at an attractive premium
to recent trading prices, realising certain cash value for their Shares.
We believe that our Offer is a compelling one. Key reasons to accept our Offer
include:
• The Offer price of NZ$5.05 in cash per Share represents an attractive
premium to Restaurant Brands’ recent share price trading, including a
premium of:
-70.6% to the last closing price on the NZX Main Board of NZ$2.96 on 29
September 2025, being the last trading day on the NZX prior to the date
on which we lodged our takeover notice in respect of the Offer;
-79.6% to the one‑month VWAP
2
of NZ$2.81 per Share;
-75.1% to the six‑month VWAP of NZ$2.88 per Share; and
-62.7% to the 12‑month VWAP of NZ$3.10 per Share.
• Restaurant Brands’ largest institutional shareholder, Accident
Compensation Corporation, has entered into a lock‑up deed to accept
the Offer in respect of all of the Restaurant Brands shares that it holds or
controls. This represents 4.7% of the total Restaurant Brands shares on
issue and approximately 18.9% of the Restaurant Brands shares not already
owned by Finaccess.
1 Market data from IRESS and S&P Capital IQ as at 29 September 2025.
2 VWAP means the volume weighted average price at which Restaurant Brands shares
have traded on the NZX Main Board for the relevant period. VWAP is calculated by
dividing the total dollar value of shares traded by the total volume (or number) of shares
traded during the period referred to, based on calendar days. VWAPs referred to in this
document have been calculated from NZX trading data (from IRESS and S&P Capital IQ)
up to and including market close on 29 September 2025, being the last trading day on the
NZX prior to the date on which we lodged our takeover notice in respect of the Offer.
1

• We received Overseas Investment Office consent in relation to our Offer
on 2 October 2025. Our Offer is therefore unconditional. This means that
if you validly accept our Offer, you will be paid the consideration for your
Restaurant Brands shares no later than five working days after the date on
which we receive your acceptance.
• Our Offer price of NZ$5.05 per Share is our final and best price, and
accordingly we will not increase the consideration payable under the
Offer. In addition, we will not make a subsequent takeover offer under the
Takeovers Code for the Shares within 24 months from the date that we
gave our takeover notice in respect of the Offer (being 30 September 2025).
The terms of our Offer are set out in this Offer Document, which we encourage
you to read in full. You may also wish to seek professional advice from your
financial, legal or tax adviser.
If you wish to accept our Offer, we encourage you to do so as soon as possible
– as you will be paid within five working days after we receive your valid
acceptance. You can accept our Offer online at www.takeoveroffer.co.nz/RBD or
by completing and returning the relevant Acceptance Form enclosed with this
Offer Document in accordance with the instructions set out in that form. Unless
we extend the Offer in accordance with the Takeovers Code, the Offer will close
at 11.59pm on 25 November 2025.
We believe this Offer represents a compelling opportunity for you to sell your
Shares and encourage you to accept our Offer for all of your Shares.
Yours faithfully,
Rafael Gordon Arce
Director
Finaccess Restauración, S.L.
2

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 30 September 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 priceNZ$5.05 in cash for each Share.
Full offerThe Offer is for all of the Shares that we do not already hold.
How to ACCEPTIf you wish to ACCEPT the Offer, please refer to the section “How to
accept the Offer” on pages 8 to 9 of this Offer Document and the
relevant Acceptance Form enclosed with this Offer Document.
No conditionsThe Offer is unconditional.
Major institutional shareholder
has agreed to accept the Offer
Accident Compensation Corporation in respect of its entire
holding of 5,897,236 Shares has 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 4.73%
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 its obligations
under the Lock‑Up Deed described in clause 8 of Appendix 1.
Offer PeriodThe Offer is dated 14 October 2025 (Offer Date) and remains open
for acceptance until 11.59 pm on 25 November 2025 (Closing Time)
(unless extended in accordance with the Takeovers Code).
Payment dateIf 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 date on which we receive your acceptance.
No brokerage costsYou will not pay any brokerage costs if you accept the Offer.
3

Important contactsIf 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
AdvisersAlternatively, 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 10 to 18 OF THIS
OFFER DOCUMENT. YOU SHOULD READ THOSE TERMS AND CONDITIONS CAREFULLY.
4

WHY YOU SHOULD ACCEPT THE OFFER
1. The Offer is at a significant premium to Restaurant Brands’ recent
share price
The Offer price of NZ$5.05 in cash per Share represents a premium of:
-70.6% to the last closing price of Shares on the NZX Main Board of NZ$2.96 on 29 September 2025,
being the last trading day on NZX prior to the date on which Finaccess gave its takeover notice in
respect of the Offer;
-79.6% to the one‑month VWAP prior to 29 September 2025 of NZ$2.81 per Share;
-75.1% to the six‑month VWAP prior to 29 September 2025 of NZ$2.88 per Share; and
-62.7% to the 12‑month VWAP prior to 29 September 2025 of NZ$3.10 per Share.
2. The Offer is an unconditional all cash offer for 100% of your shares
and you will be paid within five working days if you accept the Offer
The consideration offered is 100% cash and is for all of your Restaurant Brand Shares. Finaccess received
Overseas Investment Office consent in relation to the Offer on 2 October 2025, meaning the Offer is
unconditional.
If you validly accept the Offer, you will therefore be paid the consideration for your Shares no later than
five working days after the date on which your acceptance is received.
You will not incur any brokerage costs in relation to the sale of your Shares under the Offer.
$5.05
$2.96
$2.81
$2.88
$3.10
Offer PriceClosing Trading Price
on 29 September 2025
1-Month VWAP6-Month VWAP12-Month VWAP
70.6%
79.6%
75.1%
62.7%
5

3. Restaurant Brands’ largest institutional shareholder, Accident
Compensation Corporation, has entered into a lock-up deed to accept
the Offer
Finaccess has secured an acceptance commitment from Restaurant Brands’ largest institutional
shareholder, Accident Compensation Corporation (who owns 4.7% of the Shares), via a lock‑up deed
in respect of its entire shareholding. Under the lock‑up deed, Accident Compensation Corporation has
agreed to accept the Offer in respect of all of the Shares that it holds or controls.
Finaccess believes that the entry into the lock‑up agreement by Restaurant Brands’ largest institutional
shareholder supports the view that this is an attractive Offer for your Shares.
4. Finaccess will not increase the Offer price, nor make another
takeover offer under the Takeovers Code for at least 24 months
The Offer price of NZ$5.05 per Share is the final and best price that we are willing to pay under the Offer
and, accordingly, we will not increase the consideration payable under the Offer.
In addition, we will not make a subsequent takeover offer under the Takeovers Code for the Shares
within 24 months from the date that we gave our takeover notice in respect of the Offer (being 30
September 2025).
If we do not receive acceptances under the Offer sufficient to reach the 90% ownership threshold in
order to invoke compulsory acquisition, we believe it is likely that the share price for Shares will likely fall
to a price below the Offer price.
5. Restaurant Brands’ shares have significantly decreased in value and
underperformed relative to the NZX market over the last 3 years
Over the last three years, Restaurant Brands’ shares have decreased significantly in value and have
underperformed the NZX50 index.
3
This Offer provides Shareholders with an opportunity to no longer be
exposed to the risk of any further reduction in the share price for the Shares and instead receive certain
cash value for your Shares.
3 Market data from S&P Capital IQ as at 29 September 2025.
6

6. Restaurant Brands’ share price performance has been negatively
impacted by the structural issues associated with an NZX listing
Finaccess believes that Restaurant Brands’ poor share price performance over recent years has largely
been driven by structural issues associated with Restaurant Brands’ NZX listing and, in particular, the
very low trading liquidity and a small free float (25%) limiting demand for Shares. This is evidenced by
Restaurant Brands’ daily average trading volume being approximately three times lower than the NZX All
Ords and nine times lower than the ASX All Ords (over the last 90 trading days).
4
Finaccess believes that this issue is exacerbated by the composition of Restaurant Brands’ shareholder
register. There is a relatively small proportion of institutions on the shareholder register with the large
majority of the shareholder register being approximately 4,700 small retail shareholders. Finaccess
believes that this further limits trading liquidity.
In this context, Finaccess sees limited ability for the Restaurant Brands’ share price to rerate in the
medium term. Given Restaurant Brands’ very low trading liquidity, shareholders who do not accept the
Offer may find it difficult to exit their position on‑market in the future at, or near, the Offer price.
4 Average 90‑day trading volumes based on NZX market cap of NZ$187bn, ASX All Ordinaries market cap of A$3,061bn.
RBD 90‑day trading volume excludes significant block trades to demonstrate ordinary course trading activity.
7

HOW TO ACCEPT THE OFFER
Closing Time
The Offer closes at 11.59 pm on 25 November 2025 (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
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
8

IMPORTANT
ACCEPTANCES MUST BE RECEIVED BY, OR POST-MARKED, NOT LATER THAN
11.59 PM ON 25 NOVEMBER 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.
9

10

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 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 25
November 2025 (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 7
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 4).
2.2 If you validly accept the Offer, we will pay the relevant consideration to you in accordance
with clause 5 by not later than the date which is five working days after 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

11
(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.

12
(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 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 the Offer is withdrawn with the consent of the Takeovers Panel.
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 5.4, 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
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

13
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. 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 the 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 4.3 to 4.5) 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
(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
4.3 to 4.5) 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

14
(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 The Offer is unconditional.
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. Change of circumstances
4.1 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.
4.2 If you are required to make a payment to us under clause 4.1, 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.

15
4.3 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.
4.4 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;
(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.
4.5 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.
5. Method of settlement
5.1 We will pay you for your Shares taken up under this Offer in accordance with clause 2.2 and
this clause 5 if 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).
5.2 Unless clauses 5.3, 5.4 or 5.5 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.
5.3 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.
5.4 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.
5.5 If
(a) you do not hold your Shares on the ASX in a CHESS holding or the issuer sponsored
subregister;

16
(b) clause 5.4 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.
5.6 If we choose to make payment to you in accordance with clause 5.5:
(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.
5.7 In no circumstances will we be liable to you for interest on any payment due to you.
5.8 The consideration payable to you under this Offer is in New Zealand dollars. Where
payment is made under clause 5.3 or 5.4, 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).
5.9 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.
6. Notices
6.1 Notices that we give to the Target, the Takeovers Panel, and NZX and ASX:
(a) advising that the Offer is withdrawn in accordance with the Takeovers Code; or
(b) 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.
6.2 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.
7. Miscellaneous
7.1 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

17
(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;
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 Time means 11.59 pm on 25 November 2025 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;
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 Deed means the lock-up deed described in clause 8 of Appendix 1;
Notice Date means 30 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 14 October 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;
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;
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.

18
7.2 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.
7.3 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.
7.4 The Offeror may vary the Offer in accordance with Rule 27 of the Takeovers Code.

19
APPENDIX 1: INFORMATION REQUIRED BY SCHEDULE 1 TO THE
TAKEOVERS CODE
The information required by Schedule 1 to the Takeovers Code, to the extent not stated elsewhere in
this Offer Document, is set out below:
1. Date
The Offer is dated 14 October 2025.
2. The Offeror and its directors
The offeror is Finaccess Restauración, S.L.
The postal address of the offeror is:
Antonio Maura 8 1 A
Madrid 28014
Spain
The electronic address of the Offeror is borgambide@finaccess.mx.
The directors of the Offeror are:
• Rafael Gordon Arce;
• Begoña Orgambide Garcia;
• Narciso Galvez Peña; and
• Carla Fernandez Aramburuzabala.
The following persons will become controllers of an increased percentage of voting securities in
the Target as a result of the acquisition under this Offer:
• Grupo RBNZ Mexico S.A. de C.V. (Grupo RBNZ) (a company incorporated in Mexico),
which holds 94.75% of the voting rights in the Offeror;
• Finaccess Capital S.A. de C.V. (Finaccess Capital) (a company incorporated in Mexico),
which holds 100% of the voting rights in Grupo RBNZ;
• Grupo Finaccess S.A.P.I de C.V. (Grupo Finaccess) (a company incorporated in Mexico),
which holds 100% of the voting rights in Finaccess Capital;
• Grupo Far-Luca S.A. de C.V. (Grupo Far-Luca) (a company incorporated in Mexico), which
holds 64.31% of the voting rights in Grupo Finaccess; and
• Carlos Fernández González (a Mexican citizen), who holds 100% of the voting rights in
Grupo Far-Luca and who ultimately controls Grupo Far-Luca and the Offeror.
3. Name of target company
The target company is Restaurant Brands New Zealand Limited (Target).

20
4. Advice statement
The advice statement required under clause 4 of Schedule 1 to the Takeovers Code is set out
on the cover page of this Offer Document.
5. Offer terms
The terms and conditions of the Offer are set out on pages 10 to 18 of this Offer Document.
6. Ownership of equity shares of Target
The table below sets out a statement of the number, designation and percentage of equity
securities of any class of the Target held or controlled by:
(a) the Offeror;
(b) any related company of the Offeror;
(c) any person acting jointly or in concert with the Offeror;
(d) any director of any of the persons described in clauses (a) to (c) above; and
(e) any other person holding or controlling 5% or more of the class, to the knowledge of the
Offeror.
Name Description Number of equity
securities held or
controlled
Type of equity
security
Percentage
of class
Finaccess
Restauración, S.L.
Offeror and person
holding 5% or more
of the class
93,591,419 Ordinary Shares 75.02%
Grupo Far-Luca
S.A. de C.V.
3

Ultimate parent
company of the
Offeror and person
controlling 5% or
more of the class
93,591,419 Ordinary Shares 75.02%
Carlos Fernández
González
4

Director of various
related companies
of the Offeror and
person controlling
5% or more of the
class
93,591,419 Ordinary Shares 75.02%
New Zealand
Central Securities
Depository Limited
(NZCSD)
5

Person holding 5%
or more of the class
108,395,198 Ordinary Shares 86.88%

Notes:
1. The percentage numbers are rounded to two decimal places.
2. The information in the table above is information known as at the Offer Date.
3. Grupo RBNZ, Finaccess Capital and Grupo Finaccess are intermediate holding companies.
4. As set of out in clause 2 of this Appendix 1, Carlos Fernández González holds 100% of the voting rights in Grupo
Far-Luca and ultimately controls Grupo Far-Luca and the Offeror. Mr González is also a director of Grupo
Finaccess and Grupo Far-Luca.
5. Included in NZCSD’s holding is 93,591,419 Shares owned by the Offeror. This holding is as at 7 October 2025.

21
Except as set out in the table above, no person referred to in clauses 6(a) to (d) above holds or
controls equity securities of Target, to the knowledge of the Offeror.
7. Trading in Target equity securities
None of the persons referred to in clauses 6(a) to (d) above have acquired or disposed of any
equity securities in the Target during the six-month period before the Offer Date, to the
knowledge of the Offeror.
8. Agreements to accept Offer
On 30 September 2025, Accident Compensation Corporation (ACC) entered into a Lock-Up
Deed with the Offeror, in respect of the Shares it holds or controls at the date that deed was
entered into and any additional Shares which it becomes the holder or controller of on or after
that date, pursuant to which it has agreed to accept, or procure the acceptance of, the Offer. As
at 9 October 2025 (being the latest practicable date prior to the Offer Date) ACC held 5,897,236
Shares, representing 4.73% of the total Shares in the Target.
The material terms of the Lock-Up Deed is as follows:
(a) 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 the Offeror sends a despatch notice under rule 45 of the Takeovers Code in
respect of the Offer Document;
(b) ACC has 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;
(c) 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; and
(d) the Lock-Up Deed will automatically terminate if:
(i) the Offeror withdraws the Offer in accordance with the Takeovers Code; or
(ii) the Offer lapses in accordance with its terms for any reason.
Other than as disclosed above, no person has agreed conditionally or unconditionally to
accept the Offer as at the Offer Date.
9. Arrangements to pay consideration
The Offeror confirms that resources will be available to it sufficient to meet the
consideration to be provided on full acceptance of the Offer and to pay any debts incurred
in connection with the Offer (including debts arising under sections 47 to 53 of the
Takeovers Act 1993).
A statement setting out the rights of each offeree under Rule 34 of the Takeovers Code, to
withdraw acceptances for non-payment by the Offeror of the consideration, is set out in
clause 2.3 of the Terms and Conditions of the Offer.

22
10. Arrangements between the Offeror and Target
Except as noted in clause 12 below, no agreement, arrangement (whether legally enforceable
or not) has been made, or is proposed to be made, between the Offeror (or any associate of the
Offeror) and the Target or any related company of the Target in connection with, in anticipation
of, or in response to, the Offer.
11. Arrangements between the Offeror, and directors and officers of Target
As at the Offer Date, no agreements or arrangements (whether legally enforceable or not) have
been made, or are proposed to be made, between the Offeror or any of its associates and any
of the directors or senior officers of the Target or of any related company of the Target
(including any payment or other benefit proposed to 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, in
anticipation of, or in response to, the Offer.
12. Financial assistance
Except as noted in this clause 12, no agreement or arrangement has been made, or is
proposed to be made, under which the Target or any related company of the Target will give
(directly or indirectly) financial assistance for the purpose of, or in connection with, the Offer.
The Target is a subsidiary of the Offeror. Therefore, the Offeror is a related company of the
Target. For the purposes of funding the Offer, Finaccess Casual Dining S.L. (an Offeror Group
Company) has provided a debt facility to the Offeror.
13. Intentions about material changes to Target
If the Offeror becomes entitled to invoke the compulsory acquisition provisions of the Takeovers
Code, it intends to compulsorily acquire all the outstanding Shares and apply for the Target to
be de-listed from the NZX Main Board and the ASX.
Otherwise, the Offeror does not currently intend to make material changes to:
(a) the business activities of any member of the Target Group;
(b) the material assets of any member of the Target Group; or
(c) the capital structure of the Target (including to its dividend policy, equity or debt).
Although the Offeror reserves the right to make changes to the intention expressed above, there
is no other information known to the Offeror about the likelihood of changes to any member of
the Target Group that could reasonably be expected to be material to the making of a decision
by a Shareholder and each other offeree to accept or reject the Offer.
The statements made by the Offeror in this clause 13 are consistent with information that has
been given by the Offeror to the New Zealand Overseas Investment Office in relation to the
Offer.
14. Pre-emption clauses in the constitution of Target
As at the Offer Date, there is no restriction on the right to transfer equity securities to which the
Offer relates contained in the constitution of the Target which has the effect of requiring the
holders of the securities to offer the securities for purchase to shareholders of the Target or to
any other person before transferring the securities.

23
15. No escalation clause
As at the Offer Date, there is no agreement or arrangement (whether legally enforceable or not)
under which:
(a) any existing holder of equity securities in the Target will or may receive in relation to, or
as a consequence of, the Offer any additional consideration or other benefit over and
above the consideration set out in the Offer; or
(b) any prior holder of equity securities in the Target will or may receive any consideration or
other benefit as a consequence of the Offer.
16. Classes of securities
No report is required under Rule 22 of the Takeovers Code (which, if the offer is for more than
one class of financial products, requires a report by an independent adviser on the fairness and
reasonableness of the consideration and terms of the offer as between different classes of
financial products).
17. Certificate
To the best of our knowledge and belief, after making proper enquiry, the information contained
in or accompanying the Offer Document 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 the Offeror under the Takeovers Code.
Signed by the persons named below or their respective agents authorised in writing.



Rafael Gordon Arce
Director and person fulfilling the role of
Chief Executive Officer
Narciso Galvez Peña
Director and person fulfilling the role of
Chief Financial Officer



Begoña Orgambide Garcia
Director
Carla Fernandez Aramburuzabala
Director

1

ACCEPTANCE AND TRANSFER FORM (NZX REGISTER OR ASX ISSUER SPONSORED
SUBREGISTER)
OFFER BY FINACCESS RESTAURACIÓN, S.L. (the Offeror) FOR ALL OF THE SHARES IN
RESTAURANT BRANDS NEW ZEALAND LIMITED (Target) THAT IT DOES NOT ALREADY OWN

Shareholder/Seller (“you”):


Consideration
$5.05 (NZD)

<Mailing Name>
<Address Line 1>
<Address Line 2>
<Address Line 3>
<Address Line 4>
<Address Line 5>

Number of Target
Shares Held @ 7
October 2025
<No. of Shares>
CSN/Holder
Number
<CSN>
Register/Sub
Register
<Register>

<Holder Name>



PLEASE REFER TO THE INSTRUCTIONS OVERLEAF FOR DIRECTIONS ON HOW TO COMPLETE THIS
ACCEPTANCE AND TRANSFER FORM. PLEASE NOTE YOU CAN COMPLETE YOUR ACCEPTANCE
ONLINE AT WWW.TAKEOVEROFFER.CO.NZ/RBD

Insert in the box below the number of fully paid ordinary shares (Shares) in Target in respect of which you
accept the full takeover offer by Offeror dated 14 October 2025 (the Offer).

Number of Shares you wish to accept:



Notes:
(1) You may accept the Offer in respect of all or any Shares held by you.
(2) If you do not state the number of Shares in respect of which you wish to accept the Offer, you will be deemed to have
accepted the Offer in respect of all of the Shares held by you and to have stated that number in the box above.


Electronic transfer details (NZX Shareholders Only)

Account name:


New Zealand dollar account with a New
Zealand registered bank:


-

-

-



Note: If your desired account is not a New Zealand dollar account with a New Zealand registered bank, or if the details that you
provide are not sufficient to effect an electronic funds transfer to your desired account, we may choose to pay you by
electronic funds transfer to any existing New Zealand dollar account that you have advised to Target’s share registrar
(such as for dividend payments) which is known by us. Neither we nor Computershare have any responsibility to verify any
such details. Your bank may charge you fees in relation to receipt of an electronic transfer.
OR

Paypal Service (NZX Shareholders outside of New Zealand only)
I instead intend to use the currency conversion service referred to in paragraph 8 below


Note: If you hold your Shares through the ASX Issuer Sponsored Subregister, you will be paid by
Australian dollar cheque.

2

By signing this form you hereby:
(a) irrevocably:
(i) accept the Offer for the number of Shares set out in the box above (or, if note 2 above applies, for all
of the Shares held by you) on and subject to the terms and conditions of the Offer; and
(ii) agree to transfer all those Shares to the Offeror, subject to the terms and conditions of the Offer;
(b) without limitation to any other term of the Offer, authorise, represent and warrant as set out in clauses 3.8
and, if applicable, 3.9 of the Offer Document;
(c) appoint the Offeror as your attorney and agent as set out in this form. See paragraph 2 below for more
details.
Dated and signed the _____________ day of _________________________ 2025
SIGNATURE(S) FOR AN INDIVIDUAL/JOINT
HOLDER/ATTORNEY
SIGNATURE(S) FOR A COMPANY











JOINT HOLDERS: If the Shares are registered in the names of joint holders, all holders must sign the form.
Email Address Contact Number



Note that if this Acceptance and Transfer Form is signed under a power of attorney, the attorney must complete the
certificate of non-revocation set out below.

CERTIFICATE OF NON-REVOCATION OF POWER OF ATTORNEY
IF SIGNING UNDER POWER OF ATTORNEY THE ATTORNEY(S) SIGNING MUST SIGN THE FOLLOWING CERTIFICATE
OF NON-REVOCATION OF POWER OF ATTORNEY
I/WE
_______________________________________________________________________________________________________
(Insert name of Attorney(s) signing)
of


_______________________________________________________________________________________________________
(Address and Occupation)
HEREBY CERTIFIES:
(a) that by a Power of Attorney dated the ____________ day of __________________________________________ the Shareholder
named and described on the face of this form (the Donor) appointed me/us his attorney on the terms and conditions set out in that
Power of Attorney, which terms authorise me to sign this Acceptance Form;
(b) that I/we have executed the form printed on the face of this document as attorney under that Power of Attorney and pursuant to the
powers thereby conferred upon me/us; and
(c) that at the date hereof I/we have not received any notice or information of the revocation of that Power of Attorney by the death (or
winding up) of the Donor or otherwise.
Signed at _______________________ this ________________day of ______________________ 2025

_______________________________________________________________________________________________________

_______________________________________________________________________________________________________
Signature of Attorney(s)
NOTE: Your signature does not require witnessing.

3

NOTES AND INSTRUCTIONS FOR COMPLETION
1. TO ACCEPT THE OFFER:
(a) Insert the date of signing in the space provided. Please ensure that all details on this form are
correct. Please alter this form if required.
(b) Sign this form where marked "Your Signature(s)". Companies must sign in accordance with the
Companies Act 1993 or other applicable law.
(c) Unless you hold your Shares through the ASX issuer sponsored subregister (and will therefore be
paid by Australian dollar cheque), please provide details of your New Zealand dollar bank account
or contact Computershare in accordance with paragraph 8 to arrange for payment to a non-New
Zealand dollar bank account (for NZX shareholders outside of New Zealand only).
2. POWER OF ATTORNEY IN FAVOUR OF THE OFFEROR: By signing the front of this form, you
hereby enter into a power of attorney in favour of the Offeror as follows:
As from the time of beneficial ownership, and title, to my/our Shares passing to the Offeror in accordance
with the terms of the offer, I/we irrevocably authorise and appoint the Offeror (with power of substitution by
the Offeror in favour of such person(s) as the Offeror may appoint to act on its behalf) as my/our attorney
and agent to act for me/us and to do all matters of any kind or nature whatsoever in respect of or
pertaining to the Shares referred to above and all rights and benefits attaching to them as the Offeror may
think proper and expedient and which I/we could lawfully do or cause to be done if personally acting,
including the transfer of shares to any person or persons whatsoever, the appointment of a proxy or
proxies for any meeting of the shareholders of Target, attendance in person at, and voting at, such
meeting, application to any court whatsoever and execution of all documents in my/our name(s) which the
Offeror may consider necessary for all or any of the foregoing purposes.
3. JOINT HOLDERS: If the Shares are registered in the names of joint holders, all holders must sign the
form.
4. SHARES HELD BY NOMINEES: If your Shares are held through a nominee, advise your nominee that
you wish to sell all your Shares and instruct it to complete, sign and return this form to us in accordance
with the instructions contained in it.
5. SIGNING BY POWER OF ATTORNEY: If the form is signed under a power of attorney, both a copy of the
relevant power of attorney must be submitted with the form and the certificate of non-revocation printed
above must be completed by the party holding the power of attorney and signing the form.
6. ON COMPLETION: Either email, mail or hand deliver this form as provided for below as soon as possible,
but in any event so as to be received by us or post-marked not later than 11.59 pm on 25 November 2025,
or, if the Offer Period is extended, by the extended Closing Time.
(a) WEBSITE (encouraged): 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 page 1 of this form.
Your Acceptance Code will be separately emailed or posted to you for security purposes in the
same manner and on the same day.
(b) EMAIL: Scan the signed Acceptance and Transfer Form (together with a copy of any relevant
power of attorney) and email to the Offeror, c/- Computershare Investor Services Limited at
tkoacceptances@computershare.co.nz. Please type “RBD Takeover Acceptance” in the subject
line.
(c) MAIL: Place the signed Acceptance and Transfer Form (together with a copy of any relevant
power of attorney) and send by post to the following address:
Finaccess Restauración, S.L.
c/- Computershare Investor Services Limited
Private Bag 999045
Victoria Street West
Auckland 1142
New Zealand

4

(d) HAND DELIVERY: Hand deliver the signed Acceptance and Transfer Form (together with a copy
of any relevant power of attorney) to:
Finaccess Restauración, S.L.
c/- Computershare Investor Services Limited
Level 2
159 Hurstmere Road
Takapuna
Auckland 0622
New Zealand

NOTE: These offices are only open on weekdays during normal business hours.
Shareholders resident outside New Zealand are encouraged to accept the Offer online or
return the Acceptance and Transfer Form by email.
7. PREVIOUS SALE: If you have sold all your Shares, you should immediately hand this form, together with
the Offer Document, to the purchaser or agent through whom the sale was made, to be passed on to the
purchaser.
8. PAYPAL SERVICE (for NZX Shareholders outside of New Zealand only):
(a) Computershare offers a service to enable the New Zealand dollar consideration to be converted
and paid electronically in certain other currencies. If your registered address is not in New Zealand
and you wish to use this service, please contact Computershare (as detailed below). Please note
that this is a service offered solely by Computershare and does not form part of the Offer.
We take no responsibility for, nor endorse or have any liability in respect of, the use of this
service by you. Any currency conversion is undertaken at your own risk.
(b) Payment in foreign currencies: If you hold your shares on the NZX, live outside of New Zealand and
would like your New Zealand dollar consideration to be converted and paid electronically in a
foreign currency, please contact Computershare directly to request payment in a foreign currency.
This service would be provided by PayPal Pte. Ltd (PayPal) utilising their subsidiary Hyperwallet
Systems Inc and Computershare’s product is referred to as InvestorPay. Once you have made this
request to Computershare, you will be sent Computershare’s terms and conditions for using the
service, and a list of frequently asked questions (which includes details of the fees and the spread
charge you will be charged for the service by Computershare and PayPal). Computershare will then
arrange for PayPal to contact you in relation to the currency conversion service (once payment has
been made).
If that service is not acceptable to you, you will need to advise Computershare of a New Zealand
dollar account with a New Zealand registered bank so payment can be made to you by electronic
transfer in New Zealand dollars. If the service is not acceptable to you and you are not able to
provide a New Zealand dollar account with a New Zealand registered bank, 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 to us. If we choose to make
payment to you in this manner, we are not obliged to notify you that we have done so and we will
have no liability to you for our choice to do so.
The costs associated with using any such service (in the form of fees or any spread charge),
which will be deducted by Paypal from the consideration that would otherwise be payable to
you, and the relevant exchange rate that will apply will be a matter between you and
Computershare and PayPal (should you elect to use this service). We do not guarantee that
PayPal will be able to provide any such service referred to in this paragraph 8(b).
(c) Timing for payments: For the purposes of clause 2.2 of the Offer, if you elect to use the currency
conversion services outlined under paragraph 8(b) above, the timing for determining when we make
payment to you will be when Computershare has paid your consideration in New Zealand dollars to
PayPal. Any subsequent delay by PayPal in making payment to you, or the non-payment of the
relevant consideration to you by PayPal, is entirely at your sole risk.

5

9. VALID ACCEPTANCE: Because of the need for the consideration to be paid electronically (except if you
hold your Shares through the ASX issuer sponsored subregister, in which case you will be paid in
Australian dollar cheque), you will not have validly accepted the Offer until:
(a) you have provided Computershare with details of your New Zealand dollar account with a New
Zealand registered bank; or
(b) for NZX Shareholders outside of New Zealand only, if you wish for your New Zealand dollar
consideration to be converted and paid electronically in a foreign currency in accordance with
paragraph 8 above (and such a service is provided):
(i) you have contacted Computershare and subsequently agreed to use InvestorPay for
payment to be made to you; and
(ii) Paypal has provided us with its valid New Zealand dollar bank account for the purpose of
making payment; or
(c) if paragraphs 9(a) or 9(b) above do not apply, we have chosen 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.
Note: Except if you hold your Shares through the ASX issuer sponsored subregister, if you
have returned this form but have not provided the information outlined under paragraph 9(a)
or 9(b) above, as applicable, your acceptance will not be valid until that information has
been provided or we have chosen to pay you in the manner described in paragraph 9(c)
above.
10. CURRENCY CONVERSION: The consideration payable to you under this Offer is in New Zealand dollars.
Where payment is made by way of Australian dollar cheque or through the Paypal service, 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 these costs will be deducted 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).
11. INTERPRETATION: Capitalised terms used but not otherwise defined in this form have the meanings
given to them in the offer document for the Offer dated 14 October 2025.
IF YOU ARE IN ANY DOUBT ABOUT THE PROCEDURES FOR ACCEPTANCES, PLEASE TELEPHONE
COMPUTERSHARE INVESTOR ENQUIRIES ON 0800 991 101 (TOLL FREE WITHIN NEW ZEALAND) or +64
9 488 8794 OR FOR AUSTRALIAN HOLDERS, 1800 501 366 (TOLL FREE WITHIN AUSTRALIA) or +61 3
9415 4083, BETWEEN 8:30AM to 5:00PM MONDAY TO FRIDAY (NZT)

Takeover Acceptance Form

Your form must be received with sufficient time to allow processing prior to the end of the Offer
Period. Please note you can complete your acceptance online at www.takeoveroffer.co.nz/RBD
•a Sole Director and Sole Company Secretary
OR a Sole
Director (if no Company Secretary exists), OR
•two Directors,
OR
•a Director and Secretary.
Overseas Companies: Where the holding is in the name of an
overseas company (companies incorporated outside Australia) the
form must be signed as above, or documentation must be provided
showing that the company can sign in an alternate manner.
Deceased Estate: All executors must sign and a certified copy of
Probate or Letters of Administration must accompany this form.
Entering contact details is not compulsory, but will assist us if we
need to contact you.
Turn over to complete the form
è
Return your Form:
CHESS
By signing this form, you, without limitation to any other term of the
Offer, authorise, represent and warrant as set out in clauses 3.8
and, if applicable, 3.9 of the Offer Document.
You should allow sufficient time for your Controlling Participant or
the Offeror to initiate the acceptance of the Offeror’s Offer on your
behalf. Neither the Offeror or CIS will be responsible for any delays
incurred by the process of requesting your Controlling Participant to
accept the Offer.
Step 3: Signing Instructions
Individual: Where the holding is in one name, the securityholder
must sign.
Joint Holding: Where the holding is in more than one name, all of
the securityholders must sign.
Power of Attorney: Where signing as Power of Attorney (POA),
you must attach an original certified copy of the POA to this form.
Companies: Where the holding is in the name of a company, this
form must be signed in accordance with the Corporations Act 2001,
either as:
To Your Controlling Participant:
Return this form directly to your stockbroker
FINACCESS RESTAURACIÓN, S.L.
OR
To the Offeror:
For all enquiries:
Phone:
(within Australia)
(outside Australia)
1800 501 366
+61 3 9415 4083
Online:
www.takeoveroffer.co.nz/RBD
Scan and email:
tkoacceptances@computershare.co.nz
(please type “RBD Takeover Acceptance”
in the subject line)
By Mail:
Computershare Investor Services Limited
GPO Box 52
Melbourne Victoria 3001
Australia
This form and the Offer Document are important documents that
require your immediate attention. This form relates to an offer
(Offer) by Finaccess Restauración, S.L. (the Offeror) to acquire all
or part of your Shares in Restaurant Brands New Zealand Limited
(Target) the terms of which are set out in the Offer Document from
the Offeror dated 14 October as replaced or supplemented (the
Offer Document).
If
you are in doubt about how to deal with this Offer, please contact
your financial or other professional advisor.
Note this form can only be used in relation to the security holding
represented by the details printed above and overleaf.
Capitalised terms used but not otherwise defined in this form have
the meanings given to them in the Offer Document.
Step 1: Registration Name & Offer Details
The consideration will be paid to the name(s) as they appear on the
latest copy of the Target register, as provided to the Offeror. The
current address recorded by the Offeror is printed above and overleaf.
If you have recently bought or sold Shares your holding may differ
from that shown. If you have already sold all your Shares, do not
complete or return this form.
Step 2: Accept the Offer
Only sign and return this form if you wish to accept the Offer for ALL
or PART of your Shares. You will be deemed to have elected to receive
the consideration for ALL of your Shares if you do not complete, or
you make an invalid election in, Step 2 on the reverse of this form.
You can also complete your acceptance online
at www.takeoveroffer.co.nz/RBD.
As your Shares are in a CHESS holding, you may contact
your Controlling Participant directly (this is usually your broker)
with
instructions to accept the Offer. If you do this, your
Controlling Participant will detail what they require to accept the
Offer on your behalf. Alternatively, you may sign and return
this form to the address above allowing sufficient time for your
instruction to be acted upon by the close of the Offer Period.
This will authorise the Offeror and Computershare Investor
Services Limited (CIS) to initiate a CHESS message asking your
Controlling Participant to validate and confirm acceptance of the
Offer on your behalf.
916CR_0_Sample_CA/000001/000001/i

Registration Name & Offer Details
Registration Name:
Offer Details:
STEP 1
STEP 3
Signature of Securityholder(s)
I/We accept the Offer made by the Offeror for Shares and I/we agree to be bound by the terms and conditions of the Offer and transfer
ALL or PART of my/our Shares as per the above instruction.
Privacy Notice
The personal information you provide on this form is collected by CIS for the purpose of maintaining registers of securityholders, facilitating
distribution payments and other corporate actions and communications. We may also use your personal information to send you marketing
material approved by Finaccess Restauración, S.L.. You may elect not to receive marketing material by contacting CIS using the details
provided on the front of this form or by emailing privacy@computershare.com.au. We may be required to collect your personal information
under the Corporations Act 2001 (Cth) and ASX Settlement Operating Rules. We may disclose your personal information to our related bodies
corporate and to other individuals or companies who assist us in supplying our services or who perform functions on our behalf, to Finaccess
Restauración, S.L. or to third parties upon direction by Finaccess Restauración, S.L. where related to the administration of your securityholding
or as otherwise required or permitted by law. Some of these recipients may be located outside Australia, including in the following countries:
Canada, India, New Zealand, the Philippines, the United Kingdom and the United States of America. For further details, including how to
access and correct your personal information, and information on our privacy complaints handling procedure, please contact our Privacy
Officer at privacy@computershare.com.au or see our Privacy Policy at http://www.computershare.com/au.
This section must be completed.
Contact
Daytime
Telephone
Individual or Securityholder 1Securityholder 2Securityholder 3
Sole Director and Sole Company Secretary/
Sole Director (cross out titles as applicable)
DirectorDirector/Company Secretary
(cross out titles as applicable)
Contact
Name
Date
/ /
By accepting the Offer for ALL of your Shares, you are accepting the Offer
for ALL the Shares as recorded by the Offeror as being held by you at the
date your acceptance is processed (even if different to the number stated
above).
STEP 2
Accept the Offer
You will be deemed to have elected to receive the consideration for ALL of your Shares if you do not complete, or make an invalid
election below. The consideration applicable is set out in the terms of the Offer Document.
A.
Accept the Offer for ALL of my/our Shares
*X9999999991*
X 9999999991CO Y
For your security keep your SRN/
HIN confidential.

Takeover Acceptance Form
Accept the Offer for PART of my/our Shares
B.
Enter the number of Shares being accepted in respect of which you
would like to receive the consideration.
S A M P G9 9 9 9 9 A
Controlling Participant Identifier:
Securityholding as at
Register Date: