If you require further searching capabilities for announcements please email: data@nzx.com
28 October 2025 INDEPENDENT DIRECTORS RECOMMEND SHAREHOLDERS ACCEPT FINACCESS OFFER Key points • RBD’s Independent Directors unanimously recommend that shareholders accept the takeover offer from Finaccess Restauración, S.L. for NZ$5.05 per share. • While the Offer price is below the Independent Adviser’s assessed value range of NZ$5.24 to NZ$6.20 per share, the Independent Directors believe that the risks associated with remaining as a shareholder outweigh the Offer price. • The Offer represents a significant premium to recent trading prices - a 70.6% premium to the NZX closing price on 29 September 2025 (the last trading day before Finaccess announced its Offer) and a 79.6% premium to the one-month volume weighted average price prior to that date. • Shareholders are encouraged to read the Target Company Statement and Independent Adviser’s Report carefully and seek independent advice before deciding whether to accept the Offer. • The Offer remains open for acceptance until 11.59 pm NZT on 25 November 2025 (unless extended in accordance with the Takeovers Code). Restaurant Brands New Zealand Limited (NZX, ASX: RBD) has today released its Target Company Statement prepared in compliance with the Takeovers Code in response to the full takeover offer by Finaccess Restauración, S.L. for all of the ordinary shares it does not already own in RBD for NZ$5.05 per share (the “Offer”). The Target Company Statement is accompanied by an Independent Adviser’s Report on the merits of the Offer, prepared by Calibre Partners Limited as Independent Adviser. In the Target Company Statement, RBD’s Independent Directors unanimously recommend that shareholders accept the Offer. The Independent Directors consider that the Offer price, which is below the Independent Adviser’s assessed value range of NZ$5.24 to NZ$6.20 per RBD share, does not reflect full value for the shares. The Independent Directors believe, however, that the risks associated with remaining as a shareholder outweigh the Offer price. Those risks include ongoing exposure to business execution risks and declining liquidity in the market for shares. The Offer price represents a significant premium to recent market prices, equating to a 70.6% premium to the NZX closing price on 29 September 2025 (the last trading day before Finaccess announced its Offer) and a 79.6% premium to the one-month volume weighted average price prior to that date. “This has been a very carefully considered recommendation,” said Stephen Ward, Chair of the Committee of Independent Directors. “While the Offer does not capture the full value potential of Restaurant Brands, the Independent Directors have had to weigh that against the very real risks and uncertainties facing minority shareholders - including the limited market for trading their shares if the company were to remain listed under majority ownership.” “The Offer gives shareholders the opportunity to realise a strong premium and transfer business risk to Finaccess at a time when the company continues to face margin and demand pressures. On balance, we see it as a pragmatic outcome that provides shareholders with certainty and liquidity in a difficult market.” The key factors that influenced the Independent Directors’ considerations and recommendation to shareholders are addressed in more detail in the Target Company Statement and the Independent Adviser’s Report. Shareholders are encouraged to read both of those documents carefully and in full. Shareholders who have questions about what action to take in response to the Offer should seek their own professional advice. Electronic copies of the Target Company Statement and the Independent Adviser’s Report are attached to this announcement and can also be found online at www.restaurantbrands.co.nz. As at 23 October 2025, Finaccess has received acceptances to the Offer that will result in it increasing its shareholding to 86.96%. The Offer remains open for acceptance by shareholders until 11.59 pm NZT on 25 November 2025 (unless the Offer period is extended in accordance with the Takeovers Code). Shareholders who wish to accept the Offer can do so online at https://www.takeoveroffer.co.nz/rbd. Shareholders who do not wish to accept the Offer do not need to take any action. ENDS. For investor relations enquiries, please contact: julio.valdes@rbd.co.nz For media enquiries: Kate Walsh 021 858 619 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