BFG - Notice of Annual Meeting – 26 August 2021

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Notice is given that the Annual Meeting of Shareholders of Burger Fuel Group Limited (the “Company”) will be held on Thursday 26 August 2021 commencing at 11.30 am.

The meeting will follow the same format as last year where those shareholders who wish to attend can only participate online by way of Zoom attendance. This format allows all shareholders to attend without the need to travel and it also negates any potential issues that may arise as a result of COVID-19.

VIRTUAL SHAREHOLDER MEETING

To participate in the meeting online please use the following link to join the BFG’s virtual meeting Zoom platform, please register in advance for this webinar:

https://us06web.zoom.us/webinar/register/WN_Oh0DV4anTXa4X2RtuDPZZA

You will need to register with a free Zoom account to ensure the meeting runs smoothly and so you have all the functionality at the meeting. After registering, you will receive a confirmation email containing information about joining the webinar.

Please note, you will need to provide your CSN number when registering, this is found on your proxy form and is needed for verification purposes.

Shareholders are advised to vote via their proxy form before the meeting.

BFG offers the facility for shareholders to submit questions to the Board via the online platform during the meeting. The Chair will answer as many of the most frequently asked questions as possible during the Meeting.

AGENDA

The business of the meeting will be as follows:

ORDINARY BUSINESS

A. Resolution 1: Re-election of Director

To consider the re-election as a Director of the Company of Alan Dunn who retires by rotation in accordance with section 9.4 of the Company’s constitution and, being eligible, offers himself for re-election.

See Explanatory Notes.

B. Resolution 2: Auditor’s Remuneration

To record the automatic re-appointment of Baker Tilly Staples Rodway as the Company’s auditor pursuant to Section 207T of the Companies Act 1993 and to authorise the Company’s Board of Directors to fix the auditor’s remuneration for the ensuing year.

C. Annual Report

To receive the Annual Report of the Company for the year ended 31 March 2021, including the financial statements of the Company and auditor’s report.

D. General Business

To consider such other business of the Company as may be properly brought before the meeting in accordance with the Company’s constitution.

By order of the Board of Directors of the Company

Mark Piet,
Company Secretary / Chief Financial Officer,
Burger Fuel Group Limited
Auckland, New Zealand
9th August 2021


EXPLANATORY NOTES

Each of the resolutions to be considered, and if thought fit, to pass, at the Annual Meeting are ordinary resolutions. An ordinary resolution means a resolution that is approved by a simple majority of the votes of those shareholders entitled to vote and voting on the resolution.

A. Resolution 1: Re-election of Alan Dunn as Director

One Director, Alan Dunn retires by rotation in accordance with the Company’s constitution. Being eligible, Alan Dunn offers himself for re-election at the Annual Meeting.

Alan enjoyed 30 years with McDonald’s both internationally and within New Zealand. He was appointed Chairman and CEO of McDonald’s NZ in 1993. In 2004 he moved to Chicago as VP Operations and was subsequently asked to take on the role of Regional VP, McDonald’s Nordics and Managing Director Sweden. Alan retired from McDonald’s in 2007 and subsequently returned to New Zealand.
Through his own company, Trumpeter Consulting, Alan consults to a small number of businesses in a variety of industries and holds various other directorships.

Alan joined the Board at BurgerFuel in 2009 as an independent director and is currently Chairman of the Audit Committee.

The Board of Directors (except Alan Dunn) unanimously recommends shareholders vote in favour of the re-election of Alan Dunn.

B. Resolution 2: Auditor’s Remuneration

Baker Tilly Staples Rodway is automatically reappointed as the Company’s auditor under Section 207T of the Companies Act 1993. This resolution authorises the Board of Directors to fix the fees and expenses of the auditor for the ensuing year.

PROXIES AND REPRESENTATIVES

All shareholders are entitled to attend the Company’s Annual Meeting.

Any shareholder of the Company entitled to attend and vote at the meeting may appoint another person as his / her proxy to attend and vote instead of him / her. A proxy need not be a shareholder and may be appointed online or by completing the form accompanying this Notice of Meeting.

The proxy must be lodged online at www.investorvote.co.nz or, if you complete the form, received by the Company’s share registry, Computershare Investor Services Limited at either Private Bag 92119, Auckland 1142 or at Level 2, 159 Hurstmere Road, Takapuna, Auckland so as to be received no later than 11.30am on Tuesday 24th August 2021. If you wish, you may appoint “the Chairman of the Meeting” as your proxy.

Any corporation that is a shareholder of the Company may appoint a person as its representative to attend the meeting and vote on its behalf, in the same manner as that in which it could appoint a proxy.

You may either direct your proxy how to vote for you, or you may give your proxy discretion to vote how he / she sees fit. If you wish to give your proxy discretion you should mark the appropriate boxes on the proxy form.

Any undirected votes in respect of a resolution, where the Chair or any other Director is
appointed proxy, will be voted in favour of the relevant resolution, other than
when he or she is prohibited from voting on that resolution.

If you do not name a person as your proxy or your named proxy does not attend the meeting, the Chair will act as your proxy and will vote in accordance with your express direction, and any undirected proxies will be voted in accordance with the Chair's discretion.

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Announcement PDF