Close of Takeover Offer, Compulsory Acquisition & Delisting

26 November 2025
NZX/ASX


CLOSE OF TAKEOVER OFFER, COMPULSORY ACQUISITION AND DELISTING


Restaurant Brands New Zealand Limited (NZX, ASX: RBD) announces that Finaccess Restauración, S.L.’s full takeover offer has now closed. Finaccess received acceptances under the offer that, together with its pre-offer shareholding, represent ~98% of the shares in Restaurant Brands.

Timetable for payment
Finaccess must acquire and pay for shares for which it has received acceptances under the offer within five working days after receipt of the acceptance. Accordingly, Finaccess must pay shareholders who accepted the offer on the last day of the offer period (25 November 2025) by no later than 2 December 2025.

Compulsory acquisition
Finaccess has today provided a formal “acquisition notice”, which commences the Takeovers Code compulsory acquisition process for the outstanding Restaurant Brands shares. The compulsory acquisition price is the same as the offer price, being NZ$5.05 per share. Under the Takeovers Code, outstanding shareholders who did not accept Finaccess’ offer cannot object to this price or require that the price be determined by an independent expert.

If you are an outstanding shareholder, you now have until 17 December 2025 to voluntarily transfer your shares to Finaccess, by signing and returning the transfer form that accompanies the acquisition notice. If you do so, Finaccess must pay you the compulsory acquisition price for your shares within five working days after receiving that transfer. Accordingly, Restaurant Brands’ Committee of Independent Directors recommends that all outstanding shareholders should sign and return the share transfer form as soon as possible, to ensure prompt payment.

If you do not voluntarily transfer your shares to Finaccess by 17 December 2025, then Finaccess must, under the Takeovers Code, compulsorily acquire your shares by 24 December 2025. If your shares are compulsorily acquired in this manner, Finaccess must pay the compulsory acquisition price for your shares to Restaurant Brands, which will hold that payment on trust for you in an interest-bearing trust account with a New Zealand registered bank until it is claimed by you. In practice, Restaurant Brands intends to engage its share registrar, Computershare Investor Services, to operate the trust account and process claims on behalf of Restaurant Brands. If your shares are compulsorily acquired by Finaccess, you can contact Computershare to claim the price for your shares (and any accrued interest, less any applicable taxes) by phone on: 0800 991 101 (+64 9 488 8794) or by email at: [email protected].

Suspension of trading and delisting
Given the compulsory acquisition process has begun, NZ RegCo has advised Restaurant Brands that it will suspend trading in Restaurant Brands shares and, at Restaurant Brands’ request, will then cancel the quotation of those shares and delist the company (subject to Restaurant Brands satisfying final delisting conditions). ASX has informed Restaurant Brands that it will follow the NZX timetable (set out below) for the suspension of trading, cessation of quotation on, and delisting from, ASX.

There will be no further trading in Restaurant Brands shares through NZX or ASX after trading is suspended, and any on-market trades before the suspension takes effect will be settled on the usual T+2 basis.

Those conditions are the payment of all NZX and NZ RegCo fees and releasing this announcement.

Timetable
The timetable for compulsory acquisition, suspension of trading, cessation of quotation and delisting is set out below.

Finaccess’ takeover offer closed - 25 November 2025
Finaccess commenced compulsory acquisition of the outstanding shares in Restaurant Brands - 26 November 2025
Last date for Finaccess to pay for shares for which it received acceptances under the offer (i.e., in respect of acceptances received on the closing date) - 2 December 2025
Trading in Restaurant Brands shares is suspended on NZX and ASX - Close of trading 3 December 2025
Cessation of quotation of Restaurant Brands shares and delisting of Restaurant Brands by NZX and ASX - Close of trading 5 December 2025
Last date for outstanding Restaurant Brands shareholders to voluntarily transfer shares to Finaccess under the compulsory acquisition process - 17 December 2025
Last date for Finaccess to effect the compulsory acquisition of any Restaurant Brands shares for which it did not receive a voluntary share transfer - 24 December 2025


ENDS.


For investor relations enquiries, please contact: [email protected]
For media enquiries:
Kate Walsh
021 858 619
[email protected]

Authorised by:
Stephen Ward Chair of the Committee of Independent Directors
Restaurant Brands New Zealand Limited
Phone: 021 987 056
Email: [email protected]

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