BFW – Notice of Annual Meeting – Thursday 30th August 2018

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS Notice is given that the Annual Meeting of Shareholders of Burger Fuel Worldwide Limited (the "Company") will be held on Thursday 30th August 2018 commencing at 2.00 pm at 66 Surrey Crescent, Grey Lynn, Auckland. 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 17.1 of the Company's Constitution and, being eligible, offers himself for re-election. B.Resolution 2: Auditor's Remuneration To record the automatic re-appointment of 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 2018, including the financial statements of the Company and auditor's report. SPECIAL BUSINESS D.Resolution 3: Proposed buy back and cancellation of shares of Franchise Brands LLC To consider, and if thought fit, to approve by an ordinary resolution the proposed buy back and cancellation by the Company of 2,820,000 shares held by Franchise Brands LLC ("Franchise Brands") at approximately US$0.25 per share (approximately NZ$0.37 per share). Shareholder approval is sought because the effect of the buyback and cancellation of Franchise Brands' shares will be that each of JCR Investment Trust ("JCR Investment") (held through registered holder Mason Roberts Holdings Limited) and its associated persons CMJR Trust and E&P Foundation Trust (together "JCR Associates") will increase control of the Company from 63.95% to 67.31% and the Takeovers Code would otherwise apply. If the buyback is approved, all other shareholders will proportionately increase their shareholdings (see Table A in Explanatory Note C below) but the resulting increase in control of JCR Associates would otherwise trigger the Takeovers Code. Shareholder approval will exempt that increase in control from the application of the Takeovers Code. The proposed buyback is for all the 2,820,000 remaining shares in the Company held by Franchise Brands, which currently holds 4.99% of the total number of voting securities of the Company. The buyback will occur within 10 days of approval by shareholders. Following the end of the collaboration agreement between Franchise Brands and the Company in 2016, Franchise Brands agreed to sell its 10% shareholding in April 2018 for US$1.5 million, which is approximately US$0.25 per share. To be clear, the buyback does not extend to any other shareholders. On 17 July 2018, the Company bought back and cancelled 3,143,355 shares from Franchise Brands representing 5.27% of the Company's total voting securities for US$790,667.75 at the same price of approximately US$0.25 per share. This resulted in a proportionate increase in all other shareholdings and JCR Associates' control increasing from 60.58% to 63.95%. Under the Takeovers Code, JCR Investment as the controller of between 50% and 90% may increase control by up to 5% over 12 months (also known as the 'creep' exception). CMJR Trust and E&P Foundation Trust were permitted to participate under an exemption notice that requires them to sell down their individual increases in control before the proposed buyback. They will do so by selling to JCR Investment (the "Clause 5 Exemption Purchase"). That previous share buyback therefore did not require shareholder approval. In addition to Franchise Brands, JCR Investment and its associated persons including CMJR Trust and E&P Foundation Trust are not permitted to vote on this ordinary resolution. The ordinary resolution to be considered is: "That the Company's shareholders approve, for the purposes of the Takeovers Code, the buy back and cancellation of 2,820,000 fully paid ordinary shares in the Company held by Franchise Brands LLC at approximately US$0.25 per share for a total consideration of US$709,332.25 to be paid in 4 instalments over 8 months and funded from the Company's cash reserves." Resolution 3 is the subject of an Independent Adviser's Report for the purposes of the Takeovers Code prepared by Simmons Corporate Finance Limited. Shareholders are encouraged to read carefully this document and seek financial, legal and other advice as appropriate before deciding how to vote. A copy of the Independent Adviser's Report accompanies this Notice of Meeting. E.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. End CA:00322269 For:BFW Type:MEETING Time:2018-08-15 15:11:02