SPH Notice – Stephen Copulos

Disclosure of movement of 1% or more in substantial holding or change in nature of relevant interest, or both Sections 277 and 278, Financial Markets Conduct Act 2013 To NZX Limited and To Restaurant Brands New Zealand Limited ("Restaurant Brands") Relevant event being disclosed: Change in the nature of relevant interest Date of relevant event: 25 November 2018 Date this disclosure made: 26 November 2018 Date last disclosure made: 19 October 2017 Substantial product holder giving disclosure Full name: Stephen Copulos Summary of substantial holding Class of quoted voting products: Fully paid ordinary shares in Restaurant Brands (ISIN: NZRBDE0001S1) ("Shares") Summary for Stephen Copulos For this disclosure,-- (a) total number held in class: 10,630,819 (b) total in class: 124,380,523 (c) total percentage held in class: 8.547% For last disclosure,-- (a) total number held in class: 10,461,813 (b) total in class: 122,843,191 (c) total percentage held in class: 8.516% Details of transactions and events giving rise to relevant event Details of the transactions or other events requiring disclosure: On 25 November 2018, Stephen Copulos and his associated companies Eyeon QSR Pty Ltd, Eyeon No 2 Pty Ltd, Citywest Corp Pty Ltd, PC Nab Pty Ltd, Eyeon Investments Pty Ltd and Copulos Foundation Pty Ltd (together, the "Copulos Interests") entered into a lock-up deed with Finaccess Capital S.A. de C.V. and Global Valar S.L. ("Lock-in Deed") in relation to Global Valar S.L.'s proposed partial takeover offer for up to 75% of the ordinary shares of Restaurant Brands. Under the Lock-in Deed, the Copulos Interests agreed to accept that offer in respect of all of their Shares, subject to the terms and conditions of that deed. A copy of the Lock-in Deed (83 pages) is attached as the Annexure to this notice. Details after relevant event Details for Stephen Copulos Nature of relevant interest 1: Stephen Copulos has a relevant interest in the Shares in which HSBC Custody Nominees Australia Limited as custodian for Eyeon No 2 Pty Ltd is the registetred holder, by virtue of having the power to exercise, or to control the exercise of, a right to vote attached to those Shares in his capacity as the sole director of Eyeon No 2 Pty Ltd. This relevant interest is now subject to the Lock-in Deed. For that relevant interest,-- (a) number held in class: 1,585,482 (b) percentage held in class: 1.275% (c) current registered holder: HSBC Custody Nominees Australia Limited as custodian for Eyeon No 2 Pty Ltd (d) registered holder once transfers are registered: No change Nature of relevant interest 2: Stephen Copulos has a relevant interest in the Shares in which HSBC Custody Nominees Australia Limited as custodian for PC Nab Pty Ltd is the registered holder, by virtue of having the power to exercise, or to control the exercise of, a right to vote attached to those Shares in his capacity as a director of PC Nab Pty Ltd. This relevant interest is now subject to the Lock-in Deed. For that relevant interest,-- (a) number held in class: 2,117,853 (b) percentage held in class: 1.703% (c) current registered holder: HSBC Custody Nominees Australia Limited as custodian for PC Nab Pty Ltd (d) registered holder once transfers are registered: No change Nature of relevant interest 3: Stephen Copulos has a relevant interest in the Shares in which Citibank N.A., New Zealand Branch as custodian for Eyeon QSR Pty Ltd is the registered holder, by virtue of (i) having the power to exercise, or to control the exercise of, a right to vote attached to those Shares in his capacity as a director of Eyeon QSR Pty Ltd and (ii) the fact that Eyeon QSR Pty Ltd's only other director is accustomed to act in accordance with Stephen Copulos' directions, instructions or wishes in relation to that power. This relevant interest is now subject to the Lock-in Deed. For that relevant interest,-- (a) number held in class: 5,198,817 (b) percentage held in class: 4.180% (c) current registered holder: Citibank N.A., New Zealand Branch as custodian for Eyeon QSR Pty Ltd (d) registered holder once transfers are registered: No change Nature of relevant interest 4: Stephen Copulos has a relevant interest in the Shares in which Citibank N.A., New Zealand Branch as custodian for Copulos Superannuation Pty Ltd is the registered holder, by virtue of (i) having the power to exercise, or to control the exercise of, a right to vote attached to those Shares in his capacity as a director of Copulos Superannuation Pty Ltd and (ii) the fact that Copulos Superannuation Pty Ltd's only other director is accustomed to act in accordance with Stephen Copulos' directions, instructions or wishes in relation to that power. This relevant interest is now subject to the Lock-in Deed. For that relevant interest,-- (a) number held in class: 862,937 (b) percentage held in class: 0.694% (c) current registered holder: Citibank N.A., New Zealand Branch as custodian for Copulos Superannuation Pty Ltd (d) registered holder once transfers are registered: No change Nature of relevant interest 5: Stephen Copulos has a relevant interest in the Shares in which Citibank N.A., New Zealand Branch as custodian for Eyeon Investments Pty Ltd is the registered holder, by virtue of having the power to exercise, or to control the exercise of, a right to vote attached to those Shares in his capacity as the sole director of Eyeon Investments Pty Ltd. This relevant interest is now subject to the Lock-in Deed. For that relevant interest,-- (a) number held in class: 662,686 (b) percentage held in class: 0.533% (c) current registered holder: Citibank N.A., New Zealand Branch as custodian for Eyeon Investments Pty Ltd (d) registered holder once transfers are registered: No change Nature of relevant interest 6: Stephen Copulos has a relevant interest in the Shares in which Citibank N.A., New Zealand Branch as custodian for Copulos Foundation Pty Ltd is the registered holder, by virtue of having the power to exercise, or to control the exercise of, a right to vote attached to those Shares. This relevant interest is now subject to the Lock-in Deed. For that relevant interest,-- (a) number held in class: 203,044 (b) percentage held in class: 0.163% (c) current registered holder: Citibank N.A., New Zealand Branch as custodian for Copulos Foundation Pty Ltd (d) registered holder once transfers are registered: No change Additional information Address of substantial product holder: Suite 3, 461 Wyndham Street, Shepparton, Victoria 3630, Australia Contact details: Phone: +61 3 5822 8800 | Email: admin@copgroup.com.au Name of any other person believed to have given, or believed to be required to give, a disclosure under the Financial Markets Conduct Act 2013 in relation to the financial products to which this disclosure relates: Global Valar S.L. Disclosure has effect for purposes of directors' and senior managers' disclosure Stephen Copulos is also a director of Restaurant Brands. This disclosure also constitutes disclosure for the purposes of the directors' and senior managers' disclosure obligations. Certification I, Stephen Copulos, certify that, to the best of my knowledge and belief, the information contained in this disclosure is correct and that I am duly authorised to make this disclosure by all persons for whom it is made. End CA:00327365 For:RBD Type:SHINTR Time:2018-11-26 08:56:05