BFG – Notice of Annual Meeting – Thursday 26th Sept 2019

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS Notice is given that the Annual Meeting of Shareholders of Burger Fuel Group Limited (the "Company", formerly named Burger Fuel Worldwide Limited) will be held on Thursday 26 September 2019 commencing at 10.00 am 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 Peter Brook, who retires by rotation in accordance with section 17.1 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 2019, including the financial statements of the Company and auditor's report. SPECIAL BUSINESS D. Resolution 3: Revocation of the Company's existing constitution and adoption of a new constitution That the existing constitution of the Company is revoked, and the constitution, in the form described in the Explanatory Notes is adopted as the constitution of the Company with effect from the close of the 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. By order of the Board of Directors of the Company Mark Piet, Company Secretary / Chief Financial Officer, Burger Fuel Group Limited Auckland, New Zealand 28th August 2019 EXPLANATORY NOTES Resolutions 1 and 2 are ordinary resolutions and Resolution 3 is a special resolution. Each of these resolutions are to be considered by the shareholders, and if thought fit, passed, at the Annual Meeting. An ordinary resolution is one passed by a simple majority of the votes of those shareholders entitled to vote and voting on the resolution. A special resolution is one passed by 75% or more of the votes of those shareholders entitled to vote and voting on the resolution. A. Resolution 1: Re-election of Peter Brook as Director One Director, Peter Brook, retires by rotation in accordance with the Company's constitution. Being eligible, Peter Brook offers himself for re-election at the Annual Meeting. Peter is a founding director and chairman of the Company and has 20 years' experience in the investment banking industry, retiring in 2000 to pursue his own business and consultancy activities. He is presently chairman of Trust Investment Management Ltd and Generate Investment Management Ltd. He is also a director of Argosy Property Ltd, a trustee of the Melanesian Mission Trust Board and director of a number of private companies. Peter is a member of the Company's Audit Committee. The Board of Directors (except Peter Brook) unanimously recommends shareholders vote in favour of the re-election of Peter Brook. 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. C. Resolution 3: Revocation and Replacement of the Company's constitution The former NZX Listing Rules (dated 1 October 2017) have been replaced by updated NZX Listing Rules (dated 1 January 2019), referred to in this notice of meeting as the "2019 Listing Rules". The Company transitioned to the 2019 Listing Rules on 1 July 2019 (being the date the Company migrated from the NZAX to the NZX Main Board) and now proposes to revoke its existing constitution and adopt a replacement constitution which is compliant with the 2019 Listing Rules ("Replacement Constitution"). If approved by shareholders, the existing constitution will be revoked, and the Replacement Constitution adopted, with effect from the close of the Annual Meeting. The Replacement Constitution may be viewed on the Company's website: https://www.burgerfuel.com/nz/investor-relations The changes to the Company's existing constitution largely relate to the Company's transition to the 2019 Listing Rules, the incorporation of the 2019 Listing Rules by reference as opposed to repeating many of the NZX Listing Rules in full and the removal of unnecessary repetition of sections of the Companies Act 1993 that the Company must comply with. In addition to amendments made to simplify the form of the constitution, the Replacement Constitution reflects the following changes: o Meetings of shareholders: amendments to (i) reflect that voting at shareholder meetings must be by poll as required under the 2019 Listing Rules (rather than on a show of hands) and (ii) make it clear that meetings of shareholders may be conducted through a combination of a physical meeting and electronic means, and that shareholders and their proxies may participate through electronic means. o Director rotation: including an express statement that the Company shall comply with the updated director rotation requirements of the 2019 Listing Rules, which require directors to retire (with an ability to stand for re-election) after three years or the third annual meeting following their appointment, whichever is longer. o Director appointment: including an express statement that the Company shall comply with the board composition requirements of the 2019 Listing Rules. The 2019 Listing Rules require the Company to have, at minimum, three directors, two directors ordinarily resident in New Zealand and two independent directors. The Company complies with all these requirements. o Sale of less than minimum holding: amending the procedure allowing for the sale of share parcels of less than a minimum holding so as to provide for those shares to be sold on market (including through a broker on behalf of the Company), rather than through NZX or in some other manner approved by NZX. Pursuant to the Companies Act 1993, the proposed amendments must be approved by a special resolution of shareholders. As the amendments to the constitution do not impose or remove a restriction on the activities of the Company or affect the rights attaching to shares, the shareholder minority buy-out rights under the Companies Act 1993 do not apply. Buddle Findlay has provided an opinion to NZX that it considers that these amendments comply with the 2019 Listing Rules. The Board of Directors unanimously recommends shareholders vote in favour of this resolution. 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 10.00am on Tuesday 24th September 2019. 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. End CA:00339965 For:BFG Type:MEETING Time:2019-08-28 16:09:05