SCHEDULE MEMORANDUM AND ARTICLES OF ASSOCIATION OF RTM COMPANIES

PART 2 ARTICLES OF ASSOCIATION

Signed on [date]

57 APPOINTMENT AND REMOVAL OF DIRECTORS
The directors may appoint a person who is willing to act to be a director, either to fill a vacancy or as an additional director, provided that the appointment does not cause the number of directors to exceed any number fixed by or in accordance with the articles as the maximum number of directors. A director so appointed shall hold office only until the next following annual general meeting. If not reappointed at such annual general meeting, he shall vacate office at the conclusion thereof.