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RBI Sells 10 Million Shares of Tim Hortons Parent Company

$360 Million to be Raised in Stock Sale

Forward Sale Agreement Announced

TORONTO – Restaurant Brands International Inc. (RBI) announced today that the Selling Shareholder has commenced an underwritten registered public offering of 10,000,000 common shares of Tim Hortons Inc. (Tim Hortons). The Selling Shareholder is an affiliate of 3G Capital, the controlling shareholder of RBI. RBI also announced that the Selling Shareholder has entered into a forward sale agreement with certain affiliates of J.P. Morgan Securities LLC, pursuant to which the forward counterparty has agreed to purchase the common shares from the Selling Shareholder upon the closing of the public offering.

The net proceeds from the offering are expected to be approximately $360 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Selling Shareholder. RBI will not receive any proceeds from the offering.

The offering is expected to close on or about August 10, 2023, subject to customary closing conditions and the receipt of all necessary regulatory approvals, including the approval of the Toronto Stock Exchange.

RBI acquired Tim Hortons in 2014 as part of its merger with Burger King Worldwide Inc. The combined company, RBI, is the world's largest quick-service restaurant company, with over 27,000 restaurants in more than 100 countries.