An anonymous director reports

RESTAURANT BRANDS INTERNATIONAL INC. ANNOUNCES RENEWAL OF NORMAL COURSE ISSUER BID

Restaurant Brands International Inc. has filed, and the Toronto Stock Exchange has accepted, notice of Restaurant's intention to renew its normal course issuer bid (NCIB) for its common shares. The NCIB is being conducted in furtherance of Restaurant's board-approved share repurchase authorization that allows Restaurant to purchase up to $500-million (U.S.) of its common shares through Sept. 30, 2025. While share repurchases remain part of the company's capital allocation philosophy, it is currently prioritizing its 2024 net leverage target.

Pursuant to the NCIB, Restaurant may, during the 12-month period commencing Sept. 16, 2024, and ending on Sept. 15, 2025, purchase up to 31,981,466 common shares, representing 10 per cent of its public float of 319,814,666 common shares as of Sept. 6, 2024 (a total of 323,673,600 common shares were issued and outstanding as of such date). Purchases under the NCIB will be made through the facilities of the TSX, the New York Stock Exchange and/or alternative trading systems in Canada and the U.S., if eligible, or by such other means as may be permitted by applicable securities laws, including private agreements. Any purchases made by private agreement under an issuer bid exemption order issued by a securities regulatory authority in Canada will generally be at a discount to the prevailing market price as provided in any such exemption order. In addition, Restaurant may also enter into derivative-based programs in support of its repurchase activities, including the writing of put options and forward purchase agreements, accelerated share repurchase transactions, other equity contracts, or use other methods of acquiring shares, in each case, as may be permitted by applicable securities laws or subject to regulatory approval.

Purchases under the NCIB made on the TSX will be made in compliance with the rules of the TSX at a price equal to the market price at the time of purchase or such other price as may be permitted by the TSX. In accordance with TSX rules, any daily repurchases (other than pursuant to a block purchase exception) on the TSX under the NCIB are limited to a maximum of 202,342 common shares, which represents 25 per cent of the average daily trading volume on the TSX of 809,371 for the six months ended Aug. 31, 2024. Purchases under the NCIB made on the NYSE will be made in compliance with Securities and Exchange Commission Rule 10b-18 and U.S. federal securities laws.

Under its last NCIB which commenced on Sept. 15, 2023, and expires on Sept. 14, 2024, Restaurant previously sought and received approval from the TSX to repurchase up to 30,895,637 common shares. Restaurant repurchased 7,639,137 common shares for cancellation under the 2023 NCIB at a weighted average price of approximately $65.4587 (U.S.) per common share. All repurchases under the 2023 NCIB were conducted through the facilities of the NYSE, the TSX, or an alternative stock exchange in the United States or Canada.

Restaurant believes that the market price of common shares could be such that their purchase may be an attractive and appropriate use of corporate funds. Decisions regarding the amount and timing of future purchases of common shares will be based on market conditions, share price and other factors. Restaurant may elect to modify, suspend or discontinue the repurchase authorization, and its NCIB, at any time. Repurchases under the repurchase authorization will be financed using Restaurant's cash resources and all shares repurchased will be cancelled. Restaurant has also entered into an automatic purchase plan with a broker which will enable Restaurant to provide standard instructions in the future and then purchase common shares on the open market during self-imposed blackout periods. Outside of these blackout periods, common shares may be purchased in accordance with management's discretion.

About Restaurant Brands International Inc.

Restaurant Brands International is one of the world's largest quick service restaurant companies with over $40-billion in annual system-wide sales and over 30,000 restaurants in more than 120 countries and territories.

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