Restaurant Brands International Inc. Announces Receipt of Exchange Notice, Intent to Use Common Shares to Satisfy Exchange and Commencement of Secondary Offering of Common Shares

TORONTO, Aug. 16, 2023

As previously disclosed, in connection with the merger of Burger King and Tim Hortons to create RBI, all Burger King stockholders had the option to convert their shares into RBI common shares or Exchangeable Units, which receive the same dividends and vote together with RBI common shares. Beginning in December 2015, holders of Exchangeable Units have had the right to exchange their units one-for-one into an equal number of RBI common shares or cash (at RBI's election). If RBI LP elects to issue RBI common shares in exchange for the Exchangeable Units, the units are canceled and an equal number of RBI common shares are issued. Consequently, the aggregate number of Exchangeable Units and RBI common shares will not change as a result of the transactions.

RBI also announced that the Selling Shareholder has commenced an underwritten registered public offering of up to 7,136,149 common shares. The Selling Shareholder expects to enter into a forward sale agreement with BofA Securities (the "forward counterparty") with respect to up to 7,136,149 common shares. In connection with the forward sale agreement, the forward counterparty or its affiliates are expected to borrow and sell through the underwriter 4,136,156 common shares in the offering, and in addition to sell through the underwriter up to 2,999,993 common shares in the offering to the extent a current investor that has indicated an interest in purchasing such shares completes such purchase. The Selling Shareholder is expected to physically settle the forward sale agreement by delivering to the forward counterparty the number of common shares sold in the registered public offering. Upon settlement of the forward sale agreement, the Selling Shareholder will receive, in cash, the public offering price of the aggregate number of RBI common shares sold in the offering, less underwriting discounts and commissions, subject to certain adjustments as provided in the forward sale agreement. The settlement of the forward sale agreement and the Exchange is expected to occur on or before September 5, 2023.

RBI will not sell any common shares in the offering and will not receive any proceeds from the sale of the common shares.

BofA Securities will serve as sole book-running manager in the offering.

The offering is being made pursuant to an effective shelf registration statement (containing a prospectus) filed with the U.S. Securities & Exchange Commission (the "SEC"). A preliminary prospectus supplement relating to the offering will be filed with the SEC and will be available on the SEC's website at http://www.sec.gov. A copy of the preliminary prospectus supplement and the accompanying prospectus relating to the offering may be obtained by contacting BofA Securities, NC1-022-02-25, 201 North Tryon Street, Charlotte NC 28255-001, Attention: Prospectus Department, or by e-mail at dg.prospectus_requests@bofa.com.