An anonymous director reports

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

Restaurant Brands International Inc. has received approval from the Toronto Stock Exchange (TSX) for its previously announced renewal of its normal course issuer bid (NCIB) for its common shares. The NCIB is being conducted in furtherance of Restaurant Brands' board-approved share repurchase authorization announced on Aug. 31, 2023, that allows the company to purchase up to $1-billion (U.S.) of its common shares over the next two years through Sept. 30, 2025.

Pursuant to the NCIB, Restaurant Brands may, during the 12-month period commencing Sept. 15, 2023, and ending on Sept. 14, 2024, purchase up to 30,895,637 common shares, representing 10 per cent of its public float of 308,956,373 common shares as of Aug. 31, 2023 (a total of 312,392,340 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 (NYSE), and/or alternative trading systems in Canada and the United States, 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 Brands 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 190,871 common shares, which represents 25 per cent of the average daily trading volume on the TSX of 763,484 for the six months ended Aug. 31, 2023. Purchases under the NCIB made on the NYSE will be made in compliance with Securities and Exchange Commission Rule 10b-18 and the U.S. federal securities laws.

Under its last NCIB which commenced on Aug. 17, 2022, and expired on Aug. 16, 2023, Restaurant Brands previously sought and received approval from the TSX to repurchase up to 30,254,374 common shares. The company did not repurchase any common shares for cancellation under the 2022 NCIB.

Restaurant Brands 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. The company 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 the company's cash resources and all shares repurchased will be cancelled. Restaurant Brands has also entered into an automatic purchase plan with a broker which will enable the company 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 systemwide sales and over 30,000 restaurants in more than 100 countries. Restaurant Brands owns four of the world's most prominent and iconic quick-service restaurant brands -- Tim Hortons, Burger King, Popeyes and Firehouse Subs. These independently operated brands have been serving their respective guests, franchisees and communities for decades. Through its Restaurant Brands for Good framework, Restaurant Brands is improving sustainable outcomes related to its food, the planet, and people and communities.

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