An anonymous director reports

RBI RECOMMENDS SHAREHOLDERS REJECT NYSB'S "MINI-TENDER OFFER"

Restaurant Brands International Inc. has been notified of an unsolicited mini-tender offer made by New York Stock and Bond LLC (NYSB) to purchase up to 100,000 RBI common shares, or approximately 0.03 per cent of the company's outstanding common shares, at a price of $43.60 (U.S.) per share. NYSB's offer price of $43.60 (U.S.) represents a discount of 34.92 per cent to the NYSE closing price of $66.99 (U.S.) for RBI common shares on Jan. 30, 2026, the last trading day before the mini-tender offer was commenced. RBI cautions shareholders that the mini-tender offer has been made at a price significantly below the market price for RBI shares.

RBI does not endorse this unsolicited offer, has no association with NYSB or its offer, and recommends that shareholders do not tender their shares to the offer.

According to NYSB's offer documents, RBI shareholders who have already tendered their shares can withdraw their shares at any time within 14 days after the date of delivery of the shareholder's acceptance form (or tender form) by following the procedures described in the offer documents.

For background, mini-tender offers are designed to seek less than 5 per cent of a company's outstanding shares, avoiding disclosure and procedural requirements applicable to most bids under U.S. and Canadian securities regulations. The U.S. Securities and Exchange Commission (SEC) and the Canadian Securities Administrators (CSA) have expressed serious concerns about mini-tender offers, including the possibility that investors might tender to such offers without understanding the offer price relative to the actual market price of their securities.

The SEC states that "bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price."

RBI strongly encourages brokers, dealers and other market participants to exercise caution and review the letter regarding broker-dealer mini-tender offer dissemination and disclosures on the SEC website.

RBI requests that a copy of this news release be included in any distribution of materials relating to NYSB's mini-tender offer for RBI shares.

NYSB has made similar unsolicited mini-tender offers for shares of other public companies in the U.S.

Restaurant Brands International is one of the world's largest quick service restaurant companies with nearly $47-billion in annual system-wide sales and over 33,000 restaurants in more than 120 countries and territories.