Restaurant Brands International Inc. ($QSR)

Good morning, ladies and gentlemen. My name is Jill Granat. I'm the General Counsel for Restaurant Brands International, Inc., and I'd like to welcome you to our 2026 Annual Meeting. The meeting agenda and the rules of the meeting. Conduct are posted on the website. And for those of you attending in person, were handed out to you as you entered the room today. If you still need a copy, raise your hand, and we'll get you one. I'll quickly review the matters on this morning's agenda, our Chief Executive Officer, Josh Kobza, will chair the meeting and call the meeting to order. We'll then move on to consideration of the proposals, which are described in our management information circular and proxy statement and then to voting onto those matters. The management information circular and proxy statement set forth the voting standard to the Board's recommendations for approval of each of the proposals. And following the voting, I'll announce the initial voting results and the formal business of the meeting will be adjourned. Josh Kobza will then provide an update on our business performance. Before we get started, I'd like to direct your attention to the safe harbor statement that's included with your meeting agenda and to the rules of meeting conduct. Certain information conveyed this morning is forward-looking information within the meaning of applicable securities laws. And the safe harbor statement includes useful disclosure about the risks we face and the importance of not relying disproportionately on information that may be forward-looking in nature. Please refer to the safe harbor statement to view the full context. I would now like to introduce Josh Kobza, who will chair today's meeting.

All right. Good morning, everybody. Thank you, Joe. Now the meeting will please come to order. Computershare Trust Company of Canada will act as scrutineer for this meeting. Jill Granat will act as Secretary of the meeting and will now report the number of shares and votes represented at the meeting or by proxy. If legal notice of the meeting has been duly given and if a quorum is present, then the meeting will be lawfully convened for the transaction of business. Jill?

Thank you, Josh. So as of April 8, 2026, which is our record date for the meeting, Restaurant Brands International, Inc. had outstanding 347,282,917 common shares, and 1 special voting share. In addition, on the record date, there were 109,352,921 partnership exchangeable units of Restaurant Brands International Limited partnership outstanding. Each holder of common shares is entitled to 1 vote per share held and pursuant to our voting trust agreement, Computershare as trustee is the record holder of the special voting share and entitled to vote the number of shares equal to the number of partnership exchangeable units outstanding on the record date that provided instructions. Consequently, there are a total of 456,635,838 votes eligible to be cast at this meeting. For purposes of today's meeting, voting will proceed by online and in-person ballot, we will allow time for shareholders or their proxies to cast their votes by completing their online or in-person ballots following the description of all matters to be voted on. Only shareholders or their proxies who have been properly presented to the transfer agent are entitled to take part in and vote at this meeting. To make the best use of our time, certain shareholders have been asked to move and second motions where required. The representatives of the scrutineer have advised that approximately 403,156,328 of the eligible votes are present or represented by proxy and that we have a quorum for today's meeting. Computershare Trust Company of Canada has provided an affidavit of mailing to show that notice of the meeting has been given. A copy of both the notice and the affidavit will be incorporated into the minutes of the meeting. So as notice of the meeting has been duly given and a quorum is present, the meeting is hereby convened and we'll move forward with the formal business. Voting will start following my description of the proposals to be considered. Please note that if you or your proxy has already voted, you should not vote during this meeting, unless you would look to change your vote. If you vote again using online or in-person ballot, your vote during the meeting will revoke any previously submitted vote of yours. So on to the proposals. The first proposal is the election of directors. Ten director nominees are being considered today. Each director elected today will hold office until the close of the 2027 Annual Meeting of Shareholders or until his or her successor is elected and appointed. The nominees are listed on Pages 3 through 12 of your proxy materials. May I please have a nomination that the following persons be elected as directors of the company. To hold office until the close of the next Annual Meeting of Shareholders or until their successor is elected or appointed. They are Alex Behring, Maximilien de Limburg-Stirum; J. Patrick Doyle, Cristina Farjallat, Ali Hedayat, Marc Lemann, Jason Melbourne, Daniel Schwartz; Marcia Smith and Thecla Sweeney. Would a shareholder please make this motion?

Madam Secretary, my name is John Damaco, and I so nominate. .

Thank you, John. Would a shareholder please second the motion?

My name is David Wallace, and I second the motion. .

Thank you, David. The company's bylaws require that nominations of directors by shareholders be received by the Secretary of the company in the prescribed manner in advance of the meeting in order to be valid. So as no nominations were received from shareholders prior to the deadline, the nomination for directors are closed. And the second proposal we're asking shareholders to cast a nonbinding advisory vote for approval of the named executive officer compensation as set forth in the management information circular and proxy statement. May I have a motion to approve this proposal?

I so move. .

I second the motion.

Thank you. In the third proposal, we're asking shareholders to approve the selection of KPMG LLP as the independent auditors of the company until the close of the 2027 Annual Meeting of Shareholders and to authorize our directors to fix the auditor's remuneration. Representatives of KPMG here today and will be available to respond to any pertinent questions you may have. May I have a motion for approval of this matter?

I so move. .

I second the motion.

Thank you. So the polls are now open for voting. Those are our 3 proposals. To vote online, please select 1 of the voting options. Your response will be highlighted. If you're holding a ballot, please raise your hand and someone will collect it when you're done and we'll provide it to the scrutineer. As a reminder, if you or your proxy holder has already voted, you should not vote again during the meeting unless you'd like to change your vote. If you vote again using the online or in-person ballot, your vote during the meeting will revoke your previously submitted vote. If you're a holder of record of partnership exchangeable units and have requested to vote in person today, you should have obtained from the trustee a proxy that will entitle you to exercise the votes attached to the special voting share you would otherwise be entitled to instruct the proxy to vote. So we'll give you a few minutes now to complete and submit your ballots. If you need a ballot, please raise your hand and someone will bring it to you. [Voting]

So if there are any questions from shareholders during this process regarding the voting procedure or if any shareholder wishes to ask a question regarding the proposals being voted on, please submit the question by selecting the messaging icon at the top of your screen. Once you type your question, select the second arrow icon and if you're in person, just raise your hand, and we will recognize you. Please state your name before asking your question and please limit your question to the proposals to be voted on at this meeting. So for anyone voting online, please electronically submit your ballots now. For those voting on person in person, if anyone, please provide your paper ballots. I don't think there are any. Okay. Great. Okay. I will move on and polling is closed. I can advise based on the scrutineers' preliminary report that each of the 10 nominees for director has received a majority of 4 votes and has been elected. The advisory vote approving the compensation of the company's named executive officers has been approved by a majority of the votes cast. The proposal appointing KPMG LLP as our auditors to serve until the close of the 2027 Annual Meeting of Shareholders and authorizing the Board to fix the auditor's remuneration has been approved by a majority of the votes cast. The final votes of this shareholder meeting will be included in a press release and form 10K that will be filed later today. As there are no further -- as there is no further business to be brought before this meeting, the meeting is concluded. I will now turn it over to Josh Kobza to provide you with a business update.

Thank you very much, Jill. Thank you again for joining us here today, whether you're here in person at the Tim Hortons headquarters in Toronto or online. On behalf of the Board of Directors and everyone at RBI, thank you to our shareholders for your continued support and confidence in our company. Now that the formal portion of the meeting has wrapped up, I'd like to take a few minutes to share a quick update on our business. When I think about what makes RBI special, it comes back to a few simple things. We have 4 iconic global brands in each of the largest QSR categories, each with great food and beverages, outstanding franchise partners and teams that care deeply about serving our guests. Just as importantly, we have a culture built around ownership. We make decisions with a long-term perspective. We invest in our brands, and we do what's right for the business even when it's not the easiest path. That mindset has shaped RBI from the beginning, and it continues to guide how we operate today. In February, we hosted our Investor Day in Miami where we shared our vision for RBI to 2028. We laid out our path to accelerate net restaurant growth to deliver predictable earnings growth and to pursue an investment-grade balance sheet, and we continue to be the partner of choice for great franchisees and the employer of choice for great talent. Most importantly, we reinforced our commitment to build durable long-term value for our shareholders. Tim Hortons remains one of the strongest and most loved brands in QSR. Canadians keep choosing to make Tim a part of their daily routine, and our restaurant owners continue to deliver for them every day. Axel and his team remain focused on strengthening our leadership in coffee, breakfast and baked goods, while building new growth drivers in areas like cold beverages and PM food. We're also proud to be bringing Tim to more Canadians, returning to positive net restaurant growth in Canada last year, and we plan to accelerate from there. Our international business continues to be 1 of the strongest growth platforms across the restaurant industry. Across Burger King, Popeyes, Tim Hortons and Firehouse Subs, franchise partners are building great local businesses all around the world. The breadth of our portfolio, the quality of our operators and the significant runway we still have for growth make me incredibly optimistic about the future of this business. At Burger King, the progress Tom and his team have been making executing against Reclaim the Flame is becoming increasingly visible. The team has spent years improving operations, modernizing our restaurants, building greater aligned with our franchisees and elevating the guest experience. Those efforts are helping us to reconnect with guests, building brand momentum and positioning the business for long-term growth. There is still work to do, but the trajectory is clear and the energy in the system is increasingly strong. Popeyes has the best chicken period. and our focus is on ensuring the guest experience consistently matches the quality of our food. Peter and his team are focused on operational excellence, consistent value and lean into the core menu that guests love the most. I'm confident that under Peter's leadership, the brand will return to the growth potential in the U.S. and Canada that we know it's capable of. And Firehouse Subs continues to gain momentum. The brand stands out for its high-quality hot subs, loyal guest base, community ties and strong development engine. We're seeing growing interest from franchisees to be part of this brand and remain very excited about where our Firehouse is headed. Across our overall business, we've grown AOI by more than 8% consistently over the last 3 years, and we grew earnings by 10% last year, all while simplifying our portfolio and moving towards a 99% franchise model. This has resulted in significant and growing cash flow. And in 2026, we're working towards returning over $1.6 billion to shareholders through dividends and buybacks. Everything we're doing is designed to drive long-term total shareholder return. Across all of our businesses, what gives me most confidence is the quality of our people, our teams, our franchisees and our operators. They care deeply about getting the fundamentals right and creating great experiences for our guests. We're proud of the progress we've made over the past year, but we're even more excited about the opportunities that lay ahead. Thank you again for your support and we look forward to continuing to earn your confidence and support in the years to come. Before we close, I'd like to thank the shareholders who took the time to vote today. We really appreciate you being here and voting online. If you have any questions about the business, please feel free to reach out to our Investor Relations team. They're always happy to help. That will conclude our session and this year's annual meeting. Thank you again to everyone for spending the time with us today.

Thank you, and that concludes our event.