THI / Tim Hortons, Inc. - Документы SEC, Годовой отчет, Доверенное заявление

Тим Хортонс, Инк.
US ˙ OTC
ЭТОТ СИМВОЛ БОЛЬШЕ НЕ АКТИВЕН

Основная статистика
CIK 1345111
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Tim Hortons, Inc.
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
December 29, 2014 15-12B

THI / Tim Hortons, Inc. 15-12B - - FORM 15

FORM 15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-32843 TIM HORTONS INC. (Exact name of registrant as specified i

December 22, 2014 S-8 POS

THI / Tim Hortons, Inc. S-8 POS - - POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

Post-Effective Amendment No. 1 to Form S-8 Registration No. 333-174239 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-174239 UNDER THE SECURITIES ACT OF 1933 TIM HORTONS INC. (Exact Name of Registrant as Specified in its Charter) Canada 98-0641955 (State of Other Jurisdiction of Incorporation or Orga

December 22, 2014 S-8 POS

THI / Tim Hortons, Inc. S-8 POS - - POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8

Post-Effective Amendment No. 2 to Form S-8 Registration No. 333-133663 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT NO. 333-133663 UNDER THE SECURITIES ACT OF 1933 TIM HORTONS INC. (Exact Name of Registrant as Specified in its Charter) Canada 98-0641955 (State of Other Jurisdiction of Incorporation or Orga

December 22, 2014 S-8 POS

THI / Tim Hortons, Inc. S-8 POS - - POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

Post-Effective Amendment No. 1 to Form S-8 Registration No. 333-181338 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-181338 UNDER THE SECURITIES ACT OF 1933 TIM HORTONS INC. (Exact Name of Registrant as Specified in its Charter) Canada 98-0641955 (State of Other Jurisdiction of Incorporation or Orga

December 22, 2014 POSASR

THI / Tim Hortons, Inc. POSASR - - POSASR

POSASR Registration No. 333-196737 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TIM HORTONS INC. (Exact Name of Registrant as Specified in its Charter) Canada 98-0641955 (State of Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.) 874

December 17, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2014 TIM HORTONS INC.

December 15, 2014 EX-99.25

EX-99.25

EX-99.25 2 ruleprovisionnotice.htm NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on December 26, 2014, pursuant to the provisions of Rule 12d2-2 (a). [ X ] 17 CFR 240.12

December 12, 2014 EX-10.2

GUARANTY dated as of December 12, 2014 1013421 B.C. UNLIMITED LIABILITY COMPANY, as Guarantor CERTAIN SUBSIDIARIES IDENTIFIED HEREIN, as Guarantors JPMORGAN CHASE BANK, N.A., as Collateral Agent TABLE OF CONTENTS Page ARTICLE I DEFINITIONS SECTION 1.

EX-10.2 Exhibit 10.2 GUARANTY dated as of December 12, 2014 among 1013421 B.C. UNLIMITED LIABILITY COMPANY, as Guarantor CERTAIN SUBSIDIARIES IDENTIFIED HEREIN, as Guarantors and JPMORGAN CHASE BANK, N.A., as Collateral Agent TABLE OF CONTENTS Page ARTICLE I DEFINITIONS SECTION 1.01. Credit Agreement 2 SECTION 1.02. Other Defined Terms 2 ARTICLE II GUARANTY SECTION 2.01. Guaranty and Keepwell 3 SE

December 12, 2014 EX-10.3

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN TIM HORTONS INC. DAVID F. CLANACHAN

EX-10.3 Exhibit 10.3 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN TIM HORTONS INC. AND DAVID F. CLANACHAN THIS AMENDMENT TO EMPLOYMENT AGREEMENT, dated as of December 8, 2014, 2014 (this “Amendment”), is entered into by and between Tim Hortons Inc., a corporation governed by the Canada Business Corporations Act (the “Employer”), and David F. Clanachan (the “Executive”). WHEREAS, the Employer a

December 12, 2014 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 8, 2014 TIM HORTONS INC.

December 12, 2014 EX-4.1

1011778 B.C. UNLIMITED LIABILITY COMPANY, as Issuer, NEW RED FINANCE, INC., as Co-Issuer, the GUARANTORS party hereto WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and Collateral Agent $2,250,000,000 6.00% Second Lien Senior Secured Notes due 20

EX-4.1 Exhibit 4.1 EXECUTION VERSION 1011778 B.C. UNLIMITED LIABILITY COMPANY, as Issuer, NEW RED FINANCE, INC., as Co-Issuer, the GUARANTORS party hereto AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and Collateral Agent $2,250,000,000 6.00% Second Lien Senior Secured Notes due 2022 INDENTURE Dated as of October 8, 2014 Table of Contents Page ARTICLE I DEFINITIONS AND INCORPORATION BY RE

December 12, 2014 EX-99.1

RESTAURANT BRANDS INTERNATIONAL ANNOUNCES SUCCESSFUL COMPLETION OF TIM HORTONS AND BURGER KING TRANSACTION Restaurant Brands International to Begin Trading on Monday, December 15, 2014

EX-99.1 9 d837647dex991.htm EX-99.1 Exhibit 99.1 RESTAURANT BRANDS INTERNATIONAL ANNOUNCES SUCCESSFUL COMPLETION OF TIM HORTONS AND BURGER KING TRANSACTION Restaurant Brands International to Begin Trading on Monday, December 15, 2014 Oakville, Ontario – December 12, 2014 – Restaurant Brands International Inc. (TSX, NYSE: QSR) is pleased to announce the successful completion of the transaction with

December 12, 2014 EX-3.2

RESTAURANT BRANDS INTERNATIONAL INC. AMENDED AND RESTATED BY-LAW 1

EX-3.2 Exhibit 3.2 RESTAURANT BRANDS INTERNATIONAL INC. AMENDED AND RESTATED BY-LAW 1 A by-law relating generally to the conduct of the affairs of Restaurant Brands International Inc. (the “Corporation”). BE IT ENACTED AND IT IS HEREBY ENACTED as a by-law of the Corporation as follows: INTERPRETATION 1. Definitions In this by-law and all other by-laws of the Corporation, unless the context otherwi

December 12, 2014 EX-4.2

Supplemental Indenture

EX-4.2 5 d837647dex42.htm EX-4.2 Exhibit 4.2 Supplemental Indenture SUPPLEMENTAL INDENTURE, (this “Supplemental Indenture”) dated as of December 12, 2014, by and among 1011778 B.C. Unlimited Liability Company, an unlimited liability company organized under the laws of British Columbia (the “Issuer”), New Red Finance, Inc., a Delaware corporation (the “Co-Issuer”, and together with the Issuer, the

December 12, 2014 EX-10.1

CREDIT AGREEMENT Dated as of October 27, 2014 1011778 B.C. UNLIMITED LIABILITY COMPANY, as the Parent Borrower, NEW RED FINANCE, INC., as the Subsidiary Borrower, 1013421 B.C. UNLIMITED LIABILITY COMPANY, as Holdings, JPMORGAN CHASE BANK, N.A., as Ad

EX-10.1 Exhibit 10.1 EXECUTION VERSION CREDIT AGREEMENT Dated as of October 27, 2014 among 1011778 B.C. UNLIMITED LIABILITY COMPANY, as the Parent Borrower, NEW RED FINANCE, INC., as the Subsidiary Borrower, 1013421 B.C. UNLIMITED LIABILITY COMPANY, as Holdings, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent, THE LENDERS PARTY HERETO, WELLS FARGO BANK, NATIONAL ASSOCIATION

December 12, 2014 EX-3.1

Certificate of Arrangement

EX-3.1 2 d837647dex31.htm EX-3.1 Exhibit 3.1 Industry Industrie Canada Canada Certificate of Arrangement Canada Business Corporations Act Tim Hortons Inc. Corporate name(s) of CBCA applicants / Denomination(s) sociale(s) de la ou des societes LCSA requerantes I HEREBY CERTIFY that the arrangement set out in the attached articles of arrangement has been effected under section 192 of the Canada Busi

December 10, 2014 EX-99.2

Burger King Worldwide, Inc., Tim Hortons Inc. and Restaurant Brands International Inc. Announce Expiration of Election Deadline

Exhibit 99.2 Burger King Worldwide, Inc., Tim Hortons Inc. and Restaurant Brands International Inc. Announce Expiration of Election Deadline MIAMI, Florida and TORONTO, Ontario, December 10, 2014 — Burger King Worldwide, Inc. (NYSE: BKW), Tim Hortons Inc. (TSX: THI, NYSE: THI) and Restaurant Brands International Inc. today announced the preliminary results of the consideration elections made by Bu

December 10, 2014 8-K

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

8-K 1 d835305d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 9, 2014 TIM HORTONS INC. (Exact name of registrant as specified in its charter) Canada 001-32843 98-0641955 (State of incorporation) (Commission F

December 10, 2014 EX-99.1

TIM HORTONS SHAREHOLDERS APPROVE PROPOSED TRANSACTION TO CREATE A NEW GLOBAL LEADER IN THE QUICK SERVICE RESTAURANT INDUSTRY WITH THE CREATION OF “RESTAURANT BRANDS INTERNATIONAL”

EX-99.1 Exhibit 99.1 TIM HORTONS SHAREHOLDERS APPROVE PROPOSED TRANSACTION TO CREATE A NEW GLOBAL LEADER IN THE QUICK SERVICE RESTAURANT INDUSTRY WITH THE CREATION OF “RESTAURANT BRANDS INTERNATIONAL” Oakville, Ontario and Miami, Florida – December 9, 2014 – Tim Hortons Inc. (TSX, NYSE: THI) today announced the company’s shareholders have approved the transaction with Burger King Worldwide, Inc. (

December 10, 2014 EX-99.2

Burger King Worldwide, Inc., Tim Hortons Inc. and Restaurant Brands International Inc. Announce Expiration of Election Deadline

Exhibit 99.2 Burger King Worldwide, Inc., Tim Hortons Inc. and Restaurant Brands International Inc. Announce Expiration of Election Deadline MIAMI, Florida and TORONTO, Ontario, December 10, 2014 — Burger King Worldwide, Inc. (NYSE: BKW), Tim Hortons Inc. (TSX: THI, NYSE: THI) and Restaurant Brands International Inc. today announced the preliminary results of the consideration elections made by Bu

December 10, 2014 EX-99.1

TIM HORTONS SHAREHOLDERS APPROVE PROPOSED TRANSACTION TO CREATE A NEW GLOBAL LEADER IN THE QUICK SERVICE RESTAURANT INDUSTRY WITH THE CREATION OF “RESTAURANT BRANDS INTERNATIONAL”

EX-99.1 2 d835305dex991.htm EX-99.1 Exhibit 99.1 TIM HORTONS SHAREHOLDERS APPROVE PROPOSED TRANSACTION TO CREATE A NEW GLOBAL LEADER IN THE QUICK SERVICE RESTAURANT INDUSTRY WITH THE CREATION OF “RESTAURANT BRANDS INTERNATIONAL” Oakville, Ontario and Miami, Florida – December 9, 2014 – Tim Hortons Inc. (TSX, NYSE: THI) today announced the company’s shareholders have approved the transaction with B

December 10, 2014 425

BKW / Burger King Worldwide Inc. 425 - Merger Prospectus - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 10, 2014 (December 9, 2014) Commission file number: 001-35511 BURGER KING WORLDWIDE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 45-5011014

December 10, 2014 EX-99.1

TIM HORTONS SHAREHOLDERS APPROVE PROPOSED TRANSACTION TO CREATE A NEW GLOBAL LEADER IN THE QUICK SERVICE RESTAURANT INDUSTRY WITH THE CREATION OF “RESTAURANT BRANDS INTERNATIONAL”

Exhibit 99.1 TIM HORTONS SHAREHOLDERS APPROVE PROPOSED TRANSACTION TO CREATE A NEW GLOBAL LEADER IN THE QUICK SERVICE RESTAURANT INDUSTRY WITH THE CREATION OF “RESTAURANT BRANDS INTERNATIONAL” Oakville, Ontario and Miami, Florida – December 9, 2014 – Tim Hortons Inc. (TSX, NYSE: THI) today announced the company’s shareholders have approved the transaction with Burger King Worldwide, Inc. (NYSE: BK

December 10, 2014 EX-99.2

Burger King Worldwide, Inc., Tim Hortons Inc. and Restaurant Brands International Inc. Announce Expiration of Election Deadline

EX-99.2 3 d835305dex992.htm EX-99.2 Exhibit 99.2 Burger King Worldwide, Inc., Tim Hortons Inc. and Restaurant Brands International Inc. Announce Expiration of Election Deadline MIAMI, Florida and TORONTO, Ontario, December 10, 2014 — Burger King Worldwide, Inc. (NYSE: BKW), Tim Hortons Inc. (TSX: THI, NYSE: THI) and Restaurant Brands International Inc. today announced the preliminary results of th

December 10, 2014 425

THI / Tim Hortons, Inc. 425 - Merger Prospectus - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 9, 2014 TIM HORTONS INC.

December 8, 2014 425

THI / Tim Hortons, Inc. 425 - Merger Prospectus - 425

425 1 d834889d425.htm 425 Filed by Tim Hortons Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) of the Securities Exchange Act of 1934 Subject Company: Tim Hortons Inc.; Burger King Worldwide, Inc. Commission File No.: 001-32843, 001-35511 S-4 File No.: 333-198769 Tim Hortons Inc. Announces Webcast of Special Meeting of Shareholders OAKVILLE, ON

December 8, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2014 TIM HORTONS INC.

December 8, 2014 425

THI / Tim Hortons, Inc. 425 - Merger Prospectus -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2014 TIM HORTONS INC.

December 5, 2014 EX-99.1

Tim Hortons and Burger King Worldwide Provide Transaction Update and Set Election Deadlines

EX-99.1 Exhibit 99.1 Tim Hortons and Burger King Worldwide Provide Transaction Update and Set Election Deadlines Oakville, Ontario and Miami Florida; December 5, 2014: Tim Hortons Inc. (TSX, NYSE: THI) and Burger King Worldwide Inc. (NYSE: BKW) today confirmed that the proposed transaction to create a new global quick service restaurant leader operating two iconic, independent brands has been appr

December 5, 2014 425

BKW / Burger King Worldwide Inc. 425 - Merger Prospectus - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 5, 2014 Commission file number: 001-35511 BURGER KING WORLDWIDE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 45-5011014 (State or Other Jurisdict

December 5, 2014 8-K

Financial Statements and Exhibits, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2014 TIM HORTONS INC.

December 5, 2014 425

THI / Tim Hortons, Inc. 425 - Merger Prospectus - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2014 TIM HORTONS INC.

December 5, 2014 EX-99.1

Tim Hortons and Burger King Worldwide Provide Transaction Update and Set Election Deadlines

Exhibit 99.1 Tim Hortons and Burger King Worldwide Provide Transaction Update and Set Election Deadlines Oakville, Ontario and Miami Florida; December 5, 2014: Tim Hortons Inc. (TSX, NYSE: THI) and Burger King Worldwide Inc. (NYSE: BKW) today confirmed that the proposed transaction to create a new global quick service restaurant leader operating two iconic, independent brands has been approved by

December 5, 2014 EX-99.1

Tim Hortons and Burger King Worldwide Provide Transaction Update and Set Election Deadlines

EX-99.1 Exhibit 99.1 Tim Hortons and Burger King Worldwide Provide Transaction Update and Set Election Deadlines Oakville, Ontario and Miami Florida; December 5, 2014: Tim Hortons Inc. (TSX, NYSE: THI) and Burger King Worldwide Inc. (NYSE: BKW) today confirmed that the proposed transaction to create a new global quick service restaurant leader operating two iconic, independent brands has been appr

November 24, 2014 425

BKW / Burger King Worldwide Inc. 425 - Merger Prospectus - 425

425 Filed by Burger King Worldwide, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) of the Securities Exchange Act of 1934 Subject Company: Tim Hortons Inc.; Burger King Worldwide, Inc. Commission File No.: 001-32843, 001-35511 S-4 File No.: 333-198769 The following Q&A Factsheet was, and will be, used by Tim Hortons Inc.’s proxy solicitors: CO

November 24, 2014 425

THI / Tim Hortons, Inc. 425 - Merger Prospectus - 425

425 Filed by Tim Hortons Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) of the Securities Exchange Act of 1934 Subject Company: Tim Hortons Inc.; Burger King Worldwide, Inc. Commission File No.: 001-32843, 001-35511 S-4 File No.: 333-198769 The following script was, and will be, used by Tim Hortons Inc.’s proxy solicitors: Tim Hortons Level I

November 24, 2014 425

THI / Tim Hortons, Inc. 425 - Merger Prospectus - 425

Filed by Tim Hortons Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) of the Securities Exchange Act of 1934 Subject Company: Tim Hortons Inc.; Burger King Worldwide, Inc. Commission File No.: 001-32843, 001-35511 S-4 File No.: 333-198769 The following script was, and will be, used by Tim Hortons Inc.’s proxy solicitors: Outbound Script – Tim Ho

November 24, 2014 425

BKW / Burger King Worldwide Inc. 425 - Merger Prospectus - 425

425 Filed by Burger King Worldwide, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) of the Securities Exchange Act of 1934 Subject Company: Tim Hortons Inc.; Burger King Worldwide, Inc. Commission File No.: 001-32843, 001-35511 S-4 File No.: 333-198769 The following script was, and will be, used by Tim Hortons Inc.’s proxy solicitors: Outbound

November 24, 2014 425

BKW / Burger King Worldwide Inc. 425 - Merger Prospectus - 425

425 Filed by Burger King Worldwide, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) of the Securities Exchange Act of 1934 Subject Company: Tim Hortons Inc.; Burger King Worldwide, Inc. Commission File No.: 001-32843, 001-35511 S-4 File No.: 333-198769 The following script was, and will be, used by Tim Hortons Inc.’s proxy solicitors: Tim Horto

November 24, 2014 425

THI / Tim Hortons, Inc. 425 - Merger Prospectus - 425

425 1 d826230d425.htm 425 Filed by Tim Hortons Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) of the Securities Exchange Act of 1934 Subject Company: Tim Hortons Inc.; Burger King Worldwide, Inc. Commission File No.: 001-32843, 001-35511 S-4 File No.: 333-198769 The following Q&A Factsheet was, and will be, used by Tim Hortons Inc.’s proxy sol

November 21, 2014 425

THI / Tim Hortons, Inc. 425 - Merger Prospectus - 425

425 1 d826121d425.htm 425 Filed by Tim Hortons Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) of the Securities Exchange Act of 1934 Subject Company: Tim Hortons Inc.; Burger King Worldwide, Inc. Commission File No.: 001-32843, 001-35511 S-4 File No.: 333-198769 The following communication was sent by Tim Hortons Inc. on November 21, 2014 to i

November 19, 2014 425

THI / Tim Hortons, Inc. 425 - Merger Prospectus - 425

425 Filed by Tim Hortons Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) of the Securities Exchange Act of 1934 Subject Company: Tim Hortons Inc.; Burger King Worldwide, Inc. Commission File No.: 001-32843, 001-35511 S-4 File No.: 333-198769 The following email and attachment was sent by Tim Hortons Inc. on November 19, 2014 to certain of its e

November 19, 2014 425

THI / Tim Hortons, Inc. 425 - Merger Prospectus - 425

425 Filed by Tim Hortons Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) of the Securities Exchange Act of 1934 Subject Company: Tim Hortons Inc.; Burger King Worldwide, Inc. Commission File No.: 001-32843, 001-35511 S-4 File No.: 333-198769 The following communication was sent by Tim Hortons Inc. on November 19, 2014 to certain of its employee

November 19, 2014 425

THI / Tim Hortons, Inc. 425 - Merger Prospectus - 425

425 Filed by Tim Hortons Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) of the Securities Exchange Act of 1934 Subject Company: Tim Hortons Inc.; Burger King Worldwide, Inc. Commission File No.: 001-32843, 001-35511 S-4 File No.: 333-198769 The following email and attachment was sent by Tim Hortons Inc. on November 19, 2014 to certain of its e

November 19, 2014 425

THI / Tim Hortons, Inc. 425 - Merger Prospectus - 425

425 Filed by Tim Hortons Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) of the Securities Exchange Act of 1934 Subject Company: Tim Hortons Inc.; Burger King Worldwide, Inc. Commission File No.: 001-32843, 001-35511 S-4 File No.: 333-198769 The following email and attachment was sent by Tim Hortons Inc. on November 19, 2014 to certain of its e

November 13, 2014 425

BKW / Burger King Worldwide Inc. 425 - Merger Prospectus - 425

425 Filed by Burger King Worldwide, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) of the Securities Exchange Act of 1934 Subject Company: Tim Hortons Inc.; Burger King Worldwide, Inc. Commission File No.: 001-32843, 001-35511 S-4 File No.: 333-198769 The following materials were posted by Tim Hortons Inc. to its Transaction Update Website (av

November 12, 2014 425

THI / Tim Hortons, Inc. 425 - Merger Prospectus - 425

425 Filed by Tim Hortons Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) of the Securities Exchange Act of 1934 Subject Company: Tim Hortons Inc.; Burger King Worldwide, Inc. Commission File No.: 001-32843, 001-35511 S-4 File No.: 333-198769 The following materials were posted by Tim Hortons Inc. to its Transaction Update Website (available at:

November 6, 2014 10-Q

Tim Hortons 10-Q (Quarterly Report)

3Q14 THI 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

November 6, 2014 EX-31.A

CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES OXLEY ACT OF 2002

Exhibit 31(a) CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES OXLEY ACT OF 2002 I, Marc Caira, certify that: 1.

November 6, 2014 EX-32.B

Certification of CFO Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *

Exhibit 32(b) Certification of CFO Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 * This certification is provided pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and accompanies the quarterly report on Form 10-Q (the “Form 10-Q”) for the quarter ended September 28, 2014 of Tim Horto

November 6, 2014 EX-32.A

Certification of CEO Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *

Exhibit 32(a) Certification of CEO Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 * This certification is provided pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and accompanies the quarterly report on Form 10-Q (the “Form 10-Q”) for the quarter ended September 28, 2014 of Tim Horto

November 6, 2014 EX-99

TIM HORTONS INC. Safe Harbor Under the Private Securities Litigation Reform Act of 1995 and Canadian Securities Laws

EX-99 6 a3q14thiex-992safeharborst.htm EXHIBIT 99 Exhibit 99 TIM HORTONS INC. Safe Harbor Under the Private Securities Litigation Reform Act of 1995 and Canadian Securities Laws The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information, so long as those statements are identified as forward-

November 6, 2014 EX-31.B

CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES OXLEY ACT OF 2002

Exhibit 31(b) CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES OXLEY ACT OF 2002 I, Cynthia J.

November 5, 2014 EX-99.1

2014 Third Quarter Conference Call Speakers Scott Bonikowsky Senior Vice-President, Corporate Affairs & Investor Relations Marc Caira President & Chief Executive Officer Cynthia Devine Chief Financial Officer 2 Safe Harbor Statement This presentation

EX-99.1 2 q3conferencecallslides11.htm EXHIBIT 99.1 2014 Third Quarter Conference Call Speakers Scott Bonikowsky Senior Vice-President, Corporate Affairs & Investor Relations Marc Caira President & Chief Executive Officer Cynthia Devine Chief Financial Officer 2 Safe Harbor Statement This presentation includes forward-looking statements which constitute forward-looking information within the meani

November 5, 2014 EX-99.3

TIM HORTONS INC. Safe Harbor Under the Private Securities Litigation Reform Act of 1995 and Canadian Securities Laws

Exhibit 99.3 TIM HORTONS INC. Safe Harbor Under the Private Securities Litigation Reform Act of 1995 and Canadian Securities Laws The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information, so long as those statements are identified as forward-looking and are accompanied by meaningful cautio

November 5, 2014 8-K

Financial Statements and Exhibits, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2014 TIM HORTONS INC.

November 5, 2014 EX-99.2

Tim Hortons Inc. declares a dividend of $0.32 per common share

Exhibit 99.2 FOR IMMEDIATE RELEASE (All amounts in Canadian dollars) Tim Hortons Inc. declares a dividend of $0.32 per common share OAKVILLE, ONTARIO, (November 5, 2014): Tim Hortons Inc. (TSX: THI, NYSE: THI) today announced that the Board of Directors has declared a dividend of $0.32 per common share payable to shareholders of record as of November 20, 2014. The dividend is payable on December 5

November 5, 2014 EX-99.3

TIM HORTONS INC. Safe Harbor Under the Private Securities Litigation Reform Act of 1995 and Canadian Securities Laws

EX-99.3 4 a3q14thiex-993safeharborst.htm EXHIBIT 99.3 Exhibit 99.3 TIM HORTONS INC. Safe Harbor Under the Private Securities Litigation Reform Act of 1995 and Canadian Securities Laws The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information, so long as those statements are identified as fo

November 5, 2014 425

THI / Tim Hortons, Inc. 425 - Merger Prospectus - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2014 TIM HORTONS INC.

November 5, 2014 EX-99.1

Tim Hortons Inc. announces 2014 third quarter results: Strong momentum in the business; same-store sales growth highest in past 10 quarters Financial & Sales Highlights Performance Q3 2014 Q3 2013 % Change YTD 2014 Total revenues $ 909.2 $ 825.4 10.2

Exhibit 99.1 FOR IMMEDIATE RELEASE (Unaudited. All amounts in Canadian dollars and presented in accordance with U.S. GAAP.) Tim Hortons Inc. announces 2014 third quarter results: Strong momentum in the business; same-store sales growth highest in past 10 quarters Financial & Sales Highlights Performance Q3 2014 Q3 2013 % Change YTD 2014 Total revenues $ 909.2 $ 825.4 10.2% $ 2,549.9 Operating inco

November 5, 2014 EX-99.1

ARRANGEMENT RESOLUTION PROPOSAL—TIM HORTONS SHAREHOLDERS VOTES ARE VERY IMPORTANT

EX-99.1 2 d817781dex991.htm EX-99.1 Table of Contents Exhibit 99.1 ARRANGEMENT RESOLUTION PROPOSAL—TIM HORTONS SHAREHOLDERS VOTES ARE VERY IMPORTANT November 5, 2014 Burger King Worldwide, Inc. (“Burger King Worldwide”) and Tim Hortons Inc. (“Tim Hortons”) announced on August 26, 2014 that they had agreed to a transaction under the terms of the Arrangement Agreement and Plan of Merger (the “arrang

November 5, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2014 TIM HORTONS INC. (Exact name of registrant as specified in its charter) Canada 001-32843 98-0641955 (State or other jurisdiction of incorporation) (Commission File Nu

November 5, 2014 EX-99.1

Tim Hortons Inc. announces 2014 third quarter results: Strong momentum in the business; same-store sales growth highest in past 10 quarters Financial & Sales Highlights Performance Q3 2014 Q3 2013 % Change YTD 2014 Total revenues $ 909.2 $ 825.4 10.2

EX-99.1 2 a3q14thiex991earningsrelea.htm EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE (Unaudited. All amounts in Canadian dollars and presented in accordance with U.S. GAAP.) Tim Hortons Inc. announces 2014 third quarter results: Strong momentum in the business; same-store sales growth highest in past 10 quarters Financial & Sales Highlights Performance Q3 2014 Q3 2013 % Change YTD 2014 Total r

November 5, 2014 425

THI / Tim Hortons, Inc. 425 - Merger Prospectus - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2014 TIM HORTONS INC. (Exact name of registrant as specified in its charter) Canada 001-32843 98-0641955 (State or other jurisdiction of incorporation) (Commission File Nu

November 5, 2014 EX-99.2

Tim Hortons Inc. declares a dividend of $0.32 per common share

Exhibit 99.2 FOR IMMEDIATE RELEASE (All amounts in Canadian dollars) Tim Hortons Inc. declares a dividend of $0.32 per common share OAKVILLE, ONTARIO, (November 5, 2014): Tim Hortons Inc. (TSX: THI, NYSE: THI) today announced that the Board of Directors has declared a dividend of $0.32 per common share payable to shareholders of record as of November 20, 2014. The dividend is payable on December 5

November 5, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2014 TIM HORTONS INC. (Exact name of registrant as specified in its charter) Canada 001-32843 98-0641955 (State or other jurisdiction of incorporation) (Commission File Nu

November 5, 2014 EX-99.2

Security Class Holder Account Number 8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 www.computershare.com Fold Fold Form of Proxy - Special Meeting to be held on Tuesday, December 9, 2014 This Form of Proxy is solicited by and on behalf of

EX-99.2 3 d817781dex992.htm EX-99.2 Exhibit 99.2 Security Class Holder Account Number 8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 www.computershare.com Fold Fold Form of Proxy - Special Meeting to be held on Tuesday, December 9, 2014 This Form of Proxy is solicited by and on behalf of Management. . You can enroll to receive future securityholder communications electronically by visit

November 5, 2014 EX-99.1

ARRANGEMENT RESOLUTION PROPOSAL—TIM HORTONS SHAREHOLDERS VOTES ARE VERY IMPORTANT

EX-99.1 Table of Contents Exhibit 99.1 ARRANGEMENT RESOLUTION PROPOSAL—TIM HORTONS SHAREHOLDERS VOTES ARE VERY IMPORTANT November 5, 2014 Burger King Worldwide, Inc. (“Burger King Worldwide”) and Tim Hortons Inc. (“Tim Hortons”) announced on August 26, 2014 that they had agreed to a transaction under the terms of the Arrangement Agreement and Plan of Merger (the “arrangement agreement”) by and amo

November 5, 2014 EX-99.2

TIM HORTONS INC. Safe Harbor Under the Private Securities Litigation Reform Act of 1995 and Canadian Securities Laws

Exhibit 99.2 TIM HORTONS INC. Safe Harbor Under the Private Securities Litigation Reform Act of 1995 and Canadian Securities Laws The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information, so long as those statements are identified as forward-looking and are accompanied by meaningful cautio

November 5, 2014 EX-99.2

Security Class Holder Account Number 8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 www.computershare.com Fold Fold Form of Proxy - Special Meeting to be held on Tuesday, December 9, 2014 This Form of Proxy is solicited by and on behalf of

EX-99.2 Exhibit 99.2 Security Class Holder Account Number 8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 www.computershare.com Fold Fold Form of Proxy - Special Meeting to be held on Tuesday, December 9, 2014 This Form of Proxy is solicited by and on behalf of Management. . You can enroll to receive future securityholder communications electronically by visiting www. computershare.com/e

October 30, 2014 425

BKW / Burger King Worldwide Inc. 425 - Merger Prospectus - 425

425 1 d793309d425.htm 425 Filed by Burger King Worldwide, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Tim Hortons Inc.; Burger King Worldwide, Inc. Commission File No.: 001-32843, 001-35511 S-4 File No.: 333-198769 The following materials were posted by Tim Hortons Inc. to its Transactio

October 30, 2014 425

THI / Tim Hortons, Inc. 425 - Merger Prospectus - 425

425 1 d813276d425.htm 425 Filed by Tim Hortons Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Tim Hortons Inc.; Burger King Worldwide, Inc. Commission File No.: 001-32843, 001-35511 S-4 File No.: 333-198769 The following materials were posted by Tim Hortons Inc. to its Transaction Update We

October 28, 2014 425

BKW / Burger King Worldwide Inc. 425 - Merger Prospectus - FORM 8-K

FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 24, 2014 Commission file number: 001-35511 BURGER KING WORLDWIDE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 45-5011014 (State or Other Juri

October 23, 2014 425

THI / Tim Hortons, Inc. 425 - Merger Prospectus - 425

425 Filed by Tim Hortons Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Tim Hortons Inc.; Burger King Worldwide, Inc. Commission File No.: 001-32843, 001-35511 S-4 File No.: 333-198769 The following materials were posted by Tim Hortons Inc. to its Transaction Update Website (available at: w

September 22, 2014 425

THI / Tim Hortons, Inc. 425 - Merger Prospectus - 425

425 Filed by Tim Hortons Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Tim Hortons Inc.; Burger King Worldwide, Inc. Commission File No.: 001-32843, 001-35511 S-4 File No.: 333-198769 IMPACT OF THE BUSINESS COMBINATION WITH BURGER KING WORLDWIDE, INC. ON EMPLOYEE SHARES AND EQUITY AWARDS U

September 18, 2014 425

BKW / Burger King Worldwide Inc. 425 - Merger Prospectus - 425

425 Filed by Burger King Worldwide, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Tim Hortons Inc.; Burger King Worldwide, Inc. Commission File No.: 001-32843, 001-35511 S-4 File No.: 333-198769 The following materials were posted by Tim Hortons Inc. to its Transaction Update Website (avai

September 18, 2014 425

THI / Tim Hortons, Inc. 425 - Merger Prospectus - 425

425 1 d792193d425.htm 425 Filed by Tim Hortons Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Tim Hortons Inc.; Burger King Worldwide, Inc. Commission File No.: 001-32843 The following materials were posted by Tim Hortons Inc. to its Transaction Update Website (available at: www.proxydocs.c

September 16, 2014 425

BKW / Burger King Worldwide Inc. 425 - Merger Prospectus - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 16, 2014 Commission file number: 001-35511 BURGER KING WORLDWIDE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 45-5011014 (State or Other Ju

September 16, 2014 425

THI / Tim Hortons, Inc. 425 - Merger Prospectus - FORM 8-K

425 1 d790971d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 16, 2014 TIM HORTONS INC. (Exact name of registrant as specified in its charter) Canada 001-32843 98-0641955 (State of incorporation) (Commission

September 16, 2014 8-K

Other Events

8-K 1 d790971d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 16, 2014 TIM HORTONS INC. (Exact name of registrant as specified in its charter) Canada 001-32843 98-0641955 (State of incorporation) (Commission

September 15, 2014 EX-99.1

Tim Hortons pre-announces 2014 Q3 quarter-to-date same-store sales growth results

EX-99.1 2 d789237dex991.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Tim Hortons pre-announces 2014 Q3 quarter-to-date same-store sales growth results OAKVILLE, ONTARIO, (September 15, 2014): Tim Hortons Inc. (TSX: THI, NYSE: THI) today pre-announces preliminary 2014 same-store sales growth results for the third quarter 9-weeks ending August 31, 2014. Same-store sales Q3 QTD Same-Store Sales Gro

September 15, 2014 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 15, 2014 TIM HORTONS INC.

FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 15, 2014 TIM HORTONS INC.

September 2, 2014 425

THI / Tim Hortons, Inc. 425 - Merger Prospectus - 425

425 Filed by Tim Hortons Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Tim Hortons Inc.; Burger King Worldwide, Inc. Commission File No.: 001-32843 Corrected Transcript 26-Aug-2014 Burger King Worldwide, Inc. (BKW) Tim Hortons Inc and Burger King Worldwide Inc Merger Call Total Pages: 22 1

September 2, 2014 EX-2.1

ARRANGEMENT AGREEMENT AND PLAN OF MERGER BY AND AMONG BURGER KING WORLDWIDE, INC., 1011773 B.C. UNLIMITED LIABILITY COMPANY, NEW RED CANADA PARTNERSHIP, BLUE MERGER SUB, INC., 8997900 CANADA INC. TIM HORTONS INC. AUGUST 26, 2014 TABLE OF CONTENTS Pag

EX-2.1 Exhibit 2.1 EXECUTION COPY ARRANGEMENT AGREEMENT AND PLAN OF MERGER BY AND AMONG BURGER KING WORLDWIDE, INC., 1011773 B.C. UNLIMITED LIABILITY COMPANY, NEW RED CANADA PARTNERSHIP, BLUE MERGER SUB, INC., 8997900 CANADA INC. AND TIM HORTONS INC. AUGUST 26, 2014 TABLE OF CONTENTS Page ARTICLE 1 INTERPRETATION 2 Section 1.1 Definitions 2 Section 1.2 Interpretation 19 Section 1.3 Disclosure 19 S

September 2, 2014 425

THI / Tim Hortons, Inc. 425 - Merger Prospectus - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2014 TIM HORTONS INC.

September 2, 2014 EX-2.1

ARRANGEMENT AGREEMENT AND PLAN OF MERGER BY AND AMONG BURGER KING WORLDWIDE, INC., 1011773 B.C. UNLIMITED LIABILITY COMPANY, NEW RED CANADA PARTNERSHIP, BLUE MERGER SUB, INC., 8997900 CANADA INC. TIM HORTONS INC. AUGUST 26, 2014 TABLE OF CONTENTS Pag

EX-2.1 Exhibit 2.1 EXECUTION COPY ARRANGEMENT AGREEMENT AND PLAN OF MERGER BY AND AMONG BURGER KING WORLDWIDE, INC., 1011773 B.C. UNLIMITED LIABILITY COMPANY, NEW RED CANADA PARTNERSHIP, BLUE MERGER SUB, INC., 8997900 CANADA INC. AND TIM HORTONS INC. AUGUST 26, 2014 TABLE OF CONTENTS Page ARTICLE 1 INTERPRETATION 2 Section 1.1 Definitions 2 Section 1.2 Interpretation 19 Section 1.3 Disclosure 19 S

September 2, 2014 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2014 TIM HORTONS INC.

August 29, 2014 EX-10.1

VOTING AGREEMENT

EX-10.1 Exhibit 10.1 EXECUTION COPY VOTING AGREEMENT This Voting Agreement (this “Agreement”) is made and entered into as of August 26, 2014, by and among Tim Hortons Inc., a corporation organized under the laws of Canada (the “Company”) and the persons whose names appear on the signature pages hereto (each a “Stockholder” and, together, the “Stockholders”). RECITALS A. On August 26, 2014, Burger

August 29, 2014 EX-2.1

ARRANGEMENT AGREEMENT AND PLAN OF MERGER BY AND AMONG BURGER KING WORLDWIDE, INC., 1011773 B.C. UNLIMITED LIABILITY COMPANY, NEW RED CANADA PARTNERSHIP, BLUE MERGER SUB, INC., 8997900 CANADA INC. TIM HORTONS INC. AUGUST 26, 2014 TABLE OF CONTENTS Pag

EX-2.1 Exhibit 2.1 EXECUTION COPY ARRANGEMENT AGREEMENT AND PLAN OF MERGER BY AND AMONG BURGER KING WORLDWIDE, INC., 1011773 B.C. UNLIMITED LIABILITY COMPANY, NEW RED CANADA PARTNERSHIP, BLUE MERGER SUB, INC., 8997900 CANADA INC. AND TIM HORTONS INC. AUGUST 26, 2014 TABLE OF CONTENTS Page ARTICLE 1 INTERPRETATION 2 Section 1.1 Definitions 2 Section 1.2 Interpretation 19 Section 1.3 Disclosure 19 S

August 29, 2014 425

BKW / Burger King Worldwide Inc. 425 - Merger Prospectus - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 26, 2014 Commission file number: 001-35511 BURGER KING WORLDWIDE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 45-5011014 (State or Other Jurisdicti

August 26, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2014 TIM HORTONS INC. (Exact name of registrant as specified in its charter) Canada 001-32843 98-0641955 (State or other jurisdiction of incorporation) (Commission File

August 26, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2014 TIM HORTONS INC. (Exact name of registrant as specified in its charter) Canada 001-32843 98-0641955 (State or other jurisdiction of incorporation) (Commission File Num

August 26, 2014 EX-99.1

WORLD’S THIRD LARGEST QUICK SERVICE RESTAURANT COMPANY LAUNCHED WITH TWO ICONIC AND INDEPENDENT BRANDS: TIM HORTONS AND BURGER KING New Global Company Will Have Approximately $23 billion in System Sales and Over 18,000 Restaurants in 100 Countries Ti

EX-99.1 Exhibit 99.1 WORLD’S THIRD LARGEST QUICK SERVICE RESTAURANT COMPANY LAUNCHED WITH TWO ICONIC AND INDEPENDENT BRANDS: TIM HORTONS AND BURGER KING New Global Company Will Have Approximately $23 billion in System Sales and Over 18,000 Restaurants in 100 Countries Tim Hortons and Burger King to Operate as Independent Brands While Benefiting From the New Company’s Global Scale and Reach, and Sh

August 26, 2014 EX-99.1

Tim Hortons®

EX-99.1 Exhibit 99.1 Tim Hortons® BURGER KING Creating a Global QSR Leader August 26th, 2014 This presentation includes forward-looking statements, which are often identified by the words “may”, “might”, “believes”, “thinks”, “anticipates”, “expects”, “intends” or similar expressions and includes statements regarding (1) expectations whether a transaction will be consummated, including whether con

August 25, 2014 EX-99.1

Tim Hortons and Burger King confirm talks regarding

EX-99.1 Exhibit 99.1 Tim Hortons and Burger King confirm talks regarding potential strategic transaction OAKVILLE, ON, and MIAMI, FL, Aug. 24, 2014 /CNW/—In response to media reports, Tim Hortons Inc. (THI: TSX; NYSE) and Burger King Worldwide Inc. (BKW: NYSE) today confirmed that they are in discussions regarding the potential creation of a global leader in the quick service restaurant business.

August 25, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 24, 2014 TIM HORTONS INC. (Exact name of registrant as specified in its charter) Canada 001-32843 98-0641955 (State or other jurisdiction of incorporation) (Commission File Num

August 6, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2014 TIM HORTONS INC. (Exact name of registrant as specified in its charter) Canada 001-32843 98-0641955 (State or other jurisdiction of incorporation) (Commission File Numb

August 6, 2014 EX-32.(B)

Certification of CFO Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *

Exhibit 32(b) Certification of CFO Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 * This certification is provided pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and accompanies the quarterly report on Form 10-Q (the “Form 10-Q”) for the quarter ended June 29, 2014 of Tim Hortons In

August 6, 2014 EX-10.(A)

Vest Date

EX-10.(A) 2 exhibit10a.htm EXHIBIT 10(A) Exhibit 10(a) [Note: Text in [ ] is only included in agreements with individuals employed by U.S. subsidiaries of Tim Hortons Inc. Text in { } is only included in agreements with individuals employed by Tim Hortons Inc.] Participant Name (“Grantee”): Employee Number: Grant Name: Date of Grant: May 15, 2014 Total Award: Vest Schedule – RSUs Vest Date Vest Qu

August 6, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

10-Q 1 a2q14thi10-q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 29, 2014 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from

August 6, 2014 EX-99.2

Tim Hortons Inc. declares a dividend of $0.32 per common share

Exhibit 99.2 FOR IMMEDIATE RELEASE (All amounts in Canadian dollars) Tim Hortons Inc. declares a dividend of $0.32 per common share OAKVILLE, ONTARIO, (August 6, 2014): Tim Hortons Inc. (TSX: THI, NYSE: THI) today announced that the Board of Directors has declared a dividend of $0.32 per common share payable to shareholders of record as of August 18, 2014. The dividend is payable on September 3, 2

August 6, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 a2q14form8-kconferencecall.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2014 TIM HORTONS INC. (Exact name of registrant as specified in its charter) Canada 001-32843 98-0641955 (State or other jurisdictio

August 6, 2014 EX-99.1

Tim Hortons Inc. announces 2014 second quarter results: Significant top-line momentum in both Canada and the U.S. and strong operating performance contributes to 13.6% EPS increase Financial & Sales Highlights Performance Q2 2014 Q2 2013 % Change YTD

Exhibit 99.1 FOR IMMEDIATE RELEASE (Unaudited. All amounts in Canadian dollars and presented in accordance with U.S. GAAP.) Tim Hortons Inc. announces 2014 second quarter results: Significant top-line momentum in both Canada and the U.S. and strong operating performance contributes to 13.6% EPS increase Financial & Sales Highlights Performance Q2 2014 Q2 2013 % Change YTD 2014 Total revenues $ 874

August 6, 2014 EX-31.(B)

CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES OXLEY ACT OF 2002

Exhibit 31(b) CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES OXLEY ACT OF 2002 I, Cynthia J.

August 6, 2014 EX-31.(A)

CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES OXLEY ACT OF 2002

Exhibit 31(a) CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES OXLEY ACT OF 2002 I, Marc Caira, certify that: 1.

August 6, 2014 EX-10.(C)

Tim Hortons Inc. Form of Nonqualified Stock Option Award Agreement under the 2012 Stock Incentive Plan (2014 Award).

Exhibit 10(c) [Note: Text in [ ] is only included in agreements with individuals employed by U.

August 6, 2014 EX-10.(B)

PERFORMANCE STOCK UNIT AWARD AGREEMENT (with related Dividend Equivalent Rights) Tim Hortons Inc. Grant Year: 2014 May 15, 2014

EX-10.(B) 3 exhibit10b.htm EXHIBIT 10(B) Exhibit 10(b) [Note: Text in [ ] is only included in agreements with individuals employed by U.S. subsidiaries of Tim Hortons Inc. Text in { } is only included in agreements with individuals employed by Tim Hortons Inc.] Participant Name (“Grantee”): Employee Number: Grant Name: Date of Grant: May 15, 2014 Total Award: Vest Date: March 1, 2017 PERFORMANCE S

August 6, 2014 EX-99.1

2014 Second Quarter Conference Call Speakers Scott Bonikowsky Senior Vice-President, Corporate Affairs & Investor Relations Marc Caira President & Chief Executive Officer Cynthia Devine Chief Financial Officer 2 Safe Harbor Statement Certain informat

q214conferencecallslides 2014 Second Quarter Conference Call Speakers Scott Bonikowsky Senior Vice-President, Corporate Affairs & Investor Relations Marc Caira President & Chief Executive Officer Cynthia Devine Chief Financial Officer 2 Safe Harbor Statement Certain information in this presentation, particularly information regarding future performance, finances, and plans, expectations and objectives of management, and other information, constitutes forward-looking information within the meaning of Canadian securities laws and forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

August 6, 2014 EX-10.(D)

AMENDED AND RESTATED DEFERRED STOCK UNIT AWARD AGREEMENT (with related Dividend Equivalent Rights) (Canadian Directors) Tim Hortons Inc.

Exhibit 10(d) AMENDED AND RESTATED DEFERRED STOCK UNIT AWARD AGREEMENT (with related Dividend Equivalent Rights) (Canadian Directors) Tim Hortons Inc.

August 6, 2014 EX-10.(E)

AMENDED AND RESTATED DEFERRED STOCK UNIT AWARD AGREEMENT (with related Dividend Equivalent Rights) (U.S. Directors) Tim Hortons Inc.

EX-10.(E) 6 exhibit10e.htm EXHIBIT 10(E) Exhibit 10(e) AMENDED AND RESTATED DEFERRED STOCK UNIT AWARD AGREEMENT (with related Dividend Equivalent Rights) (U.S. Directors) Tim Hortons Inc. Date THIS AGREEMENT, made effective as of the day of , (the “Effective Date”) is between Tim Hortons Inc., a Federal corporation incorporated under the Canada Business Corporations Act (the “Company”) and (the “G

August 6, 2014 EX-99

TIM HORTONS INC. Safe Harbor Under the Private Securities Litigation Reform Act of 1995 and Canadian Securities Laws

Exhibit 99 TIM HORTONS INC. Safe Harbor Under the Private Securities Litigation Reform Act of 1995 and Canadian Securities Laws The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information, so long as those statements are identified as forward-looking and are accompanied by meaningful cautiona

August 6, 2014 EX-99.3

TIM HORTONS INC. Safe Harbor Under the Private Securities Litigation Reform Act of 1995 and Canadian Securities Laws

Exhibit 99.3 TIM HORTONS INC. Safe Harbor Under the Private Securities Litigation Reform Act of 1995 and Canadian Securities Laws The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information, so long as those statements are identified as forward-looking and are accompanied by meaningful cautio

August 6, 2014 EX-99.2

TIM HORTONS INC. Safe Harbor Under the Private Securities Litigation Reform Act of 1995 and Canadian Securities Laws

Exhibit 99.2 TIM HORTONS INC. Safe Harbor Under the Private Securities Litigation Reform Act of 1995 and Canadian Securities Laws The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information, so long as those statements are identified as forward-looking and are accompanied by meaningful cautio

August 6, 2014 EX-32.(A)

Certification of CEO Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *

Exhibit 32(a) Certification of CEO Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 * This certification is provided pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and accompanies the quarterly report on Form 10-Q (the “Form 10-Q”) for the quarter ended June 29, 2014 of Tim Hortons In

June 13, 2014 S-3ASR

- S-3ASR

S-3ASR 1 d743035ds3asr.htm S-3ASR Table of Contents As filed with the Securities and Exchange Commission on June 13, 2014 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TIM HORTONS INC. (Exact name of registrant as specified in its charter) Canada 98-0641955 (State or other jurisdiction

June 2, 2014 SD

- FORM SD

Form SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT TIM HORTONS INC. (Exact name of the registrant as specified in its charter) Canada 001-32843 98-0641955 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 874 Sinclair Road, Oakville, ON, Canada L6K 2Y1 (Address

June 2, 2014 EX-1.02

Conflict Minerals Report of Tim Hortons Inc. For the Year Ended December 31, 2013

EX-1.02 2 d734554dex102.htm EX-1.02 Exhibit 1.02 Conflict Minerals Report of Tim Hortons Inc. For the Year Ended December 31, 2013 1. Introduction This conflict minerals report (the “CMR”) has been prepared by management of Tim Hortons Inc. (herein referred to as the “Company”, “we”, “us” or “our”) for the calendar year ended December 31, 2013 in accordance with Rule 13p-1 (the “Rule”) under the S

May 23, 2014 8-K/A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2014 TIM HORTONS INC. (Exact name of registrant as specified in its charter) Canada 001-32843 98-0641955 (State or other jurisdiction of incorporation) (Commission File Nu

May 14, 2014 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2014 TIM HORTONS INC. (Exact name of registrant as specified in its charter) Canada 001-32843 98-0641955 (State or other jurisdiction of incorporation) (Commission File Number)

May 14, 2014 EX-3.1

AMENDED AND RESTATED BY-LAW NO. 1 OF TIM HORTONS INC., a corporation incorporated under the federal laws of Canada (the "Corporation") (Adopted as of June 29, 2009, as amended and restated May 8, 2014)

EX-3.1 2 exhibit31amendedandrestate.htm EXHIBIT 3.1 Exhibit 3.1 AMENDED AND RESTATED BY-LAW NO. 1 OF TIM HORTONS INC., a corporation incorporated under the federal laws of Canada (the "Corporation") (Adopted as of June 29, 2009, as amended and restated May 8, 2014) 1 AMENDED AND RESTATED BY-LAW NO. 1 a by-law relating generally to the transaction of the business and affairs of TIM HORTONS INC. ART

May 7, 2014 EX-32.B

Certification of CFO Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *

Exhibit 32(b) Certification of CFO Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 * This certification is provided pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and accompanies the quarterly report on Form 10-Q (the “Form 10-Q”) for the quarter ended March 30, 2014 of Tim Hortons I

May 7, 2014 EX-31.A

CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES OXLEY ACT OF 2002

Exhibit 31(a) CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES OXLEY ACT OF 2002 I, Marc Caira, certify that: 1.

May 7, 2014 EX-99

TIM HORTONS INC. Safe Harbor Under the Private Securities Litigation Reform Act of 1995 and Canadian Securities Laws

Exhibit 99 TIM HORTONS INC. Safe Harbor Under the Private Securities Litigation Reform Act of 1995 and Canadian Securities Laws The Private Securities Litigation Reform Act of 1995 provides a ?safe harbor? for forward-looking statements to encourage companies to provide prospective information, so long as those statements are identified as forward-looking and are accompanied by meaningful cautiona

May 7, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2014 TIM HORTONS INC. (Exact name of registrant as specified in its charter) Canada 001-32843 98-0641955 (State or other jurisdiction of incorporation) (Commission File Number)

May 7, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 30, 2014 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00

May 7, 2014 EX-32.A

Certification of CEO Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *

Exhibit 32(a) Certification of CEO Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 * This certification is provided pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and accompanies the quarterly report on Form 10-Q (the “Form 10-Q”) for the quarter ended March 30, 2014 of Tim Hortons I

May 7, 2014 EX-99.1

2014 First Quarter Conference Call Speakers Scott Bonikowsky Vice-President, Corporate Affairs & Investor Relations Marc Caira President & Chief Executive Officer Cynthia Devine Chief Financial Officer 2 Safe Harbor Statement Certain information in t

q1conferencecallslides 2014 First Quarter Conference Call Speakers Scott Bonikowsky Vice-President, Corporate Affairs & Investor Relations Marc Caira President & Chief Executive Officer Cynthia Devine Chief Financial Officer 2 Safe Harbor Statement Certain information in this presentation, particularly information regarding future performance, finances, and plans, expectations and objectives of management, and other information, constitutes forward-looking information within the meaning of Canadian securities laws and forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

May 7, 2014 EX-10.A

AMENDED AND RESTATED PERSONAL SUPPLEMENTAL EXECUTIVE RETIREMENT SAVINGS PLAN ADOPTED TO BE EFFECTIVE JANUARY 1, 2009 MOST RECENTLY AMENDED: MAY 6, 2014

Exhibit 10(a) AMENDED AND RESTATED PERSONAL SUPPLEMENTAL EXECUTIVE RETIREMENT SAVINGS PLAN ADOPTED TO BE EFFECTIVE JANUARY 1, 2009 MOST RECENTLY AMENDED: MAY 6, 2014 Table of Contents Section 1 - Introduction1 Section 2 - Definitions2 Section 3 - Participation6 Section 4 ? Payments To Accounts6 Section 5 ?Accounts, Tax Free Savings Accounts and Registered Retirement Savings Plans8 Section 6 ? Term

May 7, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 a1q14form8-kconferencecall.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2014 TIM HORTONS INC. (Exact name of registrant as specified in its charter) Canada 001-32843 98-0641955 (State or other jurisdiction o

May 7, 2014 EX-99.1

Tim Hortons Inc. announces 2014 first quarter results: Earnings per share growth driven by solid operating performance and accelerated share repurchases Financial & Sales Highlights Performance Q1 2014 Q1 2013 % Change Total revenues $ 766.4 $ 731.5

Exhibit 99.1 FOR IMMEDIATE RELEASE (Unaudited. All amounts in Canadian dollars and presented in accordance with U.S. GAAP.) Tim Hortons Inc. announces 2014 first quarter results: Earnings per share growth driven by solid operating performance and accelerated share repurchases Financial & Sales Highlights Performance Q1 2014 Q1 2013 % Change Total revenues $ 766.4 $ 731.5 4.8% Operating income $ 14

May 7, 2014 EX-99.3

TIM HORTONS INC. Safe Harbor Under the Private Securities Litigation Reform Act of 1995 and Canadian Securities Laws

Exhibit 99.3 TIM HORTONS INC. Safe Harbor Under the Private Securities Litigation Reform Act of 1995 and Canadian Securities Laws The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information, so long as those statements are identified as forward-looking and are accompanied by meaningful cautio

May 7, 2014 EX-31.B

CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES OXLEY ACT OF 2002

Exhibit 31(b) CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES OXLEY ACT OF 2002 I, Cynthia J.

May 7, 2014 EX-99.2

TIM HORTONS INC. Safe Harbor Under the Private Securities Litigation Reform Act of 1995 and Canadian Securities Laws

Exhibit 99.2 TIM HORTONS INC. Safe Harbor Under the Private Securities Litigation Reform Act of 1995 and Canadian Securities Laws The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information, so long as those statements are identified as forward-looking and are accompanied by meaningful cautio

May 7, 2014 EX-99.2

Tim Hortons Inc. declares a dividend of $0.32 per common share

EX-99.2 3 a1q14thiex992dividenddecla.htm EXHIBIT 99.2 Exhibit 99.2 FOR IMMEDIATE RELEASE (All amounts in Canadian dollars) Tim Hortons Inc. declares a dividend of $0.32 per common share OAKVILLE, ONTARIO, (May 7, 2014): Tim Hortons Inc. (TSX: THI, NYSE: THI) today announced that the Board of Directors has declared a dividend of $0.32 per common share payable to shareholders of record as of May 22,

May 6, 2014 8-K

Regulation FD Disclosure - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2014 TIM HORTONS INC. (Exact name of registrant as specified in its charter) Canada 001-32843 98-0641955 (State or other jurisdiction of incorporation) (Commission File Number)

May 6, 2014 EX-99.1

TIM HORTONS INC. 874 SINCLAIR ROAD, OAKVILLE, ONTARIO L6K 2Y1 TELEPHONE: (905) 845-6511, FACSIMILE: (905) 845-0265 Dear Shareholders: As you are aware, before shareholders at the annual and special meeting on May 8, 2014, is a proposal for amendments

EX-99.1 2 ltrreisssupplement.htm EXHIBIT 99.1 TIM HORTONS INC. 874 SINCLAIR ROAD, OAKVILLE, ONTARIO L6K 2Y1 TELEPHONE: (905) 845-6511, FACSIMILE: (905) 845-0265 Dear Shareholders: As you are aware, before shareholders at the annual and special meeting on May 8, 2014, is a proposal for amendments to the Corporation’s By-Law No. 1. In response to shareholder input, on May 2, 2014, the Board approved

May 2, 2014 EX-99.1

TIM HORTONS INC. 874 SINCLAIR ROAD, OAKVILLE, ONTARIO L6K 2Y1 TELEPHONE: (905) 845-6511, FACSIMILE: (905) 845-0265 May 2, 2014 Dear Shareholder: Re: By-law No. 1 of Tim Hortons Inc.: Further Amendments to Third-Party Director Compensation, Advance No

shareholdercommunication TIM HORTONS INC. 874 SINCLAIR ROAD, OAKVILLE, ONTARIO L6K 2Y1 TELEPHONE: (905) 845-6511, FACSIMILE: (905) 845-0265 May 2, 2014 Dear Shareholder: Re: By-law No. 1 of Tim Hortons Inc.: Further Amendments to Third-Party Director Compensation, Advance Notice Provision, and Committee Chair Tie-Breaking Vote At our upcoming annual and special meeting of shareholders on May 8, 20

May 2, 2014 8-K

Regulation FD Disclosure

8-K 1 form8-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2014 TIM HORTONS INC. (Exact name of registrant as specified in its charter) Canada 001-32843 98-0641955 (State or other jurisdiction of incorporation) (C

May 1, 2014 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 form8-knewcmo.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2014 TIM HORTONS INC. (Exact name of registrant as specified in its charter) Canada 001-32843 98-0641955 (State or other jurisdiction of incorpor

May 1, 2014 EX-10.3

CHANGE IN CONTROL AGREEMENT TIM HORTONS INC. PETER NOWLAN

Exhibit 10.3 CHANGE IN CONTROL AGREEMENT Between TIM HORTONS INC. And PETER NOWLAN This Agreement is made and entered into effective as of May 21, 2014, by and between TIM HORTONS INC., a corporation governed by the Canada Business Corporations Act (the “EMPLOYER”) and Peter Nowlan, an individual (the “EXECUTIVE”), who are the parties to this Agreement. RECITALS (1) The EMPLOYER and certain of its

May 1, 2014 EX-10.2

EMPLOYMENT AND POST-EMPLOYMENT COVENANTS AGREEMENT

EX-10.2 3 exhibit102employmentandpos.htm EXHIBIT 10.2 Exhibit 10.2 EMPLOYMENT AND POST-EMPLOYMENT COVENANTS AGREEMENT THIS AGREEMENT (“Agreement”) made effective as of May 21, 2014 (the “Effective Date”), B E T W E E N: TIM HORTONS INC., a corporation governed by the Canada Business Corporations Act (hereinafter referred to as the “Corporation”), - and - Peter Nowlan (hereinafter referred to as th

May 1, 2014 EX-10.1

Peter J. Nowlan

Exhibit 10.1 Peter J. Nowlan Dear Peter: Re: Offer of Employment as Chief Brand and Marketing Officer We are pleased to offer you a permanent, full-time position with Tim Hortons Inc. (the “Company” or “THI”) as Chief Brand and Marketing Officer, reporting to our President and Chief Executive Officer. Scope of Employment As Chief Brand and Marketing Officer, you shall undertake those duties, respo

May 1, 2014 EX-99

Tim Hortons Inc. appoints veteran marketer Peter Nowlan as Chief Brand and Marketing Officer

Exhibit 99 Tim Hortons Inc. appoints veteran marketer Peter Nowlan as Chief Brand and Marketing Officer OAKVILLE, ONTARIO, (April 28th, 2014): Tim Hortons Inc. (NYSE:THI, TSX: THI) today announced the appointment of Molson Coors© veteran Peter Nowlan as Chief Brand and Marketing Officer, effective May 21st, 2014. Nowlan will succeed Bill Moir, whose planned retirement was disclosed in August of 20

April 25, 2014 CORRESP

-

Securities and Exchange Commission April 25, 2014 Page 1 of 6 April 25, 2014 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

March 28, 2014 EX-4.1

Third Supplemental Trust Indenture, dated March 28, 2014, by and between Tim Hortons Inc. and BNY Trust Company of Canada, as trustee.

Exhibit 4.1 TIM HORTONS INC. and BNY TRUST COMPANY OF CANADA THIRD SUPPLEMENTAL TRUST INDENTURE Dated as of March 28, 2014 Supplementing the Trust Indenture dated as of June 1, 2010 between Tim Hortons Inc. and BNY Trust Company of Canada and providing for the issue of 2.85% Senior Unsecured Notes, Series 3, due April 1, 2019 in the aggregate principal amount of Cdn.$450,000,000 TABLE OF CONTENTS

March 28, 2014 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2014 TIM HORTONS INC. (Exact name of registrant as specified in its charter) Canada 001-32843 98-0641955 (State or other jurisdiction of incorporation) (Commission File Numb

March 28, 2014 EX-4.2

Supplement to Guarantee, dated March 28, 2014, from The TDL Group Corp. in favor of BNY Trust Company of Canada, as trustee.

Exhibit 4.2 SUPPLEMENT TO GUARANTEE TO: BNY TRUST COMPANY OF CANADA as trustee (the “Trustee”) under a Trust Indenture (as the same may be supplemented amended restated or replaced from time to time, the “Trust Indenture”) dated as of June 1, 2010 providing for the issuance of Notes (as defined therein) of Tim Hortons Inc. (the “Obligor”). THIS SUPPLEMENT TO GUARANTEE is made as of this 28th day o

March 21, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 21, 2014 TIM HORTONS INC. (Exact name of registrant as specified in its charter) Canada 001-32843 98-0641955 (State or other jurisdiction of incorporation) (Commission File Numb

March 21, 2014 EX-99.2

TIM HORTONS INC. Safe Harbor Under the Private Securities Litigation Reform Act of 1995 and Canadian Securities Laws

Exhibit 99.2 TIM HORTONS INC. Safe Harbor Under the Private Securities Litigation Reform Act of 1995 and Canadian Securities Laws The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information, so long as those statements are identified as forward-looking and are accompanied by meaningful cautio

March 21, 2014 EX-32.C

Certification of the CEO Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

EX-32.C Exhibit 32(c) Certification of the CEO Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* This certification is provided pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and accompanies the Amendment No. 1 to the annual report on Form 10-K (the ?Form 10-K/A?) for the year ended D

March 21, 2014 EX-31.C

Certifications of the CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

EX-31.C Exhibit 31(c) Certifications of the CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Marc Caira, certify that: 1. I have reviewed this Amendment No. 1 to the annual report on Form 10-K of Tim Hortons Inc.; and 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,

March 21, 2014 EX-99

TIM HORTONS INC. Safe Harbor Under the Private Securities Litigation Reform Act of 1995 and Canadian Securities Laws

EX-99 Exhibit 99 TIM HORTONS INC. Safe Harbor Under the Private Securities Litigation Reform Act of 1995 and Canadian Securities Laws The Private Securities Litigation Reform Act of 1995 provides a ?safe harbor? for forward-looking statements to encourage companies to provide prospective information, so long as those statements are identified as forward-looking and are accompanied by meaningful ca

March 21, 2014 EX-31.D

Certifications of the CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

EX-31.D Exhibit 31(d) Certifications of the CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Cynthia J. Devine, certify that: 1. I have reviewed this Amendment No. 1 to the annual report on Form 10-K of Tim Hortons Inc.; and 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement

March 21, 2014 EX-99.1

                                       

EX-99.1 2 managementproxycircular.htm EXHIBIT 99.1                                                          

March 21, 2014 10-K/A

Tim Hortons 10-K/A (Annual Report)

10-K/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

March 21, 2014 EX-32.D

Certification of the CFO Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

EX-32.D Exhibit 32(d) Certification of the CFO Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* This certification is provided pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and accompanies the Amendment No. 1 to the annual report on Form 10-K (the ?Form 10-K/A?) for the year ended D

March 19, 2014 EX-99.2

TIM HORTONS INC. Safe Harbor Under the Private Securities Litigation Reform Act of 1995 and Canadian Securities Laws

Exhibit 99.2 TIM HORTONS INC. Safe Harbor Under the Private Securities Litigation Reform Act of 1995 and Canadian Securities Laws The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information, so long as those statements are identified as forward-looking and are accompanied by meaningful cautio

March 19, 2014 EX-99.1

Investor Conference 2014 1 Scott Bonikowsky Vice-President Corporate Affairs & Investor Relations Introduction 2 Welcome 3 Agenda — Morning Session Topic Presenter Introduction/Housekeeping Scott Bonikowsky, Vice-President Corporate Affairs & Investo

a4q13thiform8kaconferenc Investor Conference 2014 1 Scott Bonikowsky Vice-President Corporate Affairs & Investor Relations Introduction 2 Welcome 3 Agenda — Morning Session Topic Presenter Introduction/Housekeeping Scott Bonikowsky, Vice-President Corporate Affairs & Investor Relations Winning in the New Era Marc Caira, President & Chief Executive Officer Trends & Insights Bill Moir, Chief Brand & Marketing Officer Questions & Answers Lunch 4 Agenda — Afternoon Session Topic Presenter Strategic Pillars & The Ultimate Guest Experience David Clanachan, Chief Operating Officer Canada: Lead, Defend & Grow Roland Walton, President, Tim Hortons Canada U.

March 19, 2014 8-K/A

Regulation FD Disclosure, Financial Statements and Exhibits

8-K/A 1 form8-kafebruary25.htm 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2014 TIM HORTONS INC. (Exact name of registrant as specified in its charter) Canada 001-32843 98-0641955 (State or other jurisdicti

March 14, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2014 TIM HORTONS INC. (Exact name of registrant as specified in its charter) Canada 001-32843 98-0641955 (State or other jurisdiction of incorporation) (Commission File Numb

February 25, 2014 EX-32.A

Certification of the CEO Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

Exhibit 32(a) Certification of the CEO Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* This certification is provided pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and accompanies the annual report on Form 10-K (the “Form 10-K”) for the year ended December 29, 2013 of Tim Hortons I

February 25, 2014 EX-99.1

Tim Hortons outlines plans for Winning in the New Era Company unveils five-year strategic roadmap designed to create long-term profitable growth and above-market returns

Exhibit 99.1 Tim Hortons outlines plans for Winning in the New Era Company unveils five-year strategic roadmap designed to create long-term profitable growth and above-market returns • Significant room for growth in core Canadian business, plan focuses on accelerating growth over the life of the plan with new consumer and sales levers • U.S. focus on driving profitable growth in core and priority

February 25, 2014 EX-21

Jurisdiction of Incorporation or Organization

Exhibit 21 Subsidiaries of the Registrant Jurisdiction of Incorporation or Organization Name Country State/Province 1485525 Alberta Ltd.

February 25, 2014 EX-10.(Q)

TIM HORTONS INC. EXECUTIVE ANNUAL PERFORMANCE PLAN (As amended and restated effective September 28, 2009) Most Recently Amended: November 6, 2013

EX-10.(Q) 2 a4q13thiex10qexecutiveannu.htm EXHIBIT - EXECUTIVE ANNUAL PERFORMANCE PLAN Exhibit 10(q) TIM HORTONS INC. EXECUTIVE ANNUAL PERFORMANCE PLAN (As amended and restated effective September 28, 2009) Most Recently Amended: November 6, 2013 1. Purpose. The purpose of the Executive Annual Performance Plan (the “Plan”) is to enhance the ability of Tim Hortons Inc., a corporation incorporated u

February 25, 2014 EX-99

TIM HORTONS INC. Safe Harbor Under the Private Securities Litigation Reform Act of 1995 and Canadian Securities Laws

EX-99 9 a4q13exhibit99safeharborst.htm EXHIBIT - SAFE HARBOR STATEMENT Exhibit 99 TIM HORTONS INC. Safe Harbor Under the Private Securities Litigation Reform Act of 1995 and Canadian Securities Laws The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information, so long as those statements are i

February 25, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2014 TIM HORTONS INC. (Exact name of registrant as specified in its charter) Canada 001-32843 98-0641955 (State or other jurisdiction of incorporation) (Commission File N

February 25, 2014 EX-32.B

Certification of the CFO Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

Exhibit 32(b) Certification of the CFO Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* This certification is provided pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and accompanies the annual report on Form 10-K (the “Form 10-K”) for the year ended December 29, 2013 of Tim Hortons I

February 25, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2014 TIM HORTONS INC. (Exact name of registrant as specified in its charter) Canada 001-32843 98-0641955 (State or other jurisdiction of incorporation) (Commission File N

February 25, 2014 EX-31.B

Certifications of the CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 31(b) Certifications of the CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Cynthia J.

February 25, 2014 EX-99.2

TIM HORTONS INC. Safe Harbor Under the Private Securities Litigation Reform Act of 1995 and Canadian Securities Laws

EX-99.2 3 a4q13exhibit992safeharbors.htm EXHIBIT SAFE HARBOR STATEMENT Exhibit 99.2 TIM HORTONS INC. Safe Harbor Under the Private Securities Litigation Reform Act of 1995 and Canadian Securities Laws The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information, so long as those statements are

February 25, 2014 EX-31.A

Certifications of the CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 31(a) Certifications of the CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Marc Caira, certify that: 1.

February 25, 2014 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

10-K 1 a4q13thi10-k.htm 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year ended December 29, 2013 ¨ TRANSITIONAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Co

February 25, 2014 EX-99.2

TIM HORTONS INC. Safe Harbor Under the Private Securities Litigation Reform Act of 1995 and Canadian Securities Laws

EX-99.2 3 a4q13exhibit992safeharbors.htm EXHIBIT 99.2 SAFE HARBOR STATEMENT Exhibit 99.2 TIM HORTONS INC. Safe Harbor Under the Private Securities Litigation Reform Act of 1995 and Canadian Securities Laws The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information, so long as those statement

February 25, 2014 EX-99.1

Investor Conference 2014 Scott Bonikowsky Vice-President Corporate Affairs & Investor Relations Introduction Welcome Agenda — Morning Session Topic Presenter Introduction/Housekeeping Scott Bonikowsky, Vice-President Corporate Affairs & Investor Rela

thinvestorconferencexfo Investor Conference 2014 Scott Bonikowsky Vice-President Corporate Affairs & Investor Relations Introduction Welcome Agenda — Morning Session Topic Presenter Introduction/Housekeeping Scott Bonikowsky, Vice-President Corporate Affairs & Investor Relations Winning in the New Era Marc Caira, President & Chief Executive Officer Trends & Insights Bill Moir, Chief Brand & Marketing Officer Questions & Answers Lunch Agenda — Afternoon Session Topic Presenter Strategic Pillars & The Ultimate Guest Experience David Clanachan, Chief Operating Officer Canada: Lead, Defend & Grow Roland Walton, President, Tim Hortons Canada U.

February 20, 2014 EX-99.1

Tim Hortons Inc. announces 2013 fourth quarter results: Same-store sales growth finished ahead of full year Quarterly dividend increased 23.1% to $0.32 per common share; New share repurchase program of up to $440 million announced Financial & Sales H

Exhibit 99.1 FOR IMMEDIATE RELEASE (Unaudited. All amounts in Canadian dollars and presented in accordance with U.S. GAAP.) Tim Hortons Inc. announces 2013 fourth quarter results: Same-store sales growth finished ahead of full year Quarterly dividend increased 23.1% to $0.32 per common share; New share repurchase program of up to $440 million announced Financial & Sales Highlights Performance Q4 2

February 20, 2014 EX-99.2

Tim Hortons Inc. increases quarterly dividend by 23.1% and declares a dividend of $0.32 per common share

EX-99.2 3 a4q13thiex992dividenddecla.htm EXHIBIT - DIVIDEND DECLARATION Exhibit 99.2 FOR IMMEDIATE RELEASE (All amounts in Canadian dollars) Tim Hortons Inc. increases quarterly dividend by 23.1% and declares a dividend of $0.32 per common share OAKVILLE, ONTARIO, (February 20, 2014): Tim Hortons Inc. (TSX: THI, NYSE: THI) today announced that the Board of Directors has approved a 23.1% increase i

February 20, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 20, 2014 TIM HORTONS INC. (Exact name of registrant as specified in its charter) Canada 001-32843 98-0641955 (State or other jurisdiction of incorporation) (Commission File N

February 20, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits - 8-K - CONFERENCE CALL SLIDES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 20, 2014 TIM HORTONS INC. (Exact name of registrant as specified in its charter) Canada 001-32843 98-0641955 (State or other jurisdiction of incorporation) (Commission File N

February 20, 2014 EX-99.4

TIM HORTONS INC. Safe Harbor Under the Private Securities Litigation Reform Act of 1995 and Canadian Securities Laws

Exhibit 99.4 TIM HORTONS INC. Safe Harbor Under the Private Securities Litigation Reform Act of 1995 and Canadian Securities Laws The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information, so long as those statements are identified as forward-looking and are accompanied by meaningful cautio

February 20, 2014 EX-99.3

Tim Hortons Inc. announces new share repurchase program for up to $440 million in common shares

Exhibit 99.3 FOR IMMEDIATE RELEASE (All amounts in Canadian dollars) Tim Hortons Inc. announces new share repurchase program for up to $440 million in common shares OAKVILLE, ONTARIO, (February 20, 2014): Tim Hortons Inc. (TSX: THI, NYSE: THI) today announced that it plans to commence a new share repurchase program for up to $440 million in common shares. The Company has obtained regulatory approv

February 20, 2014 EX-99.2

TIM HORTONS INC. Safe Harbor Under the Private Securities Litigation Reform Act of 1995 and Canadian Securities Laws

EX-99.2 3 a4q13thiex992safeharbor.htm EXHIBIT - SAFE HARBOUR Exhibit 99.2 TIM HORTONS INC. Safe Harbor Under the Private Securities Litigation Reform Act of 1995 and Canadian Securities Laws The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information, so long as those statements are identifie

February 20, 2014 EX-99.1

2013 Fourth Quarter & Year-End Conference Call S p e a k e r s ( i n s e q u e n c e ) Scott Bonikowsky Vice Pres ident , Corporate, Publ ic & Government Affa i rs Marc Caira Pres ident & Chief Execut ive Off icer Cynthia Devine Chief F inanc ia l Of

thiq42013conferencecalls 2013 Fourth Quarter & Year-End Conference Call S p e a k e r s ( i n s e q u e n c e ) Scott Bonikowsky Vice Pres ident , Corporate, Publ ic & Government Affa i rs Marc Caira Pres ident & Chief Execut ive Off icer Cynthia Devine Chief F inanc ia l Off icer 2 Certain information in this presentation, including information regarding future economic performance, finances, and plans, expectations, objectives and targets of management, constitutes forward-looking information within the meaning of Canadian securities laws and forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

February 13, 2014 SC 13G/A

THI / Tim Hortons, Inc. / PRICE T ROWE ASSOCIATES INC /MD/ - THI AS OF 12/31/2013 Passive Investment

SC 13G/A 1 thi13gadec13.htm THI AS OF 12/31/2013 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* TIM HORTONS INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 88706M103 (CUSIP Number) December 31, 2013 (Date of Event which Requires Filing of Statement) Check the appropriate box to desig

December 5, 2013 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 29, 2013 TIM HORTONS INC. (Exact name of registrant as specified in its charter) Canada 001-32843 98-0641955 (State or other jurisdiction of incorporation) (Commission File N

December 5, 2013 EX-4.1

Second Supplemental Trust Indenture, dated November 29, 2013, by and between Tim Hortons Inc. and BNY Trust Company of Canada, as trustee.

Exhibit 4.1 TIM HORTONS INC. and BNY TRUST COMPANY OF CANADA SECOND SUPPLEMENTAL TRUST INDENTURE Dated as of November 29, 2013 Supplementing the Trust Indenture dated as of June 1, 2010 between Tim Hortons Inc. and BNY Trust Company of Canada and providing for the issue of 4.52% Senior Unsecured Notes, Series 2, due December 1, 2023 in the aggregate principal amount of Cdn.$450,000,000 TABLE OF CO

December 5, 2013 EX-99.2

TIM HORTONS INC. Safe Harbor Under the Private Securities Litigation Reform Act of 1995 and Canadian Securities Laws

Exhibit 99.2 TIM HORTONS INC. Safe Harbor Under the Private Securities Litigation Reform Act of 1995 and Canadian Securities Laws The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information, so long as those statements are identified as forward-looking and are accompanied by meaningful cautio

December 5, 2013 EX-4.2

Supplement to Guarantee, dated November 29, 2013, from The TDL Group Corp. in favor of BNY Trust Company of Canada, as trustee.

Exhibit 4.2 SUPPLEMENT TO GUARANTEE TO: BNY TRUST COMPANY OF CANADA as trustee (the “Trustee”) under a Trust Indenture (as the same may be supplemented amended restated or replaced from time to time, the “Trust Indenture”) dated as of June 1, 2010 providing for the issuance of Notes (as defined therein) of Tim Hortons Inc. (the “Obligor”). THIS SUPPLEMENT TO GUARANTEE is made as of this 29th day o

December 5, 2013 EX-99.1

Tim Hortons Inc. announces pricing of private offering of $450 million of senior unsecured notes

1 Exhibit 99.1 FOR IMMEDIATE RELEASE (All amounts in Canadian dollars) Not for release over U.S. newswire services or dissemination in the U.S. Tim Hortons Inc. announces pricing of private offering of $450 million of senior unsecured notes OAKVILLE, ONTARIO, (November 27, 2013): Tim Hortons Inc. (NYSE: THI, TSX: THI) today announced that it has priced an offering of $450 million principal amount

November 15, 2013 SC 13D/A

THI / Tim Hortons, Inc. / SCOUT CAPITAL MANAGEMENT LLC - AMENDMENT NO. 2 TO SCHEDULE 13D Activist Investment

Amendment No. 2 to Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)1 Tim Hortons Inc. (Name of Issuer) Common Shares, without par value (Title of Class of Securities) 88706M103 (CUSIP Number) Erin Ross Scout Capital Management, L.L.C. Managing Director General Counsel & Chief Compliance Off

November 15, 2013 EX-99.4

LIST OF TRANSACTIONS IN ISSUER’S COMMON SHARES EFFECTED BY THE REPORTING PERSONS IN THE LAST 60 DAYS Trade Date Transaction Type Fund Quantity Price (not including commission) 10/1/2013 Sell Scout Capital Master Fund, Ltd. 39,500 57.82 10/1/2013 Buy

EX-99.4 Exhibit 4 LIST OF TRANSACTIONS IN ISSUER’S COMMON SHARES EFFECTED BY THE REPORTING PERSONS IN THE LAST 60 DAYS Trade Date Transaction Type Fund Quantity Price (not including commission) 10/1/2013 Sell Scout Capital Master Fund, Ltd. 39,500 57.82 10/1/2013 Buy Scout Capital Long Term Master, Ltd. 39,500 57.82 10/14/2013 Sell Scout Capital Master Fund, Ltd. 5,994 58.36 10/14/2013 Sell Scout

November 7, 2013 8-K/A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2013 TIM HORTONS INC. (Exact name of registrant as specified in its charter) Canada 001-32843 98-0641955 (State or other jurisdiction of incorporation) (Commission File Nu

November 7, 2013 EX-31.A

/s/ MARC CAIRA Name: Marc Caira Title: Chief Executive Officer

Exhibit 31(a) CERTIFICATIONS I, Marc Caira, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Tim Hortons Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to

November 7, 2013 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2013 TIM HORTONS INC. (Exact name of registrant as specified in its charter) Canada 001-32843 98-0641955 (State or other jurisdiction of incorporation) (Commission File Nu

November 7, 2013 8-K

Regulation FD Disclosure, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2013 TIM HORTONS INC. (Exact name of registrant as specified in its charter) Canada 001-32843 98-0641955 (State or other jurisdiction of incorporation) (Commission File Nu

November 7, 2013 EX-99

TIM HORTONS INC. Safe Harbor Under the Private Securities Litigation Reform Act of 1995 and Canadian Securities Laws

Exhibit 99 TIM HORTONS INC. Safe Harbor Under the Private Securities Litigation Reform Act of 1995 and Canadian Securities Laws The Private Securities Litigation Reform Act of 1995 provides a ?safe harbor? for forward-looking statements to encourage companies to provide prospective information, so long as those statements are identified as forward-looking and are accompanied by meaningful cautiona

November 7, 2013 EX-99.1

Tim Hortons Inc. announces 2013 third quarter results: Continued progress in same-store sales and EPS growth Financial & Sales Highlights Performance Q3 2013 Q3 2012 % Year-over-Year Change YTD 2013 Total revenues $ 825.4 $ 802.0 2.9% $ 2,357.0 Opera

Exhibit 99.1 FOR IMMEDIATE RELEASE (Unaudited. All amounts in Canadian dollars and presented in accordance with U.S. GAAP.) Tim Hortons Inc. announces 2013 third quarter results: Continued progress in same-store sales and EPS growth Financial & Sales Highlights Performance Q3 2013 Q3 2012 % Year-over-Year Change YTD 2013 Total revenues $ 825.4 $ 802.0 2.9% $ 2,357.0 Operating income $ 168.8 $ 153.

November 7, 2013 EX-10.B

- 1 -

- 1 - Exhibit 10(b) 2013 RSU VP LEVEL AND UP (CANADA) Participant Name (“Grantee”): Marc Caira Employee Number: [Redacted] Grant Name: 2013 P+RSU - August 2013 Date of Grant: August 13, 2013 Expiration Date: December 1, 2015 Award Type: Share Units Total Award: 16,311 Vest Schedule – RSUs Vest Date Vest Quantity November 15, 2015 16,311 RESTRICTED STOCK UNIT AWARD AGREEMENT (with related Dividend Equivalent Rights) Tim Hortons Inc.

November 7, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 29, 2013 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

November 7, 2013 EX-99.2

Tim Hortons Inc. declares quarterly dividend of $0.26 per common share

Exhibit 99.2 FOR IMMEDIATE RELEASE (All amounts in Canadian dollars) Tim Hortons Inc. declares quarterly dividend of $0.26 per common share OAKVILLE, ONTARIO, (November 7, 2013): Tim Hortons Inc. (TSX: THI, NYSE: THI) today announced the Board of Directors has declared a dividend of $0.26 per common share payable to shareholders of record as of November 25, 2013. The dividend is payable on Decembe

November 7, 2013 EX-31.B

/s/ CYNTHIA J. DEVINE Name: Cynthia J. Devine Title: Chief Financial Officer

Exhibit 31(b) CERTIFICATIONS I, Cynthia J. Devine, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Tim Hortons Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with resp

November 7, 2013 EX-32.B

Certification of CFO Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *

Exhibit 32(b) Certification of CFO Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 * This certification is provided pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and accompanies the quarterly report on Form 10-Q (the “Form 10-Q”) for the quarter ended September 29, 2013 of Tim Horto

November 7, 2013 EX-99.1

2013 Third Quarter Conference Call S p e a k e r s ( i n s e q u e n c e ) Scott Bonikowsky Vice Pres ident , Corporate, Publ ic & Government Affa i rs Marc Caira Pres ident & Chief Execut ive Off icer Cynthia Devine Chief F inanc ia l Off icer 2 Cer

EX-99.1 2 thiq32013conferencecalls.htm EXHIBIT 99.1 2013 Third Quarter Conference Call S p e a k e r s ( i n s e q u e n c e ) Scott Bonikowsky Vice Pres ident , Corporate, Publ ic & Government Affa i rs Marc Caira Pres ident & Chief Execut ive Off icer Cynthia Devine Chief F inanc ia l Off icer 2 Certain information in this presentation, particularly information regarding future economic performa

November 7, 2013 EX-32.A

Certification of CEO Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *

Exhibit 32(a) Certification of CEO Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 * This certification is provided pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and accompanies the quarterly report on Form 10-Q (the “Form 10-Q”) for the quarter ended September 29, 2013 of Tim Horto

November 7, 2013 EX-10.A

Tim Hortons Inc. Nonqualified Stock Option Award Agreement, dated August 13, 2013, between Tim Hortons Inc. and Marc Caira.

- 1 - Exhibit 10(a) 2013 OPTION/SAR AWARD AGREEMENT (CANADA) Participant Name (?Grantee?): Marc Caira Employee Number: [Redacted] Grant Name: 2013 Option/SAR - August 2013 Date of Grant: August 13, 2013 Expiration Date: May 15, 2020 Option Price: Cdn.

November 7, 2013 EX-99.3

TIM HORTONS INC. Safe Harbor Under the Private Securities Litigation Reform Act of 1995 and Canadian Securities Laws

Exhibit 99.3 TIM HORTONS INC. Safe Harbor Under the Private Securities Litigation Reform Act of 1995 and Canadian Securities Laws The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information, so long as those statements are identified as forward-looking and are accompanied by meaningful cautio

October 9, 2013 EX-99.1

TIM HORTONS INC. Safe Harbor Under the Private Securities Litigation Reform Act of 1995 and Canadian Securities Laws

EX-99.1 Exhibit 99.1 TIM HORTONS INC. Safe Harbor Under the Private Securities Litigation Reform Act of 1995 and Canadian Securities Laws The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information, so long as those statements are identified as forward-looking and are accompanied by meaningfu

October 9, 2013 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2013 TIM HORTONS INC. (Exact name of registrant as specified in its charter) Canada 001-32843 98-0641955 (State or other jurisdiction of incorporation) (Commission

October 9, 2013 EX-10.1

SUPPLEMENTAL SENIOR REVOLVING FACILITY CREDIT AGREEMENT dated as of October 4, 2013 TIM HORTONS INC. as Borrower THE LENDERS FROM TIME TO TIME PARTIES HERETO as Lenders ROYAL BANK OF CANADA as Administrative Agent THE TORONTO-DOMINION BANK AND THE BA

EX-10.1 Exhibit 10.1 EXECUTION VERSION SUPPLEMENTAL SENIOR REVOLVING FACILITY CREDIT AGREEMENT dated as of October 4, 2013 among TIM HORTONS INC. as Borrower and THE LENDERS FROM TIME TO TIME PARTIES HERETO as Lenders and ROYAL BANK OF CANADA as Administrative Agent and THE TORONTO-DOMINION BANK AND THE BANK OF NOVA SCOTIA as Co-Syndication Agents and BANK OF MONTREAL as Documentation Agent and RB

August 12, 2013 EX-99.1

Tim Hortons

EX-99.1 Exhibit 99.1 Tim Hortons Q2 2013 Investor Update SAFE HARBOR STATEMENT Certain information in this presentation, particularly information regarding future economic performance, finances, and plans, expectations and objectives of management, and other information, constitutes forward-looking information within the meaning of Canadian securities laws and forward-looking statements within the

August 12, 2013 EX-99.2

TIM HORTONS INC. Safe Harbor Under the Private Securities Litigation Reform Act of 1995 and Canadian Securities Laws

Exhibit 99.2 TIM HORTONS INC. Safe Harbor Under the Private Securities Litigation Reform Act of 1995 and Canadian Securities Laws The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information, so long as those statements are identified as forward-looking and are accompanied by meaningful cautio

August 12, 2013 8-K

Regulation FD Disclosure, Financial Statements and Exhibits - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2013 TIM HORTONS INC. (Exact name of registrant as specified in its charter) Canada 001-32843 98-0641955 (State or other jurisdiction of incorporation) (Commission File

August 12, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2013 TIM HORTONS INC. (Exact name of registrant as specified in its charter) Canada 001-32843 98-0641955 (State or other jurisdiction of incorporation) (Commission

August 8, 2013 EX-99.3

Tim Hortons Inc. amends Normal Course Issuer Bid to repurchase up to 10% of its common shares

EX-99.3 Exhibit 99.3 FOR IMMEDIATE RELEASE (All amounts in Canadian dollars) Tim Hortons Inc. amends Normal Course Issuer Bid to repurchase up to 10% of its common shares OAKVILLE, ONTARIO, (August 8th, 2013): Tim Hortons Inc. (TSX: THI, NYSE: THI) today announced that it has obtained regulatory approval from the Toronto Stock Exchange (“TSX”) to amend its Normal Course Issuer Bid (“NCIB”) to remo

August 8, 2013 EX-32.(A)

Certification of CEO Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *

EX-32.(a) Exhibit 32(a) Certification of CEO Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 * This certification is provided pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and accompanies the quarterly report on Form 10-Q (the “Form 10-Q”) for the quarter ended March 31, 2013 of Tim

August 8, 2013 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

8-K 1 d580274d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2013 TIM HORTONS INC. (Exact name of registrant as specified in its charter) Canada 001-32843 98-0641955 (State or other jurisdiction of incorp

August 8, 2013 EX-10.(D)

AMENDED AND RESTATED PERSONAL SUPPLEMENTAL EXECUTIVE RETIREMENT SAVINGS PLAN ADOPTED TO BE EFFECTIVE JANUARY 1, 2009; MOST RECENTLY AMENDED ON MAY 8, 2013

EX-10.(D) 2 d549491dex10d.htm EX-10.(D) Exhibit 10(d) AMENDED AND RESTATED PERSONAL SUPPLEMENTAL EXECUTIVE RETIREMENT SAVINGS PLAN ADOPTED TO BE EFFECTIVE JANUARY 1, 2009; MOST RECENTLY AMENDED ON MAY 8, 2013 Table of Contents Section 1—Establishment and Purpose 1 Section 2—Definitions 1 Section 3—Participation 6 Section 4—Payments To Vested Accounts 7 Section 5—Vested Accounts, Tax Free Savings A

August 8, 2013 EX-99.1

Tim Hortons

Tim Hortons Tim Hortons 2013 Second Quarter Conference Call 2013 Second Quarter Conference Call Building from Strength Exhibit 99.

August 8, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001

August 8, 2013 EX-99.1

Tim Hortons Inc. announces 2013 second quarter results: Same-store sales return to positive growth; solid earnings performance Updated capital structure announced to include planned recapitalization and expanded share repurchase program Financial & S

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE (Unaudited. All amounts in Canadian dollars and presented in accordance with U.S. GAAP.) Tim Hortons Inc. announces 2013 second quarter results: Same-store sales return to positive growth; solid earnings performance Updated capital structure announced to include planned recapitalization and expanded share repurchase program Financial & Sales Highlights Pe

August 8, 2013 EX-31.(B)

CERTIFICATIONS

EX-31.(b) Exhibit 31(b) CERTIFICATIONS I, Cynthia J. Devine, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Tim Hortons Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading

August 8, 2013 EX-99.4

TIM HORTONS INC. Safe Harbor Under the Private Securities Litigation Reform Act of 1995 and Canadian Securities Laws

EX-99.4 5 d580274dex994.htm EX-99.4 Exhibit 99.4 TIM HORTONS INC. Safe Harbor Under the Private Securities Litigation Reform Act of 1995 and Canadian Securities Laws The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information, so long as those statements are identified as forward-looking and

August 8, 2013 EX-31.(A)

CERTIFICATIONS

EX-31.(a) Exhibit 31(a) CERTIFICATIONS I, Marc Caira, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Tim Hortons Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with r

August 8, 2013 EX-99

TIM HORTONS INC. Safe Harbor Under the Private Securities Litigation Reform Act of 1995 and Canadian Securities Laws

Exhibit 99 TIM HORTONS INC. Safe Harbor Under the Private Securities Litigation Reform Act of 1995 and Canadian Securities Laws The Private Securities Litigation Reform Act of 1995 provides a ?safe harbor? for forward-looking statements to encourage companies to provide prospective information, so long as those statements are identified as forward-looking and are accompanied by meaningful cautiona

August 8, 2013 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 d580399d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2013 TIM HORTONS INC. (Exact name of registrant as specified in its charter) Canada 001-32843 98-0641955 (State or other jurisdiction of incorp

August 8, 2013 EX-99.2

Tim Hortons Inc. declares quarterly dividend of $0.26 per common share

EX-99.2 Exhibit 99.2 FOR IMMEDIATE RELEASE (All amounts in Canadian dollars) Tim Hortons Inc. declares quarterly dividend of $0.26 per common share OAKVILLE, ONTARIO, (August 8th, 2013): Tim Hortons Inc. (TSX: THI, NYSE: THI) today announced the Board of Directors has declared a dividend of $0.26 per common share payable to shareholders of record as of August 19th, 2013. The dividend is payable on

August 8, 2013 EX-32.(B)

Certification of CFO Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *

EX-32.(b) Exhibit 32(b) Certification of CFO Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 * This certification is provided pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and accompanies the quarterly report on Form 10-Q (the “Form 10-Q”) for the quarter ended March 31, 2013 of Tim

June 25, 2013 SC 13D/A

THI / Tim Hortons, Inc. / SCOUT CAPITAL MANAGEMENT LLC - AMENDMENT NO.1 TO SCHEDULE 13D Activist Investment

Amendment No.1 to Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)1 Tim Hortons Inc. (Name of Issuer) Common Shares, without par value (Title of Class of Securities) 88706M103 (CUSIP Number) Erin Ross Scout Capital Management, L.L.C. Managing Director General Counsel & Chief Compliance Offi

June 25, 2013 EX-3

4 Appendix A Scout Capital Management, L.L.C.

EX-3 Exhibit 3 June 25, 2013 The Board of Directors c/o Mr. Paul D. House Executive Chairman, CEO and President Tim Hortons Inc. 874 Sinclair Rd. Oakville, ON L6K 2Y1 Canada Dear Board Members: Scout Capital Management, L.L.C. (“Scout”), through entities it manages, currently owns or controls 8,400,000 shares, representing a 5.5% equity interest, in Tim Hortons Inc. (“Tim Hortons” or the “Company”

June 17, 2013 SC 13D

THI / Tim Hortons, Inc. / SCOUT CAPITAL MANAGEMENT LLC - SCHEDULE 13D Activist Investment

Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )1 Tim Hortons Inc. (Name of Issuer) Common Shares, without par value (Title of Class of Securities) 88706M103 (CUSIP Number) Erin Ross Scout Capital Management, L.L.C. Managing Director General Counsel & Chief Compliance Officer 317 University

June 17, 2013 EX-2

LIST OF TRANSACTIONS IN ISSUER’S COMMON SHARES EFFECTED BY THE REPORTING PERSONS IN THE LAST 60 DAYS Trade Date Transaction Type Fund Quantity Price (not including commission) 4/18/2013 Buy Scout Capital Partners II, L.P. 29681 53.25 4/18/2013 Buy Sc

EX-2 Exhibit 2 LIST OF TRANSACTIONS IN ISSUER’S COMMON SHARES EFFECTED BY THE REPORTING PERSONS IN THE LAST 60 DAYS Trade Date Transaction Type Fund Quantity Price (not including commission) 4/18/2013 Buy Scout Capital Partners II, L.

June 17, 2013 EX-1

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

EX-1 2 d555062dex1.htm EX-1 Exhibit 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition st

May 14, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - FORM 8-K

FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2013 TIM HORTONS INC. (Exact name of registrant as specified in its charter) Canada 001-32843 98-0641955 (State or other jurisdiction of incorporation) (Commission Fil

May 14, 2013 EX-99

TIM HORTONS INC. Safe Harbor Under the Private Securities Litigation Reform Act of 1995 and Canadian Securities Laws

EX-99 5 d535875dex99.htm EX-99 Exhibit 99 TIM HORTONS INC. Safe Harbor Under the Private Securities Litigation Reform Act of 1995 and Canadian Securities Laws The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information, so long as those statements are identified as forward-looking and are acc

May 14, 2013 EX-10.1

Page 2. Provision Employment Terms Commentary • Participation in the EAPP shall be subject to the Company’s practices and procedures as they may exist from time to time including, without limitation, the attainment of performance objectives and other

EX-10.1 Exhibit 10.1 Marc Caira Hand-Delivered Dear Mr. Caira: Re: Offer of Employment as President and Chief Executive Officer We are pleased to offer you a permanent, full-time position with Tim Hortons Inc. (the “Company” or “THI”) as President and Chief Executive Officer, reporting to our Board of Directors. Scope of Employment As President and Chief Executive Officer, you shall undertake thos

May 14, 2013 EX-10.2

EMPLOYMENT AND POST-EMPLOYMENT COVENANTS AGREEMENT

EX-10.2 3 d535875dex102.htm EX-10.2 Exhibit 10.2 EMPLOYMENT AND POST-EMPLOYMENT COVENANTS AGREEMENT THIS AGREEMENT (“Agreement”) made effective as of July 2, 2013 (the “Effective Date”), BETWEEN: TIM HORTONS INC., a corporation governed by the Canada Business Corporations Act (hereinafter referred to as the “Corporation”), - and - MARC CAIRA (hereinafter referred to as the “Executive”), of the Cit

May 14, 2013 EX-10.3

CHANGE IN CONTROL AGREEMENT TIM HORTONS INC. MARC CAIRA

EX-10.3 Exhibit 10.3 CHANGE IN CONTROL AGREEMENT Between TIM HORTONS INC. And MARC CAIRA This Agreement is made and entered into effective as of July 2, 2013, by and between TIM HORTONS INC., a corporation governed by the Canada Business Corporations Act (the “EMPLOYER”) and Marc Caira, an individual (the “EXECUTIVE”), who are the parties to this Agreement. RECITALS (1) The EMPLOYER and certain of

May 10, 2013 8-K

Submission of Matters to a Vote of Security Holders - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2013 TIM HORTONS INC. (Exact name of registrant as specified in its charter) Canada 001-32843 98-0641955 (State or other jurisdiction of incorporation) (Commission File Num

May 8, 2013 EX-99.1

Tim Hortons Inc. announces 2013 first quarter results: Global foodservices and beverage leader Marc Caira appointed new President and CEO New products performing well; first quarter sales constrained by weather and challenging industry conditions Fin

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE (Unaudited. All amounts in Canadian dollars and presented in accordance with U.S. GAAP.) Tim Hortons Inc. announces 2013 first quarter results: Global foodservices and beverage leader Marc Caira appointed new President and CEO New products performing well; first quarter sales constrained by weather and challenging industry conditions Financial & Sales Hig

May 8, 2013 EX-99.2

Tim Hortons Inc. announces appointment of Marc Caira as new President and CEO: Seasoned Nestlé SA global foodservices executive to join Tim Hortons in July 2013

EX-99.2 Exhibit 99.2 Tim Hortons Inc. announces appointment of Marc Caira as new President and CEO: Seasoned Nestlé SA global foodservices executive to join Tim Hortons in July 2013 (OAKVILLE, ON, May 8, 2013) - Tim Hortons Inc. (TSX: THI, NYSE: THI) today announced the appointment of Marc Caira as President and CEO, effective July 2nd, 2013. He replaces Paul House, who will become non-Executive C

May 8, 2013 8-K

- 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2013 TIM HORTONS INC. (Exact name of registrant as specified in its charter) Canada 001-32843 98-0641955 (State or other jurisdiction of incorporation) (Commission File Num

May 8, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00

May 8, 2013 EX-31.A

CERTIFICATIONS

EX-31(a) Exhibit 31(a) CERTIFICATIONS I, Paul D. House, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Tim Hortons Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with

May 8, 2013 EX-32.A

Certification of CEO Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *

EX-32(a) Exhibit 32(a) Certification of CEO Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 * This certification is provided pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and accompanies the quarterly report on Form 10-Q (the “Form 10-Q”) for the quarter ended March 31, 2013 of Tim

May 8, 2013 EX-99.4

TIM HORTONS INC. Safe Harbor Under the Private Securities Litigation Reform Act of 1995 and Canadian Securities Laws

EX-99.4 Exhibit 99.4 TIM HORTONS INC. Safe Harbor Under the Private Securities Litigation Reform Act of 1995 and Canadian Securities Laws The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information, so long as those statements are identified as forward-looking and are accompanied by meaningfu

May 8, 2013 EX-10.B

Vest Date

EX-10.B 2 d509895dex10b.htm EX-10.B Exhibit 10(b) [Note: Text in [ ] is only included in agreements with individuals employed by U.S. subsidiaries of Tim Hortons Inc. Text in { } is only included in agreements with individuals employed by Tim Hortons Inc.] Form of Restricted Stock Unit Award Agreement (2013 Award – NEOs, VPs and Up) Participant Name (“Grantee”): Employee Number: Grant Name: Date o

May 8, 2013 EX-32.B

Certification of CFO Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *

EX-32(b) Exhibit 32(b) Certification of CFO Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 * This certification is provided pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and accompanies the quarterly report on Form 10-Q (the “Form 10-Q”) for the quarter ended March 31, 2013 of Tim

May 8, 2013 EX-10.C

Tim Hortons Inc. Form of Nonqualified Stock Option Award Agreement under the 2012 Stock Incentive Plan (2013 Award).

Exhibit 10(c) [Note: Text in [ ] is only included in agreements with individuals employed by U.

May 8, 2013 EX-99.3

Tim Hortons Inc. declares quarterly dividend of $0.26 per common share

EX-99.3 Exhibit 99.3 FOR IMMEDIATE RELEASE (All amounts in Canadian dollars) Tim Hortons Inc. declares quarterly dividend of $0.26 per common share OAKVILLE, ONTARIO, (May 8th, 2013): Tim Hortons Inc. (TSX: THI, NYSE: THI) today announced the Board of Directors has declared a dividend of $0.26 per common share payable to shareholders of record as of May 23rd, 2013. The dividend is payable on June

May 8, 2013 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2013 TIM HORTONS INC. (Exact name of registrant as specified in its charter) Canada 001-32843 98-0641955 (State or other jurisdiction of incorporation) (Commission File Number)

May 8, 2013 EX-31.B

CERTIFICATIONS

EX-31(b) Exhibit 31(b) CERTIFICATIONS I, Cynthia J. Devine, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Tim Hortons Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading

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