TIM HORTONS INC. DISCLOSURE COMMITTEE CHARTER. Adopted October 27, 2009 (Most Recently Revised: November 2013)

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1 TIM HORTONS INC. DISCLOSURE COMMITTEE CHARTER Adopted October 27, 2009 (Most Recently Revised: November 2013) The Corporation s objective is to provide accurate and complete information to shareholders and the investment community that fairly presents the Corporation s financial condition and results of operations, as well as other material information, in all material respects in compliance with all requirements of applicable securities laws and the New York Stock Exchange and Toronto Stock Exchange. In order to assist the Chief Executive Officer and Chief Financial Officer (the CEO/CFO ) in the discharge of their express responsibility to design, establish, maintain, review and evaluate the Corporation s disclosure controls and procedures, the Corporation has established a Disclosure Committee (collectively and individually, the Committee ). As used herein, the phrase disclosure controls and procedures means controls and other procedures that are designed so that the information required to be disclosed in reports filed with the Securities and Exchange Commission (the SEC ) and Canadian securities regulators (together with the SEC, the Regulators ) is recorded, processed, summarized and reported accurately and within the time periods specified in applicable securities legislation. The Corporation s identified disclosure controls and procedures are set forth in the disclosure checklists ( Disclosure Checklists ) described in the Corporation s Disclosure Controls and Procedures Policy (the DCP Policy ). I. Purpose The purpose of the Committee is to assist the Corporation in fulfilling its disclosure objective (as stated above) and to assist the CEO/CFO in the discharge of their responsibility to design, establish, maintain, review and evaluate the Corporation s disclosure controls and procedures. II. Committee Members The members of the Committee shall be determined by the CEO/CFO from time to time and be reviewed on an annual basis. Notwithstanding the foregoing, the composition of the Committee shall at all times include the CFO and a senior member of the Legal Department. The CEO/CFO may designate one or more officers or employees of the Corporation as alternate members of the Committee, who may replace any absent or disqualified member at any meetings of the Committee. Other employees of the Corporation whose functional areas could materially affect the Corporation s financial condition and results of operations will be asked to review sections of draft reports and participate in discussions of disclosure controls and procedures, where appropriate. The Corporation s CFO shall serve as Chair of the Committee and be responsible for updating and informing the CEO should he or she be unable to attend. The current members of the Committee are set forth on Schedule A, attached hereto. If special circumstances require response or action such that it is not practicable to convene a meeting of the Committee where a meeting would otherwise be called for under this Charter, the CEO/CFO may assume any or all of the responsibilities of the Committee identified in this LEGAL-#7003-v12-Amended_and_Restated_Disclosure_Committee_Charter.doc

2 Charter, provided that a representative of the Legal Department and, if applicable, the Corporate, Public and Government Affairs Department has been consulted and advised that such action by the CEO/CFO is appropriate under the circumstances. III. Responsibilities of the Committee The Committee shall assist the CEO/CFO in fulfilling their responsibility for oversight of the accuracy and timeliness of the disclosures made by the Corporation by being responsible for the following tasks, in each case subject to the supervision and oversight of the CEO/CFO: Design, establish, review, evaluate and revise as necessary the disclosure controls and procedures, which may include procedures currently used by the Corporation, that are created such that: (i) the information required by the Corporation to be disclosed to the Regulators and other written information that the Corporation will disclose to the investment community, is recorded, processed, assessed and reported accurately and on a timely basis, and (ii) the information is accumulated and communicated to the Corporation s management, including the CEO/CFO, as appropriate, to allow timely decisions regarding such required disclosure; Monitor the integrity and effectiveness of the Corporation s disclosure controls and procedures; Review and comment on the Corporation s: (i) periodic and current reports, proxy circulars (proxy statements), material change reports, information statements, registration statements, business acquisition reports and any other information filed with the Regulators, (ii) news releases containing financial information, earnings releases, earnings guidance, information about material acquisitions or dispositions or other information material to the Corporation s security holders, (iii) correspondence containing financial information broadly disseminated to the public, and (iv) disclosure policies for financial information displayed on the Corporation s website, conference call scripts, management presentations, and other matters addressed by the Corporation s Disclosure Policy; Evaluate the integrity and effectiveness of the Corporation s disclosure controls and procedures prior to the filing of each quarterly and annual report with the Regulators; and Discuss with the CEO/CFO all relevant information concerning the Committee s proceedings, the preparation of regulatory filings and other disclosure documents as set forth above and the Committee s evaluation of the effectiveness of the Corporation s disclosure controls and procedures. The Committee shall also have such other responsibilities as the CEO/CFO may assign to it from time to time. Disclosure Control Considerations The Committee shall base its review, evaluation and revision (as and when necessary) of the disclosure controls and procedures on the following factors: 2

3 Control Environment: The directives of the Board and Audit Committee; the integrity and ethical values of the Corporation s officers and employees, including the tone at the top ; the Corporation s Standards of Business Practices and the Directors Code of Conduct; and the philosophy and operating style of management, including how employees are organized and how authority is delegated. Risk Assessment: The identification and analysis of relevant risks to achieving the goal of accurate and timely disclosure, forming a basis for determining how the risks should be managed. Control Activities: The procedures designed so that necessary actions are taken to address and handle risks to achievement of disclosure objectives. Information and Communication: The accumulation, delivery and communication of financial information throughout (i.e., up, down and across) the organization. Monitoring: The assessment of the design and effectiveness of the financial reporting systems over time through ongoing monitoring and separate evaluations, including through regular management supervision and reporting of deficiencies upstream. The members of the Committee are charged with these responsibilities as ongoing; nothing in this Charter is intended to suggest that the discharge of responsibilities is dependent upon or limited to formal meetings of the Committee or that every member of the Committee must be involved in the discharge of all of the responsibilities hereunder. Rather, each member is charged with the discharge of these responsibilities according to his or her expertise and area of accountability, as and where appropriate to specific disclosure documents particularly and to disclosure controls and procedures generally; provided, however, that the Legal Department must be consulted in connection with all significant disclosure matters, including but not limited to those containing financial information, and all significant considerations in connection with disclosure controls and procedures, as described in the DCP Policy, in accordance with the terms of the Disclosure Policy, and/or otherwise. In fulfilling these duties and responsibilities as part of their job functions, individual members of the Committee may consult with one or more other members of the Committee or other persons, as needed. Further, any member of the Committee may bring any matter within the duties and responsibilities of the Committee, whether being performed by one or more of the members of the Committee, or others, to the attention to the full Committee for consideration. IV. Committee Operations In discharging its duties, the Committee shall act in accordance with the Corporation s DCP Policy and Disclosure Policy and shall have full access to all Corporation books, records, facilities and personnel, including the internal auditors. Members of the Committee will include accountants, lawyers or holders of advanced degrees (e.g., MBA) and others who are or become familiar with disclosure requirements and have expertise regarding the Regulators disclosure regulations. 3

4 Members of the Committee will monitor the disclosures made by other companies in the same industry, research analysts reports and media commentary on the Corporation s disclosures. One of the members of the Committee shall oversee and document compliance with the timelines and responsibilities described in the Disclosure Checklists. One or more members of the Committee shall coordinate drafting of the annual report, quarterly reports, and other disclosure documents. Such individual(s) shall be, together with such other persons as the Committee shall designate, responsible for integrating the sections of each report prepared by the various preparers into a complete document and obtaining, coordinating and incorporating comments on initial and subsequent drafts from internal and external reviewers. Where appropriate, the Committee may require that the person(s) responsible for drafting the disclosure documents provide and maintain appropriate evidence that substantiates the accuracy of the statements made, including that there are no omissions that make statements made in disclosure documents misleading. If any information is provided to the Committee that is inconsistent with the understanding or expectations of others involved in the process, supporting materials should be produced and evaluated. Notwithstanding anything herein that may be construed to the contrary, the full Committee shall convene quarterly meetings to review, before they are filed with any Regulator or otherwise publicly disclosed, the quarterly Form 10-Q reports, annual Form 10-K reports and certain information contained in the proxy circular (proxy statement), but shall not be required to meet to consider other disclosure documents such as news releases, earnings releases, call scripts, and other public disclosures (including material change reports, business acquisition reports, and most disclosures included in the proxy circular (proxy statement)), which may be handled by one or more of the members of the Committee, as part of their specific expertise and their job function, and/or designees; provided, however, any matter in connection with any such other public disclosure, or other disclosure consideration, that a member of the Committee would like to bring before the entire Committee for consideration, may properly come before the Committee at the request of one or more members. In addition, notwithstanding anything in the foregoing to the contrary, the Legal Department must be consulted in connection with all significant disclosure matters, including but not limited to those containing financial information, and all significant considerations in connection with disclosure controls and procedures, as described in the DCP Policy, in accordance with the terms of the Disclosure Policy, and/or otherwise. One or more members of the Committee will be responsible for initially assessing compliance with each disclosure requirement imposed by applicable Regulators rules and forms, as well as with comment letters previously issued by the Regulators to the Corporation. The Committee will communicate through various means to raise and discuss various disclosure questions, including , telephone calls and, where necessary or useful, in meetings of all or part of the Committee and may include non-committee personnel in its deliberations or meetings. Meetings of the full Committee shall be held not less frequently than quarterly for discussion of appropriate matters given its purpose, duties and responsibilities set forth in this Charter, including but not necessarily limited to: discussing disclosures contained in, and matters before the Committee for consideration of disclosure in, quarterly reports on Form 10-Q, the annual report on 4

5 Form 10-K, certain proxy circular (proxy statement) information, other regulatory filings, or other disclosure documents (including material change reports and business acquisition reports) that are presented to the full Committee for review; discussing material developments and trends in the Corporation s business since the Corporation s last annual or quarterly report filing; and discussing any areas of particular risk and sensitivity that the Committee feels warrant special care and attention, including but not limited to any matter that has been disclosed as part of the disclosure controls and procedures undertaken in connection with the regulatory filing under consideration, or otherwise. The Committee will operate in an open environment where questions and discussion are encouraged. Drafts of disclosure documents will be circulated in advance of the intended filing dates to the Committee and to the external auditors and, if directed by the Legal Department, to outside counsel, when considered appropriate or useful, and any comments or questions raised will be addressed by the Committee or by one or more members of the Committee, as appropriate. There will be no substantive limitations on the use of: (i) the external auditors (within the parameters of the Audit Committee s Pre-Approval Policy and subject to maintaining attorneyclient privilege, as and when appropriate, as determined by the Legal Department), or (ii) if directed by the Legal Department, outside counsel, both of the foregoing at any point in the Committee s proceedings. In accordance with the foregoing, significant or potentially significant matters will be discussed with the external auditors and, if applicable, external legal counsel, by the Committee or by one or more members of the Committee, as appropriate. New disclosure requirements will be communicated to the members of the Committee. This Charter was amended, reviewed, and initially approved by the Audit Committee at its October 27, 2009 meeting. This Charter was most recently revised on November 6, 2013, and was deemed consistent with the Audit Committee s established disclosure and other principles. 5

6 Schedule A Committee Members Cynthia J. Devine, Chair...Chief Financial Officer Marc Caira...President and Chief Executive Officer Jill E. Aebker...Executive Vice President, General Counsel and Secretary Michelle Wettlaufer...Vice President, Corporate Finance Scott Bonikowsky...Vice President, Corporate, Public and Government Affairs Mike Myskiw...Vice President, Tax and Treasurer Patrick McGrade...Vice President and Associate General Counsel, Enterprise Shawn Mankikar...Senior Director, Internal Audit Caroline Cook...Senior Corporate Counsel and Assistant Secretary Yin Wong...Director, Financial Reporting Jeff Codispodi...Senior Manager, Investor Relations 6

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