The Offer is not subject to any financing condition. The conditions to the Offer, including the Minimum
Tender Condition, are described in Section 15 of the Offer to Purchase.
For your information and for forwarding to your clients for whom you
hold Shares registered in your name or in the name of your nominee, we are enclosing the following documents:
1. The Offer to Purchase;
2. The Letter of Transmittal for your use in accepting the Offer and tendering Shares and for the information of your clients, together with the included
Internal Revenue Service Form W-9;
3. A Notice of Guaranteed Delivery to be used to accept the Offer if Shares
and all other required documents cannot be delivered to American Stock Transfer & Trust Company (the “Depositary”) by the Offer Expiration Time or if the procedure for book-entry transfer cannot be completed by the Offer
Expiration Time (the “Notice of Guaranteed Delivery”); and
4. A form of letter which may be sent to your clients for whose accounts you hold
Shares registered in your name or in the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Offer.
We urge you to contact your clients as promptly as possible. Please note that the Offer and withdrawal rights will expire at one minute following 11:59
p.m. (12:00 midnight), Eastern Time, on December 14, 2020, unless the Offer is extended or earlier terminated.
The Offer is being made pursuant
to the Agreement and Plan of Merger, dated as of October 30, 2020 (as it may be amended from time to time, the “Merger Agreement”), among Dunkin’ Brands, Parent and Purchaser.
The Merger Agreement provides, among other things, that, as soon as practicable following the consummation of the Offer, Purchaser will be merged with and
into Dunkin’ Brands (the “Merger”) in accordance with Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”), with Dunkin’ Brands continuing as the surviving corporation in the Merger
and thereby becoming a wholly-owned indirect subsidiary of Parent (such merger, the “Merger”). At the effective time of the Merger, each Share issued and then outstanding (other than Shares held by Dunkin’ Brands, Parent, Purchaser,
or any wholly owned subsidiary of Parent, Shares irrevocably accepted for purchase in the Offer or Shares held by stockholders of Dunkin’ Brands who have perfected their statutory rights of appraisal under the DGCL) will be converted into the
right to receive consideration equal to the Offer Price, without interest and subject to any withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase.
For Shares to be properly tendered pursuant to the Offer, (a) the share certificates or confirmation of receipt of such Shares under the procedure for
book-entry transfer, together with a properly completed and duly executed Letter of Transmittal, including any required signature guarantees, or, in the case of book-entry transfer, either such Letter of Transmittal or an Agent’s Message (as
defined in Section 2 of the Offer to Purchase) in lieu of such Letter of Transmittal, and any other documents required in the Letter of Transmittal, must be timely received by the Depositary or (b) the tendering stockholder must comply
with the guaranteed delivery procedures, all in accordance with the Offer to Purchase and the Letter of Transmittal. You may gain some additional time by making use of the Notice of Guaranteed Delivery. Shares tendered by the Notice of Guaranteed
Delivery will be excluded from the calculation of the Minimum Tender Condition, unless such Shares and other required documents are received by the Depositary prior to the Offer Expiration Time.
Except as set forth in the Offer to Purchase, Purchaser will not pay any fees or commissions to any broker or dealer or other person, other than to us, as the
Information Agent and American Stock Transfer & Trust Company as the Depositary, for soliciting tenders of Shares pursuant to the Offer. Purchaser will, however, upon
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