X0306 4 2018-02-23 0 0001618756 Restaurant Brands International Inc. QSR 0001552051 Friesner Jacqueline 226 WYECROFT ROAD OAKVILLE A6 L6K 3X7 ONTARIO, CANADA 0 1 0 0 See Remarks Common Shares 2018-02-23 4 A 0 1197 58.44 A 7602 D Exchangeable units Common Shares 9098 9098 D Option (right to buy) 3.54 2021-02-02 Common Shares 84840 84840 D Option (right to buy) 3.54 2022-02-20 Common Shares 6771 6771 D Option (right to buy) 3.97 2022-02-28 Common Shares 50305 50305 D Option (right to buy) 18.25 2023-02-28 Common Shares 4657 4657 D Option (right to buy) 18.25 2018-03-01 2023-02-28 Common Shares 20000 20000 D Option (right to buy) 27.28 2018-12-31 2024-03-06 Common Shares 6392 6392 D Option (right to buy) 27.28 2019-03-07 2024-03-06 Common Shares 20000 20000 D Option (right to buy) 42.26 2019-12-31 2025-03-05 Common Shares 6005 6005 D Option (right to buy) 42.26 2020-03-06 2025-03-05 Common Shares 40000 40000 D Restricted Share Units Common Shares 8630 8630 D Dividend Equivalent Rights Common Shares 237.5642 237.5642 D Option (right to buy) 33.67 2021-02-26 2026-02-25 Common Shares 50000 50000 D Restricted Share Units Common Shares 4800 4800 D Dividend Equivalent Rights Common Shares 61.5412 61.5412 D Option (right to buy) 55.55 2022-02-24 2027-02-23 Common Shares 20000 20000 D Restricted Share Units 2018-02-23 4 A 0 3492 0.00 A Common Shares 3492 3492 D The shares reported represent common shares purchased from the Issuer by the Reporting Person upon exercise of her investment rights pursuant to the Issuer's 2017 Bonus Swap Program under its Amended and Restated 2014 Omnibus Incentive Plan ("2014 Plan"). The Reporting Person elected to use 50% of her 2017 net bonus to purchase common shares at a purchase price of $58.44 per share ("Investment Shares"). Pursuant to the Issuer's 2014 Plan, the purchase price of the Investment Shares is, and the number of matching restricted share units described in footnote 11 below pursuant to the Issuer's 2017 Bonus Swap Program is calculated based on, the last sales price of a common share of the Issuer on the New York Stock Exchange on the trading day immediately preceding the grant date, in this case February 22, 2018. Each Restaurant Brands International Limited Partnership exchangeable unit is convertible, at the Reporting Person's election, into common shares of Restaurant Brands International Inc. or a cash amount equal to a prescribed cash amount determined by reference to the weighted average trading price of Restaurant Brands International Inc.'s common shares on the New York Stock Exchange for the 20 consecutive trading days ending on the last business day prior to the exchange date, at the sole discretion of the general partner of Restaurant Brands International Limited Partnership (subject to the consent of the Restaurant Brands International Inc. conflicts committee, in certain circumstances). This conversion right has no expiration date. These options are immediately exercisable. Each restricted share unit represents a contingent right to receive one common share. These restricted share units vest on December 31, 2020. Each whole dividend equivalent right represents a contingent right to receive one common share. These dividend equivalent rights accrued on the 2016 restricted share unit award (the "2016 RSUs"). Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2016 RSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2016 RSUs to which they relate. These restricted share units vest on December 31, 2021. These dividend equivalent rights accrued on the 2017 restricted share unit award (the "2017 RSUs"). Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2017 RSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2017 RSUs to which they relate. The Issuer granted the 2018 restricted share units ("2018 RSUs") to the Reporting Person pursuant to the Issuer's 2017 Bonus Swap Program under its 2014 Plan. The Reporting Person elected to use 50% of her 2017 net bonus to purchase Investment Shares and received a matching grant of 2018 RSUs in an amount equal to 50% of her gross bonus, multiplied by a multiple based on the Reporting Person's position level with the Issuer ("RSU Multiplier"), and divided by the purchase price of $58.44 per share. The RSU Multiplier was 1.75 for vice presidents. If the Reporting Person sells 50% or less of the Investment Shares, she will forfeit 1,746 of the 2018 RSUs and a proportionate number of the remaining 2018 RSUs based on the number of Investment Shares sold. If the Reporting Person sells more than 50% of the Investment Shares, she will forfeit all of the 2018 RSUs. These restricted share units vest on December 31, 2022. VP, Controller and Principal Accounting Officer /s/ Lisa Giles-Klein, As Attorney-in-Fact for Jacqueline Friesner 2018-02-27