X0306 4 2020-10-02 0 0001618756 Restaurant Brands International Inc. QSR 0001552282 Cil Jose E. 130 KING STREET WEST SUITE 300 TORONTO A6 M5X 1E1 ONTARIO, CANADA 0 1 0 0 Chief Executive Officer Common Shares 612457 D Common Shares 90000 I By GRAT Exchangeable units Common Shares 105758 105758 D Option (right to buy) 42.26 2025-03-05 Common Shares 35967 35967 D Option (right to buy) 42.26 2025-03-05 Common Shares 166667 166667 D Restricted Share Units Common Shares 35640 35640 D Dividend Equivalent Rights 2020-10-02 4 A 0 359.0747 0.00 A Common Shares 359.0747 4597.0859 D Option (right to buy) 33.67 2021-02-26 2026-02-25 Common Shares 125000 125000 D Restricted Share Units Common Shares 16694 16694 D Dividend Equivalent Rights 2020-10-02 4 A 0 165.7856 0.00 A Common Shares 165.7856 1883.5492 D Restricted Share Units Common Shares 15894 15894 D Dividend Equivalent Rights 2020-10-02 4 A 0 155.8428 0.00 A Common Shares 155.8428 1569.3875 D Performance Share Units 2023-02-23 2023-02-23 Common Shares 222200 222200 D Dividend Equivalent Rights 2020-10-02 4 A 0 2178.5165 0.00 A Common Shares 2178.5165 21919.5358 D Restricted Share Units Common Shares 14363 14363 D Dividend Equivalent Rights 2020-10-02 4 A 0 136.4667 0.00 A Common Shares 136.4667 929.1468 D Performance Share Units 2024-02-22 2024-02-22 Common Shares 275000 275000 D Dividend Equivalent Rights 2020-10-02 4 A 0 2612.849 0.00 A Common Shares 2612.849 17789.8333 D Restricted Share Units Common Shares 17180 17180 D Dividend Equivalent Rights 2020-10-02 4 A 0 158.4829 0.00 A Common Shares 158.4829 579.2314 D Performance Share Units 2025-02-21 2025-02-21 Common Shares 250000 250000 D Dividend Equivalent Rights 2020-10-02 4 A 0 2306.2126 0.00 A Common Shares 2306.2126 8428.8616 D Reflects shares previously held directly by the Reporting Person which were contributed to the Reporting Person's GRAT (defined below). These shares are held by the Reporting Person's grantor retained annuity trust ("GRAT"), of which the Reporting Person is the trustee and annuitant. 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. These restricted share units vest on December 31, 2022. These dividend equivalent rights accrued on the 2018 restricted share unit award (the "2018 RSUs"). Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2018 RSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2018 RSUs to which they relate. The shares reported represent an award of performance based restricted share units ("2018 PBRSUs") granted to the Reporting Person. The 2018 PBRSUs had a three-year performance period beginning January 1, 2015 and ending December 31, 2018 and will vest 100% on February 23, 2023, which is the fifth anniversary of the grant date. These dividend equivalent rights accrued on the 2018 PBRSUs. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2018 PBRSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2018 PBRSUs to which they relate. These restricted share units vest on December 31, 2023. These dividend equivalent rights accrued on the 2019 restricted share unit award (the "2019 RSUs"). Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2019 RSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2019 RSUs to which they relate. The shares reported represent an award of performance based restricted share units ("2019 PBRSUs") granted to the Reporting Person. The 2019 PBRSUs will have a three-year performance period beginning January 1, 2019 and ending December 31, 2022 and to the extent earned will vest 100% on February 22, 2024, which is the fifth anniversary of the grant date. The number of common shares that will be earned at the end of the three-year performance period is subject to increase or decrease based on the results of the Issuer performance condition. Each whole dividend equivalent right represents a contingent right to receive one common share, subject to increase or decrease based on the results of the Issuer performance condition. These dividend equivalent rights accrued on the 2019 PBRSUs. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2019 PBRSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2019 PBRSUs to which they relate. These restricted share units vest on December 31, 2024. These dividend equivalent rights accrued on the 2020 restricted share unit award (the "2020 RSUs"). Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2020 RSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2020 RSUs to which they relate. The shares reported represent an award of performance based restricted share units ("2020 PBRSUs") granted to the Reporting Person. The 2020 PBRSUs will have a performance period beginning January 1, 2020 and ending December 31, 2022 and to the extent earned will vest 100% on February 21, 2025, which is the fifth anniversary of the grant date. The number of common shares that will be earned at the end of the performance period is subject to increase or decrease based on the results of the performance condition. These dividend equivalent rights accrued on the 2020 PBRSUs. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2020 PBRSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2020 PBRSUs to which they relate. /s/ Michele Keusch, as Attorney-in-Fact for Jose Cil 2020-10-06