X0306 4 2020-02-21 0 0001618756 Restaurant Brands International Inc. QSR 0001594977 SCHWAN AXEL MR 130 KING STREET WEST SUITE 300 TORONTO A6 M5X 1E1 ONTARIO, CANADA 0 1 0 0 Pres., Tim Hortons Americas Common Shares 2020-02-21 4 A 0 812 66.31 A 15176 D Exchangeable Units Common Shares 2539 2539 D Option (right to buy) 42.26 2025-03-05 Common Shares 21769 21769 D Option (right to buy) 42.26 2020-03-06 2025-03-05 Common Shares 66667 66667 D Option (right to buy) 33.67 2021-02-26 2026-02-25 Common Shares 40000 40000 D Restricted Share Units Common Shares 17820 17820 D Dividend Equivalent Rights Common Shares 1642.3608 1642.3608 D Restricted Share Units Common Shares 8013 8013 D Dividend Equivalent Rights Common Shares 613.2521 613.2521 D Option (right to buy) 58.44 2023-02-23 2028-02-22 Common Shares 40000 40000 D Restricted Share Units Common Shares 5757 5757 D Dividend Equivalent Rights Common Shares 362.1416 362.1416 D Option (right to buy) 64.75 2024-02-22 2029-02-21 Common Shares 30000 30000 D Restricted Share Units Common Shares 5372 5372 D Dividend Equivalent Rights Common Shares 160.9698 160.9698 D Option (right to buy) 66.31 2020-02-21 4 A 0 56000 0.00 A 2025-02-21 2030-02-20 Common Shares 56000 56000 D Restricted Share Units 2020-02-21 4 A 0 2715 0.00 A Common Shares 2715 2715 D Performance Share Units 2020-02-21 4 A 0 40000 0.00 A 2025-02-21 2025-02-21 Common Shares 40000 40000 D The shares reported represent common shares purchased from the Issuer by the Reporting Person upon exercise of his investment rights pursuant to the Issuer's 2019 Bonus Swap Program under its Amended and Restated 2014 Omnibus Incentive Plan ("2014 Plan"). The Reporting Person elected to use 50% of his 2019 net bonus to purchase common shares at a purchase price of $66.31 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 15 below pursuant to the Issuer's 2019 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 20, 2020. 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. 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 Issuer granted the 2020 restricted share units ("2020 RSUs") to the Reporting Person pursuant to the Issuer's 2019 Bonus Swap Program under its 2014 Plan. The Reporting Person elected to use 50% of his 2019 net bonus to purchase Investment Shares and received a matching grant of 2020 RSUs in an amount equal to 50% of his 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 $66.31 per share. The RSU Multiplier was 2.0 for executive vice presidents and above. If the Reporting Person sells 50% or less of the Investment Shares, he will forfeit 1,358 of the 2020 RSUs and a proportionate number of the remaining 2020 RSUs based on the number of Investment Shares sold. If the Reporting Person sells more than 50% of the Investment Shares, he will forfeit all of the 2020 RSUs. These restricted share units vest on December 31, 2024. The shares reported represent an award of performance based restricted share units ("PBRSUs") granted to the Reporting Person. The 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. /s/ Michele Keusch, as Attorney-in-Fact for Axel Schwan 2020-02-25