X0306 4 2021-02-19 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 2021-02-19 4 A 0 2372 60.55 A 100722.7587 D Exchangeable Units Common Shares 2539 2539 D Option (right to buy) 33.67 2021-02-26 2026-02-25 Common Shares 40000 40000 D Restricted Share Units Common Shares 8995.1652 8995.1652 D Option (right to buy) 58.44 2023-02-23 2028-02-22 Common Shares 40000 40000 D Restricted Share Units Common Shares 6380.8348 6380.8348 D Option (right to buy) 64.75 2024-02-22 2029-02-21 Common Shares 30000 30000 D Restricted Share Units Common Shares 5769.5945 5769.5945 D Option (right to buy) 66.31 2025-02-21 2030-02-20 Common Shares 56000 56000 D Restricted Share Units Common Shares 2831.1106 2831.1106 D Performance Share Units 2025-02-21 2025-02-21 Common Shares 41710.6532 41710.6532 D Restricted Share Units 2021-02-19 4 A 0 13200 0.00 A Common Shares 13200 13200 D Restricted Share Units 2021-02-19 4 A 0 7848 0.00 A Common Shares 7848 7848 D Performance Share Units 2021-02-19 4 A 0 26800 0.00 A 2024-02-19 2024-02-19 Common Shares 26800 26800 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 2020 Bonus Swap Program under its Amended and Restated 2014 Omnibus Incentive Plan ("2014 Plan"). The Reporting Person elected to use 50% of his 2020 net bonus to purchase common shares at a purchase price of $60.55 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 16 below pursuant to the Issuer's 2020 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 18, 2021. 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. Each restricted share unit represents a contingent right to receive one common share. These restricted share units vest on December 31, 2021. Includes 982.1652 dividend equivalent rights that accrued on the restricted share units, which rights accrue when and as dividends are paid on the common shares underlying the restricted share units and vest proportionately with and are subject to settlement and expiration upon the same terms as the restricted share units. These restricted share units vest on December 31, 2022. Includes 623.8348 dividend equivalent rights that accrued on the restricted share units, which rights accrue when and as dividends are paid on the common shares underlying the restricted share units and vest proportionately with and are subject to settlement and expiration upon the same terms as the restricted share units. These restricted share units vest on December 31, 2023. Includes 397.5945 dividend equivalent rights that accrued on the restricted share units, which rights accrue when and as dividends are paid on the common shares underlying the restricted share units and vest proportionately with and are subject to settlement and expiration upon the same terms as the restricted share units. These restricted share units vest on December 31, 2024. Includes 116.1106 dividend equivalent rights that accrued on the restricted share units, which rights accrue when and as dividends are paid on the common shares underlying the restricted share units and vest proportionately with and are subject to settlement and expiration upon the same terms as the restricted share units. 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 ending December 31, 2021 and to the extent earned will vest 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 decrease based on the results of the performance condition. Includes 1,710.6532 dividend equivalent rights that accrued on the 2020 PBRSUs, which 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. These restricted share units vest in equal installments on December 31, 2021, December 31, 2022 and December 31, 2023. The Issuer granted the 2021 restricted share units ("2021 RSUs") to the Reporting Person pursuant to the Issuer's 2020 Bonus Swap Program under its 2014 Plan. The Reporting Person elected to use 50% of his 2020 net bonus to purchase Investment Shares and received a matching grant of 2021 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 $60.55 per share. The RSU Multiplier was 2.0 for executive vice presidents and above. If the Reporting Person sells any of the Investment Shares, he will forfeit all of the 2021 RSUs that have not yet vested. These restricted share units vest in equal installments on December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024. The shares reported represent an award of performance based restricted share units ("2021 PBRSUs") granted to the Reporting Person. The 2021 PBRSUs will have a performance period beginning January 1, 2021 and ending December 31, 2023 and to the extent earned will vest on February 19, 2024. 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 2021-02-23