X0306 4 2016-10-04 0 0001618756 Restaurant Brands International Inc. QSR 0001551400 Schwartz Daniel S 226 WYECROFT ROAD OAKVILLE A6 L6K 3X7 ONTARIO, CANADA 1 1 0 0 Chief Executive Officer Common Shares 29797 D Exchangeable units Common Shares 137996 137996 D Option (right to buy) 3.54 2021-02-02 Common Shares 848420 848420 D Option (right to buy) 3.54 2016-12-31 2022-02-20 Common Shares 211658 211658 D Option (right to buy) 3.97 2017-03-01 2022-02-28 Common Shares 503074 503074 D Option (right to buy) 18.25 2017-12-31 2023-02-28 Common Shares 46575 46575 D Option (right to buy) 18.25 2018-03-01 2023-02-28 Common Shares 500000 500000 D Option (right to buy) 27.28 2018-12-31 2024-03-06 Common Shares 95307 95307 D Option (right to buy) 27.28 2019-03-07 2024-03-06 Common Shares 400000 400000 D Option (right to buy) 42.26 2019-12-31 2025-03-05 Common Shares 82820 82820 D Option (right to buy) 42.26 2020-03-06 2025-03-05 Common Shares 333333 333333 D Restricted Share Units Common Shares 57915 57915 D Dividend Equivalent Rights 2016-10-04 4 A 0 211.8288 0.00 A Common Shares 211.8288 629.1975 D Option (right to buy) 33.67 2021-02-26 2026-02-25 Common Shares 250000 250000 D On December 12, 2014, Burger King Worldwide, Inc. ("Burger King Worldwide") consummated the business combination (the "Merger") pursuant to the Arrangement Agreement and Plan of Merger dated August 26, 2014 by and among Burger King Worldwide, Tim Hortons Inc., Restaurant Brands International Inc., Restaurant Brands International Limited Partnership and the other parties thereto (the "Arrangement Agreement"). Pursuant to the Reporting Person's election under the Arrangement Agreement, each share of Burger King Worldwide common stock previously held by the Reporting Person was converted into one Restaurant Brands International Limited Partnership exchangeable unit. Each Restaurant Brands International Limited Partnership exchangeable unit is convertible, at the Reporting Person's election, at any time after the one year anniversary of the Merger, 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 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. /s/ Lisa Giles-Klein, As Attorney-in-Fact for Daniel S. Schwartz 2016-10-11