X0306 4 2016-10-04 0 0001618756 Restaurant Brands International Inc. QSR 0001574771 Kobza Joshua 226 WYECROFT ROAD OAKVILLE A6 L6K 3X7 ONTARIO, CANADA 0 1 0 0 CFO Common Shares 13343 D Exchangeable units Common Shares 5413 5413 D Option (right to buy) 18.25 2017-12-31 2023-02-28 Common Shares 776 776 D Option (right to buy) 18.25 2018-03-01 2023-02-28 Common Shares 200000 200000 D Option (right to buy) 27.28 2018-12-31 2024-03-06 Common Shares 32991 32991 D Option (right to buy) 27.28 2019-03-07 2024-03-06 Common Shares 300000 300000 D Option (right to buy) 42.26 2019-12-31 2025-03-05 Common Shares 35494 35494 D Option (right to buy) 42.26 2020-03-06 2025-03-05 Common Shares 300000 300000 D Restricted Share Units Common Shares 26730 26730 D Dividend Equivalent Rights 2016-10-04 4 A 0 97.7672 0.00 A Common Shares 97.7672 290.3989 D Performance Share Units 2021-02-26 2021-02-26 Common Shares 350000 350000 D Dividend Equivalent Rights 2016-10-04 4 A 0 1280.1536 0.00 A Common Shares 1280.1536 3802.4543 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. 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. The shares reported represent an award of performance based restricted share units (the "2016 PBRSUs") granted to the Reporting Person. The 2016 PBRSUs will have a three-year performance period beginning January 1, 2015 and ending December 31, 2018 and will vest 100% on February 26, 2021, 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 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 2016 PBRSUs. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2016 PBRSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2016 PBRSUs to which they relate. /s/ Lisa Giles-Klein, As Attorney-in-Fact for Joshua Kobza 2016-10-11