X0306 4 2017-02-24 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 2017-02-24 4 A 0 6034 55.55 A 19377 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 Common Shares 388.1323 388.1323 D Performance Share Units 2021-02-26 2021-02-26 Common Shares 350000 350000 D Dividend Equivalent Rights Common Shares 5082.1653 5082.1653 D Restricted Share Units 2017-02-24 4 A 0 20114 0.00 A Common Shares 20114 20114 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 2016 Bonus Swap Program under its Amended and Restated 2014 Omnibus Incentive Plan ("2014 Plan"). The Reporting Person elected to use 50% of his 2016 net bonus to purchase common shares at a purchase price of $55.55 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 12 below pursuant to the Issuer's 2016 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 23, 2017. 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 "PBRSUs") granted to the Reporting Person. The PBRSUs will have a three-year performance period beginning January 1, 2016 and ending December 31, 2019 and will vest 100% on February 24, 2022, 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. The Issuer granted the 2017 restricted share units ("2017 RSUs") to the Reporting Person pursuant to the Issuer's 2016 Bonus Swap Program under its 2014 Plan. The Reporting Person elected to use 50% of his 2016 net bonus to purchase Investment Shares and received a matching grant of 2017 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 $55.55 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 10,057 of the 2017 RSUs and a proportionate number of the remaining 2017 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 2017 RSUs. These restricted share units vest on December 31, 2021. /s/ Lisa Giles-Klein, As Attorney-in-Fact for Joshua Kobza 2017-02-28