X0306 4 2017-11-14 0 0001618756 Restaurant Brands International Inc. QSR 0001552282 Cil Jose E. 226 WYECROFT ROAD OAKVILLE A6 L6K 3X7 ONTARIO, CANADA 0 1 0 0 Senior EVP, Pres. Burger King Common Shares 2017-11-14 4 M 0 4060 3.54 A 397349 D Common Shares 2017-11-14 4 M 0 76017 3.97 A 473366 D Common Shares 2017-11-14 4 S 0 36431 65.09 D 436935 D Common Shares 2017-11-16 4 M 0 137789 3.97 A 574724 D Common Shares 2017-11-16 4 S 0 62720 65.02 D 512004 D Exchangeable units Common Shares 105758 105758 D Option (right to buy) 3.54 2017-11-14 4 M 0 4060 0.00 D 2022-02-20 Common Shares 4060 0 D Option (right to buy) 3.97 2017-11-14 4 M 0 76017 0.00 D 2022-02-28 Common Shares 76017 137789 D Option (right to buy) 3.97 2017-11-16 4 M 0 137789 0.00 D 2022-02-28 Common Shares 137789 0 D Option (right to buy) 18.25 2017-12-31 2023-02-28 Common Shares 37808 37808 D Option (right to buy) 18.25 2018-03-01 2023-02-28 Common Shares 150000 150000 D Option (right to buy) 27.28 2018-12-31 2024-03-06 Common Shares 58651 58651 D Option (right to buy) 27.28 2019-03-07 2024-03-06 Common Shares 180000 180000 D Option (right to buy) 42.26 2019-12-31 2025-03-05 Common Shares 35967 35967 D Option (right to buy) 42.26 2020-03-06 2025-03-05 Common Shares 166667 166667 D Restricted Share Units Common Shares 35640 35640 D Dividend Equivalent Rights Common Shares 858.3352 858.3352 D Option (right to buy) 33.67 2021-02-26 2026-02-25 Common Shares 125000 125000 D Restricted Share Units Common Shares 16694 16694 D Dividend Equivalent Rights Common Shares 157.36 157.36 D The Reporting Person exercised these options in order to retain ownership of all shares, less only those required to be sold to pay the exercise price and applicable taxes. Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $65.00 to $65.33 per share. The Reporting Person, upon request, will provide the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price. Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $65.00 to $65.14 per share. The Reporting Person, upon request, will provide the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price. 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 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. /s/ Lisa Giles-Klein, as Attorney-in-Fact for Jose Cil 2017-11-16