| Explanation of Responses: |
| (1) | Represents shares settled from dividend equivalent rights that accrued on a vested restricted share unit award in respect of dividends that were paid after the vesting of the award with a record date prior to the vesting of the award. |
| (2) | Represents shares sold to cover withholding tax obligations on the settlement of the previously reported vesting of the Reporting Person's restricted share units. |
| (3) | These shares are held by an irrevocable life insurance trust for the benefit of the Reporting Person's children and other family members. The Reporting Person's family member is the trustee of such trust. |
| (4) | These shares are held by a revocable trust, of which the Reporting Person is the settlor and trustee for the benefit of the Reporting Person and his spouse and children. |
| (5) | These shares are held by an irrevocable family trust for the benefit of the Reporting Person's spouse and children. The Reporting Person retains investment control over the Issuer securities held by such trust. |
| (6) | These shares are held by a revocable trust, of which the Reporting Person's spouse is the settlor and trustee for the benefit of the Reporting Person and his spouse and children. |
| (7) | These shares are held by an irrevocable family trust for the benefit of the Reporting Person and his children. The Reporting Person retains investment control over the Issuer securities held by such trust. |
| (8) | These shares are held by the Reporting Person's grantor retained annuity trust ("GRAT"), of which the Reporting Person is the trustee and annuitant. |
| (9) | 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. |
| (10) | These options are immediately exercisable. |
| (11) | Each restricted share unit represents a contingent right to receive one common share. |
| (12) | These restricted share units vest on December 31, 2021. |
| (13) | Each whole dividend equivalent right represents a contingent right to receive one common share. |
| (14) | 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. |
| (15) | These restricted share units vest on December 31, 2022. |
| (16) | These dividend equivalent rights accrued on the 2018 restricted share unit award (the "2018 RSUs"). Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2018 RSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2018 RSUs to which they relate. |
| (17) | The shares reported represent an award of performance based restricted share units ("2018 PBRSUs") granted to the Reporting Person. The 2018 PBRSUs had a three-year performance period beginning January 1, 2015 and ending December 31, 2018 and will vest 100% on February 23, 2023, which is the fifth anniversary of the grant date. |
| (18) | These dividend equivalent rights accrued on the 2018 PBRSUs. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2018 PBRSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2018 PBRSUs to which they relate. |
| (19) | These restricted share units vest on December 31, 2023. |
| (20) | These dividend equivalent rights accrued on the 2019 restricted share unit award (the "2019 RSUs"). Dividend equivalent rights accrue when
and as dividends are paid on the common shares underlying the 2019 RSUs and vest proportionately with and are subject to settlement and
expiration upon the same terms as the 2019 RSUs to which they relate. |
| (21) | The shares reported represent an award of performance based restricted share units ("2019 PBRSUs") granted to the Reporting Person. The 2019 PBRSUs will have a performance period ending December 31, 2021 and to the extent earned will vest 100% on February 22, 2024, 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 increase or decrease based on the results of the Issuer performance condition. |
| (22) | Each whole 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. |
| (23) | These dividend equivalent rights accrued on the 2019 PBRSUs. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2019 PBRSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2019 PBRSUs to which they relate. |
| (24) | These restricted share units vest on December 31, 2024. |
| (25) | These dividend equivalent rights accrued on the 2020 restricted share unit award (the "2020 RSUs"). Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2020 RSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2020 RSUs to which they relate. |
| (26) | 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 100% 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 increase or decrease based on the results of the performance condition. |
| (27) | These dividend equivalent rights accrued on the 2020 PBRSUs. Dividend equivalent 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. |