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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  þ                            Filed by a Party other than the Registrant  ¨

Check the appropriate box:

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record may vote using the telephone or Internet by following the instructions set out in the form of proxy and the proxy statement. Shareholders whose securities are registered in the name of an intermediary, such as an investment dealer, bank, trust company, trustee, custodian or other nominee, or a clearing agency in which the intermediary participates, may vote their securities by following the instructions set out in the accompanying proxy statement.

It is important that your shares be represented at the Meeting, regardless of the number you may hold. Whether or not you plan to attend the Meeting, please vote using the Internet, by telephone or by mail, in each case by following the instructions in our proxy statement.

We look forward to seeing you on June 17, 2015.

 

By Order of the Board of Directors

Jill Granat

General Counsel & Corporate Secretary

Our proxy statement and annual report are available online at www.rbi.com.

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Restaurant Brands International Inc.

226 Wyecroft Road

Oakville, Ontario L6K 3X7, Canada

April     , 2015

MANAGEMENT INFORMATION CIRCULAR AND PROXY STATEMENT

Management Information Circular and Proxy Statement for 2015 Annual and Special Meeting of Shareholders

This management information circular and proxy statement, including all schedules and appendices hereto (this “proxy statement”), is being furnished in connection with the solicitation of proxies by or on behalf of management (“Management”) of Restaurant Brands International Inc. (“RBI”) for use at the annual and special meeting (the “Meeting”) of the shareholders of RBI to be held at the offices of RBI located at 226 Wyecroft Road, Oakville, Ontario L6K 3X7, Canada on June 17, 2015 at 8:00 a.m. (Eastern Time), or at any adjournment(s) or postponement(s) thereof, for the purposes set out in the accompanying Notice of Meeting.

We expect that the solicitation of proxies will be by mail. Proxies may also be solicited personally, by telephone, e-mail, Internet, facsimile or other means of communication by officers, employees and agents of RBI. The cost of solicitation will be borne by RBI.

This proxy statement is accompanied by a form of proxy or a voting instruction form. By use of a proxy or a voting instruction form, you can vote even if you do not attend the meeting. The persons named in the enclosed form of proxy and voting instruction form represent Management of RBI. Each shareholder has the right to appoint a person (who need not be a shareholder), other than those Management nominees named in the enclosed form of proxy, to represent, attend and act on behalf of the shareholder at the Meeting. That right may be exercised by inserting the name of such person in the blank space provided for that purpose. Holders of the Class B exchangeable limited partnership units (“Partnership exchangeable units”) of Restaurant Brands International Limited Partnership (“Partnership”) have a similar right in their voting instruction form.

We are sending paper copies of the Notice of Meeting, this proxy statement and the form of proxy or voting instruction form (the “Meeting Materials”) to record (or registered) holders and beneficial (or non-registered) holders of our common shares and our preferred shares and are not relying on the “notice-and-access” provisions of Canadian securities laws. In addition, we are sending paper copies of the Meeting Materials to record (or registered) holders and beneficial (or non-registered) holders of the Partnership exchangeable units. In the case of beneficial holders, the Meeting Materials are being sent indirectly through such shareholders’ or unitholders’ brokers or other intermediaries. We intend to reimburse these brokers or other intermediaries for permitted fees and costs incurred by them in mailing the Meeting Materials to beneficial owners of securities.

In this proxy statement, the words, “RBI”, “we”, “our”, “ours” and “us” refer to Restaurant Brands International Inc. Except as otherwise stated, the information contained herein is given as of April 20, 2015. Unless otherwise indicated, all references to “$” or “dollars” are to the currency of the United States and Canadian dollars or C$ are to the currency of Canada.

The date of this proxy statement is April     , 2015.

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QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING

Who may vote at the Meeting?

There are three classes of voting shares eligible to vote at the Meeting.

You may vote if you were the record holder or beneficial owner of shares of any of these classes as of April 20, 2015 (the “Record Date”).

If you are a record holder or beneficial owner of Partnership exchangeable units as of the Record Date, you are entitled to vote indirectly through the Special Voting Share which is held by Computershare Trust Company of Canada (the “Trustee”), pursuant to a voting trust agreement, dated December 12, 2014, between RBI, Partnership and the Trustee (the “voting trust agreement”). See “—What are my voting rights if I hold Partnership exchangeable units” for more information about the voting rights associated with Partnership exchangeable units. Holders of Common Shares vote together as a single class with holders of the Preferred Shares and the Special Voting Share, except as otherwise provided by law.

How many votes are eligible to be cast at the Meeting?

As of the Record Date, we had outstanding 202,124,433 Common Shares, 68,530,939 Preferred Shares and one Special Voting Share. In addition, as of the Record Date, there were 265,041,783 Partnership exchangeable units outstanding. As the record holder of the Special Voting Share, the Trustee is entitled to a number of votes on matters on which holders of Common Shares are entitled to vote equal to the number of Partnership exchangeable units outstanding as of the Record Date (excluding any such units held by RBI and its subsidiaries) that provided voting instructions to the Trustee. Consequently, there are a total of 535,697,155 votes eligible to be cast at the Meeting.

What are my voting rights if I hold Common Shares?

Each Common Share is entitled to one vote.

What are my voting rights if I hold Preferred Shares?

Each Preferred Share is entitled to one vote. The holder of our Preferred Shares has agreed with us that (i) with respect to Preferred Shares representing 10% of the total votes attached to all voting shares of RBI, the holder may vote such shares with respect to matters on which the holder votes as a class with all RBI voting shares, in any manner it wishes and (ii) with respect to Preferred Shares representing in excess of 10% of the total votes attached to all voting shares of RBI, the holder will vote such shares with respect to matters on which the holder votes as a class with all RBI voting shares in a manner proportionate to the manner in which the other holders of voting shares voted in respect of such matter. This agreement does not apply to certain items identified as “special approval matters” as further described in Appendix C. None of the proposals presented in this proxy statement is a special approval matter.

What are my voting rights if I hold Partnership exchangeable units?

If you are a record holder of Partnership exchangeable units, you are entitled to vote indirectly through the Special Voting Share pursuant to the voting trust agreement. The Special Voting Share entitles the Trustee to vote a number of votes equal to the number of Partnership exchangeable units outstanding on the Record Date, to

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the extent that the Trustee has received voting instructions from the holders of such Partnership exchangeable units. The Trustee will exercise each vote attached to the Special Voting Share only as directed by the relevant record holder of the Partnership exchangeable units and, in the absence of instructions from a record holder as to voting, will not exercise those voting rights. However, a record holder of Partnership exchangeable units may obtain a proxy from the Trustee entitling the holder or its designee to attend and vote in person at the Meeting. A record holder of Partnership exchangeable units is entitled to give voting instructions to the Trustee (or obtain a proxy, as applicable) for a number of votes equal to the number of Partnership exchangeable units that the holder held as of the Record Date. See “—Can I vote in person at the Meeting?” below for instructions on attending and voting at the Meeting and the attached Appendix C for further details as to the voting rights associated with the Partnership exchangeable units.

How many votes must be present to hold the Meeting?

A majority of the votes eligible to be cast at the Meeting, represented in person or by proxy, or 267,848,578 votes will constitute a quorum. Common Shares, Preferred Shares and the Special Voting Share represented in person or by proxy, including such shares which withhold or do not vote with respect to one or more of the matters presented for shareholder approval, will be counted for purposes of determining whether a quorum is present. If we do not have a quorum we will adjourn the Meeting and reconvene the Meeting at a later date.

What is the difference between a shareholder of record and a beneficial owner?

If your Common Shares or Preferred Shares are registered directly in your name with Computershare Trust Company of Canada, our transfer agent (the “Transfer Agent”), you are considered the “shareholder of record” with respect to those shares. If your shares are held by a brokerage firm, bank, trustee or other intermediary (“nominee”), you are considered the “beneficial owner” of shares held in “street name”.

I am a shareholder of record of Common Shares or Preferred Shares – How do I vote?

If you are a shareholder of record of Common Shares or Preferred Shares on the Record Date, you may vote in person or by proxy, at the Meeting or you may vote by proxy prior to the Meeting. There are three (3) ways to vote prior to the Meeting:

If you vote by telephone or Internet, do not complete or return the enclosed proxy form. Voting by mail or by Internet are the only methods by which a shareholder of record may appoint a person as proxyholder other than the Management nominees named in the form of proxy. Proxies, whether submitted through the Internet or by telephone or mail as described above, must be received by 8:00 a.m. (Eastern Time) on June 16, 2015. If the Meeting is adjourned or postponed, your proxy must be received by 8:00 a.m. (Eastern Time) on the last business day preceding the day of the reconvened Meeting.

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What if I hold my Common Shares in “street name”?

You should follow the voting directions provided by your broker or nominee. You may complete and mail a voting instruction card to your broker or nominee or, in most cases, submit voting instructions by telephone or the Internet to your broker or nominee. If you provide specific voting instructions by mail, telephone or the Internet, your broker or nominee will vote your shares as you have directed.

I am a holder of record of Partnership exchangeable units – How do I vote?

If you are a record holder of Partnership exchangeable units on the Record Date, you are entitled to instruct the Trustee as to the exercise of the voting rights attached to the Special Voting Share for each Partnership exchangeable unit that you owned of record as of the Record Date. You may direct the Trustee to exercise those votes as you have indicated in the voting instruction form (the “voting instruction”) provided to you with this proxy statement. Alternatively, you may instruct the Trustee to give a proxy to a nominee of Management or other designee of your selection (which may be you, if you intend on attending the Meeting) to exercise those votes in accordance with your instructions or to you or your designee so that you (or your designee) may attend the Meeting and exercise those votes in person, as proxy of the Trustee.

You may so instruct the Trustee by completing and signing the enclosed voting instruction and returning it to Computershare Trust Company of Canada, at 100 University Avenue, 11th Floor, Toronto, Ontario, M5J 2Y1, in the postage-paid envelope provided with this proxy statement. You may also provide your instructions using Internet voting. If you provide your instructions by Internet, do not complete or return the voting instruction form. Providing instructions by mail or by Internet are the only methods by which a holder of Partnership exchangeable units may instruct the Trustee to give a proxy to the holder, a Management nominee or another designee of the holder.

Regardless of the manner by which you choose to give your voting instruction to the Trustee, the Trustee must receive your voting instruction, including any proxy request in that instruction, by 8:00 a.m. (Eastern Time) on June 16, 2015. A voting instruction received after this time will not be binding on the Trustee. If the Meeting is adjourned or postponed, your voting instruction must be received by 8:00 a.m. (Eastern Time) on the last business day preceding the day of the reconvened Meeting. Further details on how to instruct the Trustee to vote, or to obtain a proxy from the Trustee, are included in the voting instruction.

What if I hold my Partnership exchangeable units in “street name”?

You should follow the voting directions provided by your broker or nominee. You may complete and mail a voting instruction card to your broker or nominee or, in most cases, submit voting instructions by the Internet to your broker or nominee. If you provide specific voting instructions by mail, or the Internet, your broker or nominee will instruct the Trustee as you have directed.

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What am I voting on and how does the Board recommend that I vote?

You will be voting on the following six (6) proposals at the Meeting. Our Board’s recommendation for each of these proposals is set forth below:

We will also consider any other business properly brought before the meeting.

What vote is required to approve each proposal?

Holders of Common Shares, Preferred Shares and the Special Voting Share will vote together as a single class for each proposal.

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What is the effect of the advisory votes on Proposals 2 and 3?

Although the advisory votes on Proposals 2 and 3 are non-binding, our Board of Directors and the Compensation Committee will review the results of the votes and take them into account in making a determination concerning executive compensation and the frequency of such advisory votes. Our Board intends to adopt the say-on-frequency advisory vote at whichever frequency (three, two or one year) receives the greatest number of votes cast.

What are my voting options with respect to each of the proposals?

The CBCA does not provide for the option of voting “Abstain” for proposals that are governed by the CBCA. Consequently, you will not have the option of voting to “Abstain” with respect to (i) Proposal 1, the election of directors, (ii) Proposal 4, the appointment of the auditors, (iii) Proposal 5, the approval of the 2014 Omnibus Plan and the Contingent Award Grants, or (iv) Proposal 6, the approval of the reduction in Stated Capital of the Common Shares. As Proposal 2 and Proposal 3 are advisory votes, we have provided the option to vote “Withhold”, which will be the same as an abstention and will not impact the approval of either of the proposals.

Will my securities be voted if I do not return my proxy or provide my voting instruction?

No. If you are the shareholder of record or a beneficial owner of Common Shares or Preferred Shares and you do not attend and vote your shares at the Meeting or return a proxy, your shares will not be voted. If you are the holder of record of Partnership exchangeable units and do not provide your voting instruction to the Trustee, the Trustee will not exercise the voting rights in respect of your Partnership exchangeable units. However, a record holder of Partnership exchangeable units may instruct the Trustee to give a proxy to the holder or its designee entitling the holder or that designee to attend and vote in person at the Meeting. See “—Can I vote in person at the Meeting?” below.

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What if I sign and return my proxy or voting instruction without making any selections or if I vote on only some, but not all, of the proposals?

What if other matters are presented for consideration at the Meeting?

As of the date of this proxy statement, our Management knows of no matters that will be presented for consideration at the Meeting other than those matters identified in the Notice of Meeting, nor does our Management know of any amendments or variations of any of the matters identified in the Notice of Meeting. However, if any other matters properly come before the Meeting or any adjournment(s) or postponement(s) of the Meeting, or if any of the matters identified in the Notice of Meeting are amended or varied, and such new matter, amendment or variation calls for a vote of shareholders, validly executed proxies (including any proxies given at the instruction of a holder of Partnership exchangeable units) will be voted in respect of such new matter, amendment or variation in accordance with the judgment of the proxy holders in accordance with the discretionary authority conferred upon them by the enclosed form of proxy or voting instruction, as applicable.

Can I vote in person at the Meeting?

Common Shares or Preferred Shares that are registered directly in your name may be voted in person at the Meeting. Common Shares or Preferred Shares held in street name may be voted in person at the Meeting only if you obtain a legal proxy from the broker or nominee that holds your shares giving you the right to vote the shares.

If you are a holder of record of Partnership exchangeable units, you may obtain from the Trustee a proxy that will entitle you (or another person designated by you) to attend the Meeting and personally exercise (as proxy of the Trustee) the votes attached to the Special Voting Share that you (as holder of the Partnership exchangeable units) would otherwise be entitled to instruct the Trustee to vote. If you hold Partnership exchangeable units in street name, and you wish to vote those units in person at the Meeting (or have another person attend and vote on your behalf), you should contact the broker or nominee that holds those units and follow their instructions to obtain the necessary proxy.

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Can I change my mind after I deliver my proxy or submit my voting instruction?

Yes. If you are a shareholder of record of the Common Shares or Preferred Shares, you may change your vote or revoke your proxy by:

Any written instructions must be executed by the shareholder or the shareholder’s authorized attorney or, if the shareholder is a corporation, under its corporate seal or by an officer thereof duly authorized.

If you hold your Common Shares or Preferred Shares in street name, and wish to change your vote or proxy nominee, you should consult your broker or nominee with respect to submitting new voting instructions. Intermediaries may set deadlines for the receipt of revocation notices that are farther in advance of the Meeting than those set out above and, accordingly, any such revocation should be completed well in advance of the deadline prescribed in the form of proxy or voting instruction form accompanying this proxy statement, to ensure it is given effect at the Meeting.

If you are a holder of record of Partnership exchangeable units, you may revoke or amend your voting instruction by:

If your Partnership exchangeable units are held in street name, you should consult your broker or nominee with respect to revoking or amending your prior voting instructions.

What does it mean if I receive more than one proxy card?

If you receive more than one proxy card it means that you have multiple accounts with brokers or other nominees or with the Transfer Agent, as applicable, through which you hold Common Shares or Partnership exchangeable units. Please vote or provide voting instructions for all of the Common Shares or Partnership

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exchangeable units you own. We encourage you to register all of these securities in the same name and address. You may do this by contacting your broker or other nominee or the Transfer Agent. The Transfer Agent may be reached through the following methods:

By Mail:

Computershare Trust Company of Canada

100 University Ave

8th Floor

Toronto, Ontario, M5J 2Y1

By Telephone:

(800) 564-6253 (toll free North America)

(514) 982-7555 (international direct dial)

By Email: service@computershare.com

By Internet: www.computershare.com/service

Who may attend the Meeting?

The Meeting is open to all record holders of Common Shares and Preferred Shares as of the close of business on the Record Date and their duly appointed proxy nominees. Beneficial owners of Common Shares and Preferred Shares and record holders and beneficial owners of Partnership exchangeable units who owned such shares or Partnership exchangeable units, as the case may be, as of the close of business on the Record Date may obtain a proxy that will entitle them (or another person designated by them) to attend and vote at the Meeting. See “—Can I vote in person at the Meeting?” above for instructions on how to obtain a proxy for that purpose.

What do I need to bring to attend the Meeting?

If you are a record holder or beneficial owner of Common Shares or Preferred Shares:

If you are a record holder of Partnership exchangeable units:

Your admittance to the Meeting will depend upon availability of seating. IF YOU DO NOT HAVE VALID PICTURE IDENTIFICATION AND PROOF THAT YOU OWN COMMON SHARES, PREFERRED SHARES OR PARTNERSHIP EXCHANGEABLE UNITS, YOU MAY NOT BE ADMITTED INTO THE MEETING.

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May shareholders ask questions?

Yes. Our representatives will answer shareholders’ questions of general interest following the Meeting consistent with the rules distributed at the Meeting.

Where can I find voting results of the Meeting?

Promptly following the Meeting, but not more than four business days thereafter, we will announce the results for the proposals voted upon at the Meeting and publish final detailed voting results for each matter voted upon in a report filed on www.sedar.com and in a Form 8-K filed with the Securities and Exchange Commission (“SEC”). In addition, in accordance with Toronto Stock Exchange (“TSX”) rules, following the Meeting we will promptly issue a news release disclosing the detailed voting results for the election of each director.

I am a holder of Partnership exchangeable units. Why am I receiving proxy solicitation materials that relate solely to RBI?

RBI is the sole general partner of Partnership and manages all of the Partnership’s operations and activities in accordance with the partnership agreement of Partnership. The Partnership exchangeable units are intended to provide voting rights with respect to RBI that are equivalent to the corresponding rights afforded to holders of Common Shares. In addition to making provision for these voting rights, the voting trust agreement requires that each record holder of Partnership exchangeable units be provided a copy of the notice of each meeting at which the holders of Common Shares are entitled to vote, together with the proxy statement provided to holders of Common Shares with respect to each such meeting. Except as otherwise required by the partnership agreement, voting trust agreement or applicable law, the holders of the Partnership exchangeable units are not directly entitled to receive notice of or to attend any meeting of the unitholders of Partnership or to vote at any such meeting. Accordingly, you will not receive notice of, or an information circular or proxy in respect of, an annual meeting of Partnership.

Where can I find further information in respect of the Partnership exchangeable units or the Preferred Shares?

A summary of certain terms of the Partnership exchangeable units and the Preferred Shares is included in Appendix C to this proxy statement.

Who should I call with other questions?

If you have additional questions about this proxy statement or the Meeting or would like additional copies of this proxy statement or our annual report, please contact: Restaurant Brands International Inc., 226 Wyecroft Road, Oakville, Ontario L6K 3X7, Canada, Attention: Patrick McGrade, Telephone: (905) 845-6511.

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EXPLANATORY NOTE

On December 12, 2014, a series of transactions (the “Transactions”) were completed resulting in Restaurant Brands International Inc., a Canadian corporation, indirectly acquiring Burger King Worldwide, Inc., a Delaware corporation (“BKW”), and Tim Hortons Inc. a Canadian corporation (“THI”). RBI is the sole general partner of Partnership. As a result of the Transactions, for SEC reporting purposes, RBI became a successor issuer to BKW pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, the information in this proxy statement includes actions of the board and management of BKW prior to December 12, 2014 and reflects actions of RBI as its successor subsequent to that date.

On December 15, 2014, our Common Shares began trading on the New York Stock Exchange (the “NYSE”) and TSX under the ticker symbol “QSR”. In addition, the Partnership exchangeable units are deemed to be registered under Section 12(b) of the Exchange Act, and Partnership is subject to the informational requirements of the Exchange Act and the rules and regulations promulgated thereunder. On December 15, 2014, the Partnership exchangeable units began trading on the TSX under the ticker symbol “QSP”. As a result, RBI is subject to the applicable governance rules and listing standards of both the NYSE and TSX. The Partnership is subject to the applicable governance rules and listing standards of the TSX to the extent not satisfied by RBI.

Each of RBI and Partnership is a reporting issuer in each of the provinces and territories of Canada and, as a result, is subject to Canadian continuous disclosure and other reporting obligations under applicable Canadian securities laws. This proxy statement constitutes an Information Circular of RBI’s management for purposes of RBI’s Canadian continuous disclosure obligations under National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”) and a management proxy circular of RBI under section 150 of the Canada Business Corporations Act (the “CBCA”). Pursuant to an application for exemptive relief made in accordance with National Policy 11-203 – Process for Exemptive Relief Applications in Multiple Jurisdictions, Partnership has received exemptive relief dated October 31, 2014 from the Canadian securities regulators. This exemptive relief exempts Partnership from the continuous disclosure requirements of NI 51-102, effectively allowing Partnership to satisfy its Canadian continuous disclosure obligations by relying on the Canadian continuous disclosure documents filed by RBI, for so long as certain conditions are satisfied. Among these conditions is a requirement that Partnership concurrently send to all holders of the Partnership exchangeable units all disclosure materials that RBI sends to its shareholders and a requirement that Partnership separately report all material changes in respect of Partnership that are not also material changes in respect of RBI.

This exemptive relief is also conditioned upon RBI including certain disclosures in its proxy solicitation materials. These disclosures are included throughout this proxy statement, including Appendix C.

Please note that all references to dollar amounts in this proxy statement, unless otherwise indicated, are to United States dollars. For more information on the Transactions, please see our “Compensation Discussion and Analysis” included in this proxy statement and our annual report on Form 10-K for the fiscal year ended December 31, 2014.

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On December 12, 2014, BKW, as sole shareholder of RBI prior to the Transactions, adopted new bylaws to govern the affairs of RBI. On January 30, 2015, our Board of Directors unanimously ratified the adoption of our bylaws. Our bylaws permit the Board of Directors to determine the number of directors that constitute the Board, provided that the Board shall not consist of fewer than three nor greater than fifteen members. In addition, our bylaws provide that at least twenty-five percent of the directors shall be resident Canadians, as required by the CBCA.

Our Board consists of eleven directors who were appointed to serve on December 12, 2014, following the Transactions. Seven members of our current Board were directors of BKW immediately prior to the Transactions, Messrs. Behring, Franklin, Fribourg, Parker, Sicupira, Thompson Motta and Van Damme, while Mr. Schwartz, also a director, served as BKW’s Chief Executive Officer. The remaining three members of our Board, Messrs. Caira, Lederer and Milroy, were directors of THI immediately prior to the Transactions. Each of the three former THI directors currently serving on our Board is a resident Canadian as defined by the CBCA. We believe a board of this size and composition is appropriate, giving us the combined expertise of former directors from each of our operating subsidiaries, as well as a diverse set of perspectives around the boardroom. Our current Board is also appropriately sized to allow effective committee organization and to facilitate efficient meetings and decision-making.

As we discuss under “Corporate Governance—Board Independence” on page 19 of this proxy statement, our Board conducts an evaluation of the independence of each director and has determined that a majority of our directors are independent under all applicable legal requirements. In particular, our Board has determined that all of our directors, except Messrs. Schwartz and Caira, qualify as “independent” directors under the NYSE listing standards. Under the rules of the TSX and Canadian securities laws, Messrs. Franklin, Fribourg, Lederer, Milroy, Parker and Van Damme qualify as “independent.”

We believe that each of our directors possesses the experience, skills and qualities to fully perform his duties as a director and contribute to our success. Our directors were nominated because each is of high ethical character, highly accomplished in his field with superior credentials and recognition, has a sound personal and professional reputation, has the ability to exercise sound business judgment, and is able to dedicate sufficient time to fulfilling his obligations as a director. Our directors as a group complement each other and each of their respective experiences, skills and qualities. Each director’s principal occupation and other pertinent information about particular experience, qualifications, attributes and skills that led the Board to conclude that such person should serve as a director, appears on the following pages.

Nominees For Director

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If elected, each of the aforementioned nominees has consented to serve as directors and hold office until the close of the 2016 Annual Meeting of Shareholders and until their respective successors have been elected and qualified.

Recommendation of the Board of Directors

The Board of Directors recommends a vote “FOR” the director nominees.

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Corporate Governance Guidelines

Our business and affairs are managed under the direction of our Board of Directors. Our Board believes that good corporate governance is a critical factor in achieving business success and in fulfilling the Board of Directors’ responsibilities to shareholders. In December 2014, BKW, as the sole shareholder of RBI prior to the Transactions, adopted the Restaurant Brands International Inc. Board of Directors Governance Guidelines (“Governance Guidelines”) to provide a framework for corporate governance in accordance with the Canadian and U.S. securities laws, the NYSE Listing Rules, the TSX rules, requirements under the CBCA and our organizational documents. On January 30, 2015, our Board of Directors unanimously ratified the adoption of the Governance Guidelines.

Highlights of our Governance Guidelines are described below:

The NCG Committee will periodically review our Governance Guidelines, and, if appropriate, will recommend changes to the Board. The full text of our Governance Guidelines is attached as Appendix D to this proxy statement and is also available in the “Investors—Corporate Governance” section of our website at www.rbi.com.

Board Leadership Structure

Our Board has an Executive Chairman, Alexandre Behring, and a Vice Chairman, Marc Caira. While our Board has not developed a written position description for the Chairman of the Board or the Chairpersons of our committees, our Governance Guidelines set forth the role of the Executive Chairman and Vice Chairman and the charters of each Committee set forth the role of the Committee Chairman. Specifically, the Chairman of the Board is responsible for facilitating a highly functioning and effective Board, providing overall leadership and encouraging open communications and the Vice Chairman of the Board assists the Chairman and serves at

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meetings at which the Chairman is not in attendance or is unable to participate in a motion. The Chairman of each committee is responsible for setting the frequency and length of the meetings, setting meeting agendas consistent with the Committee’s charter and reporting on the activities of that committee to the full Board on a periodic basis.

Our Board has not adopted a formal policy regarding the need to separate or combine the offices of Chairman of the Board and Chief Executive Officer as the Board believes it is important to retain its flexibility to allocate the responsibilities of the offices of the Chairman and CEO in any way that it deems in the best interests of RBI at a given point in time. At the present time, the positions of Chairman of the Board and CEO are filled by different individuals. Our CEO, Daniel Schwartz, is also a member of the Board. Under the authority of the Board, the CEO is responsible for the general management of the business and affairs of RBI, with the objective of enhancing long-term shareholder value. We believe that the current separation of roles provides a more effective monitoring and objective evaluation of the CEO’s performance.

Our Board has not developed a written position description for our CEO. Our Board and CEO develop, on an annual basis, corporate goals and objectives and parameters within which the CEO operates the business of RBI. Our Board and CEO also establish annual MBOs to measure the CEO’s individual achievement for purposes of our annual bonus plan. The Compensation Committee of the Board is also responsible for annually evaluating the CEO against these objectives. For a further discussion of the corporate goals and objectives and the measures by which our CEO is evaluated, please see our CD&A beginning on page 31 of this proxy statement.

Meetings

The board of directors of BKW met a total of six times during the period from January 1 to December 11, 2014. Each BKW director attended at least 75% of the aggregate of (1) the total number of meetings of the Board held during the period for which he had been a director and (2) the total number of meetings of the committee(s) of which he was a member during the period that he served. There were no meetings of our Board of Directors or any committee during the period from December 12, 2014 through the remainder of 2014. The specific number of board meetings attended last year by each of our directors was as follows:

In accordance with our Governance Guidelines, the Chairman of the Board will generally determine the frequency and length of Board meetings and will set the agenda for each Board meeting. Board members are encouraged to suggest the inclusion of additional items on an agenda, and any director may request that an item be placed on an agenda. Board meetings are generally held pursuant to a pre-determined schedule, with additional meetings scheduled as necessary.

Board Independence

It is the policy of the Board that a majority of directors must (i) be independent with no direct or indirect material relationship or business conflict with RBI and (ii) otherwise meet the definition of an “independent” director under U.S. and Canadian securities laws and listing standards of the NYSE and the TSX. Our Board has affirmatively determined that the following director nominees have no material relationship with RBI and otherwise qualify as independent based on all of the foregoing criteria: Messrs. Franklin, Fribourg, Lederer, Milroy, Parker and Van Damme.

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Under NYSE listing standards, a director qualifies as “independent” if the board of directors affirmatively determines that the director has no material relationship with the listed company. While the focus of the inquiry is independence from management, the board is required to consider broadly all relevant facts and circumstances in making an independence determination. Our Board has affirmatively determined that the following director nominees have no material relationship with RBI and are, therefore, independent based on the NYSE listing standards: Messrs. Behring, Franklin, Fribourg, Lederer, Milroy, Parker, Sicupira, Thompson Motta and Van Damme.

In conducting its evaluations of Messrs. Behring, Schwartz, Sicupira and Thompson Motta, the Board considered their affiliation with 3G Capital, which currently controls approximately 92% of the outstanding Partnership exchangeable units, which represents a 47% voting interest in the combined company. In conducting its evaluation of Mr. Behring, the Board also considered his service on the board of directors of H.J. Heinz Company, a supplier to our Burger King^® restaurants. As our Chief Executive Officer, Mr. Schwartz is not independent under the NYSE listing standards. In addition, Mr. Caira is not independent under the NYSE listing standards as he was the President and CEO of Tim Hortons Inc., a material subsidiary of RBI, until December 2014, and also has a material relationship with RBI, which engaged his services as a consultant to provide transition services and assist with our global expansion strategy on December 15, 2014.

National Instrument 58-201, or NI 58-201, provides guidance on corporate governance practices with respect to director independence, which reflect best practices established by the Canadian Securities Administrators (“CSA”), but are not intended to be prescriptive. Such best practices provide, among other things, that (i) a company’s board of directors should have a majority of independent directors; (ii) the chairman of the board should be an independent director; (iii) the board should appoint a nominating committee composed entirely of independent directors; and (iv) the board should appoint a compensation committee composed entirely of independent directors. Determinations in respect of “independence” for these purposes are similar to the requirements under NYSE listing standards but differ in certain respects, including as to affiliations with controlling shareholders.

A majority of our Board is “independent” for purposes of Canadian securities laws and the TSX listing standards. However, our Executive Chairman, Mr. Behring, is not “independent” and our Compensation Committee and NCG Committee are not composed solely of “independent” directors for purposes of NI 58-201. Accordingly, we are not in compliance with all of the governance best practices set forth in Canadian securities laws with respect to committee and board chairman independence. Nevertheless, we believe that the directors will be able to exercise sufficient independence in making their decisions and we have, or expect to, establish processes and practices to ensure such independent decision-making is achieved. In particular, among other things (i) executive sessions will be held as part of each regularly scheduled Board meeting where members of management are not present; (ii) a lead independent director may be appointed in the future for purposes of chairing discussions among the independent directors and ensuring the Board is at all times capable of functioning independently of management; (iii) the Board expects that each independent director will disclose to the chair of the NCG Committee any actual or potential conflicts and any matters that may affect his or her independence; and (iv) the Conflicts Committee is required to, approve and/or direct a number of prescribed actions of the Board where a real or potential conflict of interest could exist or arise as between RBI, Partnership, or holders of Partnership exchangeable units. The discussion leader for executive sessions of the Board is generally Alexandre Behring.

Director Term Limits

All directors are elected at the annual meeting of our shareholders for a term of one year. The Board does not believe it should expressly limit a director’s tenure on the Board. RBI values the contribution of directors who over time have developed increasing insight into our company and operations and therefore provide an increasing contribution to the Board as a whole. As an alternative to term limits, prior to recommending to the Board that one or more current directors be submitted to the shareholders for re-election, the NCG Committee will review the performance of each director potentially standing for election or re-election, and make appropriate recommendations to the Board concerning that director’s candidacy.

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Majority Voting Policy

The Board has adopted a Majority Voting Policy as required by the rules of the TSX. The policy is included in the Governance Guidelines and provides that, in an uncontested election, a director must be elected to the Board by at least a “majority of the votes cast,” which means that the number of shares voted “FOR” a director’s election must exceed 50% of the number of votes cast with respect to that director’s election. An “uncontested election” means an election where the number of nominees for director is equal to the number of directors to be elected. In a contested election, a plurality vote standard will apply.

If a nominee for director in an uncontested election does not receive the affirmative vote of at least the majority of the votes cast, the director must immediately tender his or her resignation to the NCG Committee. The NCG Committee will consider and recommend, and the Board will determine, whether or not to accept the offer of resignation. The Board will accept the offer of resignation absent exceptional circumstances that would warrant the director continuing to serve on the Board, as determined by the Board in accordance with its fiduciary duties to RBI, and the resignation will be effective upon the Board’s acceptance. The decision of the Board shall be made within 90 days after the date of the shareholders’ meeting. Any director who tenders his or her resignation pursuant to the Majority Voting Policy shall not participate in the recommendation of the NCG Committee or the decision of the Board with respect to his or her resignation. A press release disclosing the Board’s determination (and the reasons for rejecting the resignation, if applicable) shall promptly be issued and furnished to the SEC, the CSA and the TSX.

If the Board accepts any tendered resignation, the Board may either proceed to fill the vacancy through the appointment of a new director, or determine not to fill the vacancy and instead decrease the size of the Board.

Director Orientation and Continuing Education

We provide access to appropriate orientation programs, sessions or materials for new members of the Board for their benefit either prior to or within a reasonable period of time after their nomination or election to the Board, which shall include written materials and presentations by senior management regarding the our business, strategic plans and policies. We and our Board encourage, but do not require, directors to participate in outside continuing education programs.

Board Committees

Prior to the Transactions, BKW’s board had three standing committees, an audit committee, a compensation committee and an executive committee, which operated pursuant to their respective charters. BKW was not required to establish a nominating and corporate governance committee as it fit within the NYSE’s exemption from such requirement for controlled companies. On December 11, 2014, BKW, as the sole shareholder of RBI prior to the Transactions, established three standing committees, the Audit Committee, the Compensation Committee and the NCG Committee. On January 30, 2015, our Board of Directors unanimously ratified the establishment of these standing committees and established a fourth committee, the Conflicts Committee.

On December 11, 2014, BKW, as the sole shareholder of RBI prior to the Transactions, adopted committee charters for the Audit, Compensation and NCG Committees, and on January 30, 2015, our Board of Directors unanimously ratified the adoption of the charters for these three committees and adopted a charter for the Conflicts Committee. These charters setting forth the responsibilities of each committee are available in the “Investors—Corporate Governance” section of our website at www.rbi.com, and such information is also available in print to any shareholder who requests it through our Corporate Secretary. A copy of the Audit Committee charter is also attached to this proxy statement as Appendix E.

Set forth below is a description of the responsibilities of our Audit, Compensation, NCG and Conflicts Committees and their current membership. Also set forth below is the number of meetings held by the BKW audit and compensation committees prior to December 12, 2014. There were no meetings held by our Audit, Compensation and NCG Committees for the period from December 12, 2014 to December 31, 2014.

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Audit Committee

Directors serving on our Audit Committee may not simultaneously serve on the audit committees of more than two other public companies, unless the Board determines that such simultaneous service would not impair the ability of the director to effectively serve on the Audit Committee.

The Board of Directors has determined that each member of the Audit Committee meets the independence requirements and is financially literate according to the NYSE listing standards and the Canadian securities laws and that each member of the Audit Committee meets the enhanced independence standards for audit committee members required by the SEC. In addition, the Board has determined that Mr. Fribourg is qualified as an audit committee financial expert within the meaning of SEC rules and has accounting and related financial management expertise within the meaning of the NYSE listing standards. For more information regarding Mr. Fribourg’s business experience, see his biography under “Proposal 1 – Election of Directors.” The discussion leader for executive sessions of the Audit Committee is generally Mr. Fribourg.

Compensation Committee

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The Compensation Committee establishes, reviews and approves executive compensation based on, among other factors, an evaluation of the performance of the CEO and CEO Direct Reports in light of corporate goals and objectives relevant to executive compensation, including annual performance objectives, and makes recommendations to the Board of Directors with respect to executive compensation. For further details on executive compensation, see the Compensation Discussion & Analysis, or CD&A, beginning on page 31 of this proxy statement.

Non-management director compensation is determined by the Board, upon recommendation of the Compensation Committee, taking into account general and specific demands of Board and committee service, Company performance, comparisons with other organizations of similar size and complexity, competitive factors, other forms of compensation received by directors, if any, and other factors which it deems relevant, all with the intent of aligning directors’ interests with the long-term interests of our shareholders. A management director receives no additional compensation for his or her service as a director. For more details on director compensation, see the discussion under the heading “—Director Compensation” below on page 27.

Pursuant to its charter, the Compensation Committee may delegate to one or more officers of RBI the authority to make grants and awards of stock rights or options to any persons other than the CEO, any CEO Direct Report, and any person covered by Section 16 of the Exchange Act. The Compensation Committee has delegated this authority to the CEO. In addition, as permitted under applicable law and the NYSE listing standards, the Compensation Committee may delegate its authority to one or more subcommittees or the Chairman of the Compensation Committee when it deems appropriate and in the best interests of RBI.

The Compensation Committee has the sole authority, pursuant to its charter, to retain and terminate any compensation consultant assisting the Compensation Committee in the evaluation of executive officer compensation, including sole authority to approve all such compensation consultant’s fees and other retention terms. During 2014, neither BKW’s nor RBI’s Compensation Committee engaged any compensation consultants.

The Board of Directors has determined that each member of the Compensation Committee (i) meets the independence requirements of the NYSE listing standards, including the heightened independence requirements specific to compensation committee members, (ii) meets the requirements of an outside director pursuant to the Internal Revenue Code (the “Code”) and (iii) meets the requirements of a non-employee director under the Exchange Act.

For purposes of Canadian corporate governance best practices, our Compensation Committee is not composed entirely of independent directors, as only Mr. Fribourg is independent for such purposes. Our Board believes that the Compensation Committee charter outlines an objective process for determining executive compensation based on objective criteria such as evaluating the performance of our executive officers in light of defined performance objectives. The discussion leader for executive sessions of the Compensation Committee is generally Alexandre Behring.

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Nominating and Corporate Governance Committee

The Board is responsible for selecting and nominating directors for election, acting on the recommendation of the NCG Committee, and giving attention to the following qualifications and criteria:

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Selection of candidates is based on, first, the needs of RBI, and, second, identification of persons responsive to those needs. Although we do not have a formal, written policy relating to the identification and nomination of women directors or a formal, written diversity policy, the NCG Committee seeks a diverse group of director candidates, including diversity with respect to age, gender and ethnic background. In addition, the Board may consider, giving such weight as it deems appropriate, ancillary attributes of nominees such as terms served, change in employment status and other directorships. The NCG Committee may engage the services of a search firm to assist it in identifying potential director candidates. In such case, the NCG Committee will have the sole authority to negotiate and approve the search firm’s fees and other retention terms.

We have not adopted a target regarding the number of women on our Board because we believe that a less formulaic approach to board composition, together with a rigorous search for qualified candidates based on the above qualifications and criteria, will best serve our needs. There are currently no women directors on the Board.

For purposes of Canadian corporate governance best practices, our NCG Committee is not composed entirely of independent directors as only Mr. Van Damme is independent for such purposes. As noted above, the Board is responsible for selecting and nominating director candidates, based on the NCG Committee’s recommendation. The Board believes that its Governance Guidelines outline objective qualifications and criteria (described above) that promote its objective selection and nomination of director candidates. There have been no meetings of the NCG Committee, but we expect that the discussion leader for executive sessions of the NCG Committee will be Alexandre Behring, the chair of the Committee.

Conflicts Committee

In addition to the three standing committees, the Board, as the general partner of the Partnership, has established a Conflicts Committee which will be required to consent to, approve and/or direct a number of enumerated actions under the partnership agreement where a real or potential conflict of interest could exist or arise as between RBI, Partnership or holders of Partnership exchangeable units.

Each of the members of the Conflicts Committee is “independent” (as such term is defined in the partnership agreement) in accordance with the requirements of the partnership agreement.

Compensation Committee Interlocks and Insider Participation

None of Messrs. Behring, Fribourg or Sicupira was an officer (as defined in Rule 3b-2 under the Exchange Act) or employee of BKW or RBI during 2014. No executive officer of BKW prior to December 12, 2014 or RBI subsequent to that date served on the compensation committee or board of any company that employed any member of the compensation committee or board of directors of either BKW prior to December 12, 2014 or RBI subsequent to that date.

Code of Ethics/Conduct

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Related Party Transaction Policy

The Board of Directors has adopted a written related person transactions policy, which is administered by the Audit Committee. This policy applies to any transaction or series of related transactions or any material amendment to any such transaction involving a related person and RBI or any subsidiary. For purposes of Canadian securities laws, related person transactions include any financial transaction, arrangement or relationship such as a loan or guarantee of indebtedness in excess of $75,000 per fiscal year. However, under U.S. securities laws, RBI may not make any loan or other extension of credit to any of its directors or executive officers.

For purposes of the policy, “related persons” consist of executive officers, directors, director nominees, any shareholder beneficially owning more than 5% of any class of our voting securities, and immediate family members of any such persons. In reviewing related person transactions, the Audit Committee takes into account all factors that it deems appropriate, including whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in the transaction. No member of the Audit Committee may participate in any review, consideration or approval of any related person transaction in which the director or any of his immediate family members is the related person. All related person transactions will be disclosed in filings as required under applicable securities laws.

Certain Relationships and Related Transactions

On December 15, 2014, we entered into a consulting agreement with Mr. Caira, Vice Chairman of our Board, pursuant to which he agreed to provide transition services and assistance in connection with our efforts to expand certain of our brands globally (the “Consulting Agreement”). Recognizing that substantially all the services will be provided in 2015, we subsequently amended the Consulting Agreement, and as amended, the terms of the Consulting Agreement provide, among other things, that Mr. Caira will receive $1,500,000, payable as follows: $1,425,000 in 2015, payable in quarterly installments of $356,250, and $37,500 in each of 2016 and 2017, payable in annual installments. The term of the Consulting Agreement commenced on January 1, 2015 and will terminate on December 31, 2017, subject to early termination by either party under certain circumstances.

On December 9, 2014, the disinterested members of the BKW Board of Directors approved the accelerated vesting of stock options previously granted to Bernardo Hees, the former CEO of BKW and Vice Chairman of the board of directors of BKW until December 11, 2014, in view of Mr. Hees’ prior service to BKW as its former CEO, as well as his more recent contributions as Vice Chairman and his willingness to serve RBI as part of an integration committee with Messrs. Schwartz and Behring. Notwithstanding the accelerated vesting of his options, Mr. Hees has agreed not to exercise his options until the original vesting date of the applicable option.

None of our current or former directors or executive officers has any amount of indebtedness outstanding to us. As of April 6, 2015, the aggregate amount of indebtedness outstanding by all current and former employees of RBI and any of its subsidiaries, and their respective associates, is as follows:

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Risk Management

Board Role in Management of Risk

The Board is actively involved in the oversight and management of risks that could affect RBI. This oversight and management is conducted primarily through its committees, but the full Board has retained responsibility for general oversight of risks. The Audit Committee is primarily responsible for overseeing the risk management function, specifically with respect to management’s assessment of risk exposures (including risks related to liquidity, operations and regulatory compliance), and the processes in place to monitor and control such exposures. In carrying out its responsibilities, the Audit Committee works closely with our internal audit department and other members of our management team responsible for monitoring such risks. The other committees of the Board consider the risks within their areas of responsibility. The Board satisfies its oversight responsibility through full reports by each committee chair regarding the committee’s considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within RBI.

Compensation Risks

Based on a comprehensive review and analysis of our incentive plans and programs, the Compensation Committee believes these programs are not reasonably likely to give rise to risks that would have a material adverse effect on our business. The Compensation Committee considered the following factors as part of its review and analysis of our incentive plans and programs:

Director Compensation

General. Until December 11, 2014, the board of BKW maintained a director compensation program for the non-management directors of its board. On December 11, 2014, BKW, as the sole shareholder of RBI prior to the Transactions, adopted a director compensation program for our non-management directors that was substantially similar to that of BKW. On January 30, 2015, our Board of Directors unanimously ratified the adoption of the director compensation program. Under our director compensation program, each non-management director is entitled to receive a one-time grant of stock options with a face value of $500,000, the Chairman is entitled to receive a one-time grant of stock options with a face value of $1,000,000 and the Vice Chairman is entitled to receive a one-time grant of options with a face value of $750,000 upon his election to the

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Board. The option grant cliff vests in five years. In addition, non-management directors other than the Chairman and Vice Chairman are entitled to receive an annual retainer of $50,000, the Chairman is entitled to receive an annual retainer of $100,000 and the Vice Chairman is entitled to receive an annual retainer of $75,000. Each non-management member of the Audit Committee, Compensation Committee and NCG Committee is entitled to receive an annual committee fee of $10,000. Non-management directors have the opportunity to elect to defer their annual retainer and committee fees and, in lieu of the cash fees, to receive a grant of restricted stock units (RSUs) with a value of two times the foregone fees which will settle upon termination of board service.

The following table summarizes compensation paid to each non-employee director of RBI and its predecessor BKW for the period of January 1, 2014 to December 31, 2014.

The table below sets forth the aggregate number of unexercised stock options held by each non-management director as of December 31, 2014:

As a result of the Transactions, each outstanding BKW option was converted into an option to acquire from RBI the same number of Common Shares as were subject to the underlying BKW option and on the same terms and conditions as were applicable under the award agreement issued in connection with such BKW option (including with respect to vesting and exercise price). Each outstanding THI stock option (and its tandem stock appreciation right or “SAR”), whether vested or unvested, that was not surrendered in connection with the Transactions was exchanged for a stock option with a tandem SAR to acquire from RBI a number of common shares equal to the product of the number of THI common shares subject to such THI option and 2.4106, subject to rounding.

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Set forth below is the biography of each of our current executive officers, other than Mr. Schwartz whose biography is set forth under the heading “Directors.” Under Canadian law, each of our executive chairman and vice chairman is considered an officer of RBI. However, neither of Messrs. Behring or Caira was during 2014, or is currently, an officer of RBI as defined in Rule 3b-2 under the Exchange Act.

Joshua Kobza. Mr. Kobza was appointed Chief Financial Officer of RBI on December 15, 2014. Mr. Kobza served as Executive Vice President and Chief Financial Officer of Burger King Worldwide since April 11, 2013. Mr. Kobza joined Burger King Worldwide in June 2012 as Director, Investor Relations, and was promoted to Senior Vice President, Global Finance in December 2012. From January 2011 until June 2012, Mr. Kobza worked at SIP Capital, a São Paulo based private investment firm, where he evaluated investments across a number of industries and geographies. From July 2008 until December 2010, Mr. Kobza served as an analyst in the corporate private equity area of the Blackstone Group in New York City.

José Cil. Mr. Cil was appointed President, Burger King on December 15, 2014. Mr. Cil served as Executive Vice President and President of Europe, the Middle East and Africa for Burger King Worldwide and its predecessor from November 2010 until December 2014. Prior to this role, Mr. Cil was Vice President and Regional General Manager for Wal-Mart Stores, Inc. in Florida from February 2010 to November 2010. From September 2008 to January 2010, Mr. Cil served as Vice President of Company Operations of Burger King Corporation and from September 2005 to September 2008, he served as Division Vice President, Mediterranean and NW Europe Divisions, EMEA of a subsidiary of Burger King Corporation. Mr. Cil is a director of Carrols Restaurant Group, Inc., the Company’s largest franchisee.

Elias Diaz Sesé. Mr. Diaz Sesé was appointed President, Tim Hortons on December 15, 2014. From January 2012 to December 2014, he was the president of BK AsiaPac, Pte. Ltd. located in Singapore. From August 2011 to December 2011, he was a Senior Vice President Continental Europe for Burger King Europe GmbH located in Zug, Switzerland. Between January 2011 and August 2011, Mr. Díaz Sesé served as a Vice President Franchise and Emerging Markets for Burger King Europe GmbH. From August 2008 to December 2010, he served as General Manager for Burger King’s operations in Spain and Portugal.

Jacqueline Friesner. Ms. Friesner was appointed Principal Accounting Officer and Controller of RBI on December 15, 2014. Ms. Friesner served as Vice President, Controller and Chief Accounting Officer of Burger King Worldwide and its predecessor from March 2011 until December 2014. Prior thereto, Ms. Friesner served as Senior Director, Global Accounting and Reporting of Burger King from December 2010 until March 2011 and as Director, Global and Technical Accounting from November 2008 until December 2010. From October 2002 until December 2010, Ms. Friesner served in positions of increasing responsibility with Burger King Corporation. Before joining Burger King Corporation in October 2002, Ms. Friesner was an audit manager at Pricewaterhouse Coopers in Miami, Florida.

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Heitor Gonçalves. Mr. Gonçalves was appointed Chief Information and Performance Officer and Chief People Officer of RBI on December 15, 2014. Mr. Gonçalves served as Executive Vice President, Chief Information and Performance Officer of Burger King Worldwide and its predecessor from October 2010 until December 2012, assuming the additional role of Chief People Officer in April 2013. Prior to joining Burger King Worldwide, Mr. Gonçalves served in multiple strategic roles for Anheuser-Busch InBev from October 2008 to March 2010, including global M&A director and head of Western Europe logistics. From March 2010 to October 2010, Mr. Gonçalves worked as a consultant for 3G Capital based in Belgium. From November 2004 to September 2008, Mr. Gonçalves served as VP, Global Rewards at InBev. He served in positions of increasing responsibility at Brahma, a brewing company, and at its successor, AmBev, from September 1995 until October 2004.

Jill Granat. Ms. Granat was appointed General Counsel and Corporate Secretary of RBI on December 15, 2014. Ms. Granat served as Senior Vice President, General Counsel and Secretary of Burger King Worldwide and its predecessor since February 2011. Prior to her appointment, Ms. Granat was Vice President and Assistant General Counsel of Burger King Corporation from July 2009 until February 2011. Ms. Granat joined BKC in 1998 as a member of the legal department and served in positions of increasing responsibility with the company.

We have not adopted a formal policy which specifies targets regarding the representation of women in executive officer positions. While we believe that diversity—including gender diversity—is an important consideration in determining the makeup of our executive team, it is only one of a number of factors (which include merit, talent, experience, expertise, leadership capabilities, innovative thinking and strategic agility), that are considered in selecting the best candidates for executive positions. We currently have two women executive officers, Jacqueline Friesner, Principal Accounting Officer and Controller, and Jill Granat, General Counsel and Corporate Secretary, who comprise 20% of our ten executive officers (as defined under the Canadian securities laws).

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Explanatory Note

As a result of the Transactions, for SEC reporting purposes, RBI became a successor issuer to BKW pursuant to Rule 12g-3(a) under the Exchange Act. Accordingly, the information in this Compensation Discussion and Analysis includes actions of the board and management of BKW prior to December 12, 2014 and reflects actions of RBI as its successor subsequent to that date.

As a result of the Transactions, each share of BKW common stock outstanding was converted into 0.99 newly issued Common Shares and 0.01 newly issued Partnership exchangeable units, unless a BKW stockholder made an election to receive consideration solely or in part in the form of Partnership exchangeable units, in which case each share of BKW common stock for which such election was made was converted into one Partnership exchangeable unit. From and after December 12, 2015, the holder of a Partnership exchangeable unit will have the right to require the Partnership to exchange all or any portion of such holder’s Partnership exchangeable units for Common Shares at a ratio of one share for each Partnership exchangeable unit, subject to RBI’s right as the general partner of the Partnership to determine to settle any such exchange for a cash payment in lieu of Common Shares. Additionally, each outstanding BKW option was converted into an option to acquire from RBI the same number of Common Shares as were subject to the underlying BKW option and on the same terms and conditions as were applicable under the award agreement issued in connection with such BKW option (including with respect to vesting and exercise price). Each outstanding restricted stock unit was converted into a restricted stock unit with respect to the same number of Common Shares from RBI as were subject to the underlying BKW restricted stock unit and on the same terms and conditions as were applicable under the award agreement issued in connection with such BKW restricted stock unit (including with respect to vesting).

General Overview

This Compensation Discussion and Analysis, or CD&A, describes our compensation philosophy, how the Compensation Committee establishes executive compensation, the objectives of our various compensation programs, how performance metrics are selected for the various components of our compensation programs and how the performance of our CEO and other named executive officers is evaluated and results in the level of compensation awarded under the various components of our compensation program. From January 1, 2014 until December 11, 2014, our named executive officers were compensated under BKW’s compensation programs. Following the Transactions, from December 12, 2014, our named executive officers were compensated under our compensation programs, which are substantially similar to those of our predecessor, BKW. In this CD&A, we describe the compensation philosophy and compensation programs of BKW, our predecessor, and the actions of the Compensation Committee of the Board of Directors of BKW (the “BKW Compensation Committee”) for the period of January 1, 2014 until December 11, 2014. From December 11, 2014 and thereafter, we describe the compensation philosophy and compensation programs of RBI, and the actions of the Compensation Committee of the Board of Directors of RBI (the “Compensation Committee”).

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For 2014, our named executive officers, or “NEOs”, were the following executives:

Compensation Philosophy

Our compensation philosophy was and continues to be based on pay-for-performance and meritocratic principles, which incorporates our achievement of specific goals as well as achievement by employees of individual performance goals. Our compensation programs are generally designed to support our business initiatives by:

In making determinations about compensation, the Compensation Committee places a great emphasis on the following factors specific to the relevant individual and his or her role:

Oversight of Executive Compensation Programs

Role of Compensation Committee

The Compensation Committee makes compensation decisions and is responsible for overseeing and awarding grants under the Restaurant Brands International Inc. 2014 Omnibus Incentive Plan (the “2014 Omnibus Plan”). The Compensation Committee is also responsible to the Board of Directors for establishing and overseeing our compensation philosophy and for overseeing and setting our executive compensation and benefits policies and programs generally, and is charged with, among other things, evaluating the performance and setting the compensation of our CEO and CEO Direct Reports, making recommendations to the Board with respect to the compensation of Board members and reviewing our management succession plan. The Compensation Committee does not benchmark to a particular industry or group of companies, but we draw information from general experience and the experience of other companies in which principals of 3G Capital Partners, Ltd. (“3G Capital”) have an ownership interest in formulating our executive compensation packages.

Role of Executives in Establishing Compensation

Our CEO makes recommendations to the Compensation Committee regarding job leveling and grading for the NEOs and other senior level employees. During 2014, our General Counsel attended all Compensation

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Committee meetings, although she left the meeting during the Compensation Committee’s executive sessions. The CEO also reviews meeting materials with the Chairman of the Compensation Committee prior to scheduled meetings. Under the Compensation Committee Charter, the Compensation Committee must review the compensation and other terms of employment of the CEO and the CEO Direct Reports and approve all equity grants made to the CEO, CEO Direct Reports and any person covered by Section 16 of the Exchange Act. However, the Compensation Committee has delegated to the CEO the authority to grant equity awards to any other employees of RBI and its subsidiaries.

Consideration of Stockholder Advisory Vote

As part of its compensation setting process, the Compensation Committee also reviewed the results of the prior year’s BKW stockholder advisory vote at the BKW 2014 Annual Meeting, including the fact that 93% of the votes cast were voted in favor of BKW’s executive compensation. The Compensation Committee intends to annually review the results of the advisory vote and will be cognizant of this feedback as it completes its annual review of each pay element and the total compensation packages of our named executive officers.

Elements of Compensation and Benefit Programs

To achieve our policy goals, the Compensation Committee utilizes the following components of compensation: (1) base salary, (2) an Annual Bonus Program, (3) an Annual Bonus Swap Program and (4) discretionary equity grants that may be awarded from time to time.

Base Salary

Objectives and Considerations. We provide a base salary to recognize the skills, competencies, experience and individual performance that each NEO brings to his position. The Compensation Committee annually reviews the base salary of the CEO and each CEO Direct Report. The Compensation Committee considers various factors such as the relevant employment agreement, the executive’s performance and responsibilities, leadership and years of experience and his or her total compensation package.

2014 Actions. On January 27, 2014, the BKW Compensation Committee approved an increase in Mr. Kobza’s base salary, effective February 7, 2014, from $350,000 to $385,000, in recognition of his expanded responsibilities in the area of development.

Annual Bonus Program

Objectives and Considerations. Annual cash incentives are performance-based and designed to motivate and reward employees who contribute positively towards our business strategy and achieve their individual performance objectives. Annual cash incentives are only paid if we achieve our minimum financial goals for the calendar year.

Plan Design. In general, our employees (excluding those who are eligible to participate in other incentive-based compensation plans), including our NEOs, are eligible to receive an annual performance-based cash bonus based on (1) Business Achievement, (2) Individual Achievement, and (3) a Global Multiplier. For 2014, however, our annual performance-based cash bonuses were awarded under the 2014 Annual Bonus Program, which was originally adopted by the BKW Compensation Committee on February 18, 2014 and assumed by RBI in connection with the Transactions. Therefore, only employees of BKW and its subsidiaries were eligible to participate in the 2014 Annual Bonus Program. The 2014 Annual Bonus Program was implemented under the 2014 Omnibus Plan.

The formula for determining an eligible employee’s annual cash bonus under the 2014 Annual Bonus Program (the “Bonus Payout”) is set forth below.

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Target Bonus: Our Compensation Committee establishes the annual target cash bonus opportunity or “target bonus” for each participating employee as a percentage of current base salary. An employee’s base salary as of September 30^th is used for the bonus calculation. Target bonuses are set based on the employee’s position, his or her experience, responsibilities, and prior year’s performance, although the employment agreement for Mr. Cil establishes a minimum target bonus for his term of employment and the employment agreements for Messrs. Schwartz, Kobza and Gonçalves establish a target bonus with respect to 2015. Due to the nature of the CEO’s role and responsibilities, the CEO’s target bonus as a percentage of base salary is greater than that of the other NEOs.

For 2014, the target bonus for each NEO, expressed as a percentage of base salary, was as follows:

The target bonus percentages for Messrs. Cil, Diaz Sesé and Gonçalves were set in connection with their previous roles at BKW. The target bonus percentages approved for 2014 were the same as those for 2013, except with respect to Mr. Kobza, whose target bonus percentage was increased from 120% to 140% of base salary in recognition of his expanded responsibilities in the area of development.

Achievement Percentage. An executive’s Achievement Percentage is made up of two components: (1) Business Achievement and (2) Individual Achievement, each of which is weighted 50% of the Achievement Percentage.

Business Achievement – Each year the Compensation Committee establishes (1) the financial metric which it will use for measuring the financial performance of RBI and its various divisions and (2) the threshold, target and maximum worldwide performance levels which will apply to the calculation of each participating executive’s bonus based on the scope of a participant’s role within RBI.

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Individual Achievement - We measure individual achievement based on a participant’s overall achievement of his or her MBOs, or Management by Objectives, expressed as a percentage of completion (with 100% being completion of all MBOs). Management by Objectives is a process of defining objectives within an organization so that management and employees are aligned and performance can be objectively measured. The MBO process ensures focus on main initiatives and prioritizes actions to support achievement of company results.

If a participant’s Individual Achievement is less than 50%, then he or she will not receive a bonus payout for that year even if the Business Achievement target is met. At the end of each year, the Compensation Committee evaluates the CEO and reviews the individual performance evaluations that the CEO completed for each other NEO.

In 2014, each NEO had four or five MBOs with at least 10 key performance indicators, or KPIs, that were evaluated to measure performance of the relevant MBO. Each KPI was expressed as a percentage of completion (with 100% being full completion of a KPI). The KPIs included both quantitative and qualitative metrics associated with the responsibilities of each individual NEO. None of the individual qualitative or quantitative performance objectives evaluated in determining the KPIs is material to understanding how the bonus program operated, or how annual cash incentive amounts were determined, in 2014.

Global Multiplier: We have established a “minimum”, “target” and “maximum” Global Multiplier to adjust the bonus payout based upon performance against the worldwide year-over-year organic adjusted EBITDA growth targets. For 2014, the “minimum” level represents an 80% payout, the “target” level represents a 100% payout, and the “maximum” level represents a 120% payout. If actual worldwide BKW EBITDA Growth Achievement falls between the minimum level and target level, the Global Multiplier would be between 80% and 100%. Likewise, to the extent worldwide BKW EBITDA Growth Achievement falls between the target level and the maximum level, the Global Multiplier would be between 100% and 120%.

2014 Annual Bonus Program Thresholds and Adjustments

Once the Compensation Committee has evaluated (i) the Business Achievement of BKW worldwide and at each regional level and (ii) the Individual Achievement of the CEO and each CEO Direct Report, bonus payouts are still subject to the following restrictions:

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Limit on 2014 Annual Bonus Program Payouts

In January 2014, the BKW Compensation Committee established an umbrella plan for certain “covered employees” of BKW, RBI’s predecessor, as defined in Section 162(m) of the Code to comply with the requirements of Section 162(m). The maximum bonus opportunity for 2014 was the lesser of $10 million or 5% of RBI’s 2014 EBITDA for Mr. Schwartz and 4% of 2014 EBITDA for the other NEOs. Since RBI’s 2014 EBITDA was approximately $255 million, the maximum bonus opportunity for each NEO was $10 million. The umbrella plan serves only to provide a ceiling on the maximum bonus payout that any NEO may receive, and the actual bonus paid to each NEO was determined pursuant to the 2014 Annual Bonus Program described above.

2014 Performance. For 2014, the Compensation Committee decided that our organic adjusted EBITDA growth performance levels for BKW would be calibrated based on year-over-year organic growth by adjusting the currency exchange rates to bring actual results back to forecasted rates. Business Achievement was determined based on a comparison of budgeted organic adjusted EBITDA growth for BKW and actual organic adjusted EBITDA growth for BKW. Our minimum performance, target performance and, if applicable, maximum performance levels under the 2014 Bonus Program were based on our budget and business plan approved by the Board of Directors of BKW for 2014, and these performance levels as well as the actual BKW EBITDA Growth Achievement, were as follows:

2014 BKW EBITDA Growth Performance Levels

For 2014, our Global Multiplier was 110% based on our worldwide BKW EBITDA Growth Achievement. The Individual Achievement Percentage for the NEOs for 2014 was 90.2%, 80.0%, 82.5%, 80.8% and 92.7% for Messrs. Schwartz, Kobza, Cil, Diaz Sesé and Gonçalves, respectively. Upon evaluation of our strong worldwide and regional BKW EBITDA Growth Achievement and the Individual Achievement of

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Messrs. Kobza, Cil, Diaz Sesé and Gonçalves, our CEO approved an upward adjustment to the bonus payout of these executives by the following percentages: Mr. Kobza, 20.0%; Mr. Cil, 1.0%; Mr. Diaz Sesé, 4.0%; and Mr. Gonçalves, 4.9%. In recognition of our strong worldwide BKW EBITDA Growth Achievement, the Compensation Committee approved an upward adjustment to the bonus payout for Mr. Schwartz of 19.5%. Additionally, in recognition of the extraordinary efforts made by our CFO in managing the Transactions to a successful conclusion, the Compensation Committee approved an additional upward adjustment to the bonus payout for Mr. Kobza of 20.6%. The Compensation Committee approved these adjustments on January 29, 2015.

On January 29, 2015, the Compensation Committee certified that, based on RBI’s EBITDA for 2014, the maximum bonus payout for each NEO for 2014 was $10 million. The Compensation Committee then exercised negative discretion to pay a lesser amount to each NEO consistent with the 2014 Annual Bonus Program. The actual bonus amounts are set forth in the 2014 Summary Compensation Table in this proxy statement. As discussed below, all of the NEOs who were eligible to participate elected to use a portion of their cash bonus to purchase Common Shares of RBI in the 2014 Bonus Swap Program, which, we believe, demonstrates our NEOs’ alignment with our stockholders and their confidence in our long-term success.

Annual Bonus Swap Program

Objectives and Considerations. As part of its commitment to partnering with its executives, BKW, our predecessor, historically provided employees at the level of director and above the ability to invest a portion of the cash bonus from the Annual Bonus Program into shares of common stock of BKW and leverage that investment through the issuance of matching stock options. On January 29, 2015, the Compensation Committee approved RBI’s 2014 Bonus Swap Program on substantially the same terms as the BKW 2013 Bonus Swap Program. The 2014 Bonus Swap Program was implemented under the 2014 Omnibus Plan.

2014 Bonus Swap Program. Under 2014 Bonus Swap Program, employees of BKW and its subsidiaries at the level of director and above were offered an opportunity to use either 25% or 50% (the “Swap Election Percentage”) of their calculated net bonus for 2014 (after deducting an amount based on a theoretical tax determined based on the employee’s country of residence) to purchase Common Shares of RBI (we refer to these purchased shares as “Investment Shares”). The number of Investment Shares purchased is calculated as the product of the calculated net bonus and the Swap Election Percentage, divided by the last sales price on the NYSE on the date prior to the bonus payment date or date of purchase.

Employees who elected to purchase Investment Shares also received stock options, called Bonus Matching Options, based on the percentage of their bonus converted to Investment Shares and their level within the organization. The Bonus Matching Options were calculated by (1) multiplying an employee’s gross bonus by the Swap Election Percentage, (2) multiplying this amount by two if the employee is at the level of EVP and above, and (3) dividing the total by the exercise price per share of the Bonus Matching Options, which is equal to the last sales price on the NYSE on the date prior to the date of grant. In the case of Mr. Diaz Sesé, his gross bonus was converted to U.S. dollars based on the exchange rate published in Bloomberg on March 6, 2014 in accordance with the terms of the 2014 Bonus Swap Program. Employees who elected to use 50% of their calculated net bonus to purchase Investment Shares also received additional stock options, called Additional Bonus Matching Options, in the same number as the Bonus Matching Options. Both the date of purchase of the Investment Shares and the grant date for the Bonus Matching Options and Additional Bonus Matching Options, if applicable, are the same as the payment date of the 2014 Annual Bonus Program. The Bonus Matching Options are subject to proportionate forfeiture if an employee sells the related Investment Shares prior to the vesting date, and the Additional Bonus Matching Options are subject to 100% forfeiture if an employee sells any Investment Shares prior to the vesting date.

Each of our participating NEOs elected to invest 50% of their calculated net bonus under the 2014 Annual Bonus Program into Investment Shares. The purchase price of the Investment Shares and the exercise price of the Bonus Matching Options and Additional Bonus Matching Options issued was $42.26 per share,

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which was the last sales price reported on the NYSE on March 5, 2015. The Bonus Matching Options and the Additional Bonus Matching Options will cliff vest on December 31, 2019. On January 29, 2015, the Compensation Committee approved the grants of Bonus Matching Options and Additional Bonus Matching Options to the participants in the 2014 Bonus Swap Program.

The following table sets forth, for each NEO, the portion of his bonus used to purchase Investment Shares (the “Conversion Amount”), the number of Investment Shares purchased and the number of Bonus Matching Options and Additional Bonus Matching Options granted to such NEO:

The Bonus Matching Options and Additional Bonus Matching Options will be reported in the 2015 Summary Compensation Table and 2015 Grants of Plan-Based Awards Table.

2013 Bonus Swap Program. On March 7, 2014, pursuant to the 2013 Bonus Swap Program (which had similar terms and conditions as the 2014 Bonus Swap Program), BKW granted Bonus Matching Options and Additional Bonus Matching Options to purchase shares of common stock of BKW at an exercise price of $27.28 per share to our named executive officers. As a result of the Transactions, the Bonus Matching Options and Additional Bonus Matching Options were converted into options to purchase from RBI the same number of Common Shares on the same terms and conditions set forth in the award agreements for the underlying BKW options, including with respect to vesting and exercise price. Messrs. Schwartz, Kobza, Cil, Diaz Sesé and Gonçalves each elected to invest 50% of their calculated net bonus into Investment Shares. Each NEO’s Bonus Matching Options and Additional Bonus Matching Options were calculated as set forth under “2014 Bonus Swap Program” above. The Bonus Matching Options and Additional Bonus Matching Options will cliff vest on December 31, 2018. The amounts set forth below reflect the Bonus Matching Options and Additional Bonus Matching Options issued:

Additional information regarding these stock options is provided in the 2014 Grant of Plan Based Awards Table and the 2014 Outstanding Equity Awards at Fiscal Year-End Table.

2014 Actions. On January 27, 2014, the BKW Compensation Committee approved an increase in the target bonus percentage for Mr. Kobza from 120% to 140% of his base salary, in recognition of his expanded responsibilities in the area of development.

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Discretionary Equity Grants

We believe that the use of equity compensation supports the objectives of encouraging stock ownership and aligns the interests of the NEOs with those of our stockholders. However, we do not make annual equity grants. Rather, equity grants to the CEO, CEO Direct Reports and persons covered by Section 16 of the Exchange Act are made at the discretion of the Compensation Committee, and equity grants for all other employees are made at the CEO’s discretion.

2013 Actions. On January 27, 2014, the BKW Compensation Committee approved discretionary awards of 400,000 stock options, 300,000 stock options, 180,000 stock options, 180,000 stock options and 80,000 stock options, to Messrs. Schwartz, Kobza, Cil, Diaz Sesé and Gonçalves, respectively, for exemplary performance. The options, which were granted on March 7, 2014, have an exercise price of $27.28 and will cliff vest on March 7, 2019. As a result of the Transactions, these options were converted into options to purchase from RBI the same number of Common Shares on the same terms and conditions set forth in the award agreements for the underlying BKW options, including with respect to vesting and exercise price. Additional information regarding these stock options is provided in the 2014 Grant of Plan Based Awards Table and the 2014 Outstanding Equity Awards at Fiscal Year-End Table.

Benefits and Perquisites

In addition to base salary, annual cash bonuses and long-term equity incentives, we provided and continue to provide (except as set forth below) the following executive benefit programs to our NEOs and other BKW executives:

BKW Executive Life Insurance Program

The Executive Life Insurance Program provides life insurance coverage which is paid by us and allows our U.S. executives to purchase additional life insurance coverage at their own expense. Coverage for our NEOs, which is paid by us, is limited to the lesser of $1.3 million or 2.75 times base salary.

BKW Executive Health Plan

Messrs. Cil and Diaz Sesé received medical and dental coverage through Cigna International. We pay the premiums for this insurance coverage, which pays 100% of most of the medical and dental expenses of Messrs. Cil and Diaz Sesé and those of their eligible dependents. We also pay for premiums for annual comprehensive physical exams for BKW employees at the level of vice president and above. Further details are provided in the 2014 All Other Compensation Table.

Certain Other Benefits

BKW also maintains a comprehensive benefits program consisting of retirement income and health and welfare plans, which are available to the NEOs on the same basis as all other full-time employees. The objective of the program is to provide full-time employees of BKW and its subsidiaries with reasonable and competitive levels of financial support in the event of retirement, death, disability or illness, which may interrupt the eligible employee’s employment or income received as an active employee. BKW’s health and welfare plans consist of life, disability and health insurance benefit plans that are available to all eligible full-time employees. BKW also provides a 401(k) plan that is available to all eligible full-time U.S. employees. The 401(k) plan includes a matching feature of up to 4% of the employee’s base salary, subject to IRS limits.

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Employment Agreements

Employment Agreements with Messrs. Schwartz, Kobza and Gonçalves

RBI and two of its subsidiaries, Burger King Corporation (“BKC”) and The TDL Group Corp. (“TDL”), have employment agreements in place with each of Messrs. Schwartz, Kobza and Gonçalves due to the fact that these executives will be allocating their working hours among RBI and the subsidiaries. Each such company will be responsible for paying that portion of the executive’s salary based on the percentage of the executive’s working hours allocated to such company, but the total amount of base compensation to be paid to each of Messrs. Schwartz, Kobza and Gonçalves by all such companies is $800,000, $500,000 and $500,000, respectively. Each executive is eligible to participate in the annual bonus program incentive plan maintained by RBI, in its sole discretion. For 2015, the target bonus for Messrs. Schwartz, Kobza and Gonçalves (as a percentage of base salary) is 200%, 150% and 150%, respectively. The bonus will be paid to the executives by the respective companies based on the same allocation applied to base compensation. Each of the executives will be tax equalized to the U.S. to help ensure that the executive does not gain or lose financially due to the different tax and social security implications or consequences of the executive’s employment with the three companies. Either the company or the executive may terminate the employment relationship at any time. If a company terminates the employment of an executive under its respective employment agreement without cause or due to the executive’s death or disability, the provisions of RBI’s policies relating to termination of employment applicable to employees at the executive’s grade level as in effect at the time of termination, including, if applicable, RBI’s severance policy, or provincial employment standards legislation, if such legislation provides for greater severance benefits, will apply. This severance will be paid to the executives by the respective companies based on the same allocation applied to base compensation. If an executive is terminated by one company, the executive will resign from the positions that he holds with the other companies.

Employment Agreement with Mr. Cil

We have an employment agreement in place with José Cil, our former EVP, President of EMEA, BKW and our current President, Burger King. Our employment agreement with Mr. Cil will automatically extend for one-year periods on each December 31^st and will continue to be so extended unless we provide notice of non-renewal at least 90 days prior to the expiration of the relevant period. He currently receives an annual base salary of $600,000. Mr. Cil is eligible to receive a performance-based annual cash bonus with a target payment equal to 180% of annual base salary if we achieve the target performance goals set by the Compensation Committee and he achieves his individual management business objectives for a particular fiscal year in accordance with the terms of our annual bonus program.

If we terminate the employment of Mr. Cil without cause or if he terminates his employment with good reason (as defined in the agreement), he will be entitled to receive a severance amount which is equal to two times the sum of his current base salary and target bonus for the year that includes the termination date, subject to Code Section 409A limitations on timing of payments and the execution of a separation agreement and general release. He is also entitled to continued coverage under our medical, dental and life insurance plans for him and his eligible dependents for two years.

If Mr. Cil’s employment terminates due to his death or disability (as defined in the employment agreement), we will pay him (or, in the event of his death, to his estate), his pro rata bonus through the termination date to the extent and when we pay the bonus for that year.

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Non-Competition and Confidentiality

Each of the NEOs other than Mr. Diaz Sesé has agreed in his employment agreement (i) not to compete with us during the term of his employment and for one year after the termination of employment, (ii) not to solicit our employees or franchisees during the term of his employment and for one year after termination, and (iii) to maintain the confidentiality of our information. If the executive breaches any of these covenants, we will cease providing any severance (if applicable) or other benefits to him.

Tax Considerations

Section 162(m) of the Code generally limits the tax deductibility of annual compensation paid by a publicly-held company to $1,000,000 per covered individual employee per year. The Compensation Committee has principally utilized performance-based compensation programs, including the Annual Bonus Program that meet the deductibility requirements under Section 162(m). However, the Compensation Committee also realizes that in order to attract and retain individuals with superior talent, we may decide to pay compensation that is not deductible under Section 162(m).

Actions Regarding 2015 Compensation

Changes in Base Salaries and Target Bonuses. On January 29, 2015, the Compensation Committee approved an increase in the base salaries and target bonus percentages of the following named executive officers in recognition of their expanded roles and responsibilities after the Transactions: the new base salaries of Messrs. Schwartz, Kobza, Cil, Diaz Sesé and Gonçalves are: $800,000, $500,000, $600,000, $600,000 and $500,000, respectively, and the new target bonus percentages of Messrs. Kobza, Cil, Diaz Sesé and Gonçalves are: 150%, 180%, 180% and 150% of base salary, respectively. Mr. Schwartz’s target bonus percentage remains unchanged.

Adoption of 2014 Omnibus Plan. On December 11, 2014, BKW, as the sole shareholder of RBI prior to the Transactions, adopted the 2014 Omnibus Plan and reserved 15,000,000 Common Shares for issuance under the plan. On January 30, 2015, our Board of Directors unanimously ratified the adoption of the 2014 Omnibus Plan. On April 7, 2015, the Board approved an amendment to the 2014 Omnibus Plan to permit the Compensation Committee to grant equity interests in any entity with respect to which RBI holds, directly or indirectly, a controlling interest, whether such entity is a corporation, partnership or other entity. The approval and adoption of the 2014 Omnibus Plan, as amended, is subject to approval and ratification by shareholders of RBI at the Meeting.

Discretionary Grants. On January 29, 2015, the Compensation Committee approved discretionary awards of 333,333 stock options, 300,000 stock options, 166,667 stock options, 166,667 stock options and 100,000 stock options to Messrs. Schwartz, Kobza, Cil, Diaz Sesé and Gonçalves, respectively, for exemplary performance. The options, which were granted on March 6, 2015, have an exercise price of $42.26 and will cliff vest on March 6, 2020.

2015 Bonus Program. On December 9, 2014, the Board of Directors of BKW, as the sole shareholder of RBI, approved the minimum, target and maximum performance measures for the 2015 Annual Bonus Plan and approved organic adjusted EBITDA growth as the measure for Business Achievement. For 2015, RBI must achieve at least 80% of the worldwide organic adjusted EBITDA growth target in order for any payments to be made under the 2015 Annual Bonus Program. For each participant, the “minimum” level represents an 80% payout, the “target” level represents a 100% payout and the “maximum” level represents a 120% payout, and a global multiplier will be applied to calculate the bonus for all participants. The Board of Directors of RBI ratified these decisions on January 30, 2015. On January 29, 2015, the Compensation Committee approved the 2015 Annual Bonus Program on substantially the same terms as the 2014 Annual Bonus Program, except as set forth above.

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Adoption of Umbrella Plan. On January 29, 2015, the Compensation Committee approved an umbrella plan which establishes a maximum amount the NEOs and other persons covered by Section 16(b) of the Exchange Act are eligible to receive as a cash incentive payment under the 2015 Annual Bonus Program for purposes of complying with Section 162(m) of the Code. The maximum bonus opportunity for 2015 is the lesser of $10 million or 5% of BKW’s EBITDA for Mr. Schwartz and 4% of EBITDA for the CEO Direct Reports and certain other senior executives, provided that EBITDA for 2015 is at least $500 million. The minimum, threshold and maximum performance targets approved by the Board on January 30, 2015 in connection with the 2015 Annual Bonus Program will serve as a guideline to the Compensation Committee in exercising its negative discretion for determining the actual amount of each executive’s cash incentive payment for 2015, if any.

2015 Bonus Swap Program. On January 29, 2015, the Compensation Committee approved the 2015 Bonus Swap Program for employees of BKC and its subsidiaries at the level of director and above and for employees of TDL and its subsidiaries at the level of vice president and above. Under the 2015 Bonus Swap Program, RBI will provide eligible employees with an opportunity to invest 25% or 50% of their calculated net bonus into equity of RBI and to receive matching restricted stock units (“Matching RSUs”). For an employee at the level of EVP and above, the number of Matching RSUs will be determined by multiplying the employee’s gross bonus by 25% or 50%, depending on the percentage of the calculated net bonus that the employee elects to convert. Employees at the level of EVP and above who elect to use 50% of their calculated net bonus to purchase shares will also receive additional Matching RSUs (“Additional Matching RSUs”) in the same number as the Matching RSUs. Due to the nature of RSUs and the fact that, unlike options, the holder will not be required to make a cash outlay for the shares, the maximum number of RSUs issuable to these executives is 50% of the maximum number of options issuable under the 2014 Bonus Swap Program. The Matching RSUs and Additional Matching RSUs will cliff vest on December 31, 2020. If an employee is terminated for any reason (except for death or disability) on or before December 31, 2017, the employee will forfeit all of the Matching RSUs and Additional Matching RSUs. If an employee is terminated without cause after December 31, 2017, the employee will become vested in the number of Matching RSUs and Additional Matching RSUs as if such RSUs vested 20% on each of December 31, 2016, December 31, 2017, December 31, 2018, December 31, 2019 and December 31, 2020. The Matching RSUs will be subject to proportionate forfeiture if an employee sells the related shares prior to the vesting date, and the Additional Matching RSUs will be subject to 100% forfeiture if an employee sells any shares prior to the vesting date. In addition, participants at the 50% level who sell below the 25% level (i.e., more than half of the shares purchased) prior to the vesting date will forfeit all of their Matching RSUs and Additional Matching RSUs.

Relocation Bonuses. On March 4, 2015, the Compensation Committee approved the payment of a bonus of $250,000 to be paid to each of Messrs. Cil, Diaz Sesé and Gonçalves. In the case of Messrs. Cil and Diaz Sesé, the bonus was to facilitate the anticipated relocation of Mr. Cil from Switzerland to the U.S. and Mr. Diaz Sesé from Singapore to Canada. In the case of Mr. Gonçalves, the bonus was to assist with the costs associated with his incremental living expenses in Canada relating to his new job responsibilities there. The bonus was paid to Messrs. Cil and Diaz Sesé in December 2014 and to Mr. Gonçalves in March 2015.

Employment Agreements. In February 2015, each of RBI and two of its subsidiaries, Burger King Corporation and The TDL Group Corp., entered into employment agreements with Messrs. Schwartz, Kobza and Gonçalves. A description of these employment agreements is set forth under “Employment Agreements” in this CD&A.

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Compensation Committee Report

We have reviewed and discussed the foregoing Compensation Discussion and Analysis with management. Based on our review and discussions with management, we have approved the inclusion of the Compensation Discussion & Analysis in this proxy statement.

COMPENSATION COMMITTEE

Alexandre Behring, Chairman

Paul Fribourg

Carlos Alberto Sicupira

April 9, 2015

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V. EXECUTIVE COMPENSATION

The following tables provide information on the compensation of the NEOs for our 2014 fiscal year. Our NEOs include our CEO, our CFO and our three other most highly compensated officers who were serving as executive officers at the end of 2014.

2014 Summary Compensation Table

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2014 All Other Compensation Table

The following table contains a breakdown of the compensation and benefits included under All Other Compensation in the Summary Compensation Table above for 2014.

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2014 Grants of Plan-Based Awards Table

The following table provides information about cash (non-equity) and equity compensation awarded to our named executive officers in 2014 including: (1) the range of possible cash payouts under our 2014 Annual Bonus Program, (2) the grant date of equity awards; (3) the number and exercise price of stock option grants (including Bonus Matching Options and Additional Bonus Matching Options awarded by BKW in March 2014 in connection with the 2013 Annual Bonus Program and discretionary options awarded by BKW during 2014); and (4) the grant date fair value of the stock option grants calculated in accordance with FASB ASC Topic 718. The Bonus Matching Options and Additional Bonus Matching Options are discussed in greater detail in the CD&A above. As a result of the Transactions, the Bonus Matching Options and Additional Bonus Matching Options described below were converted into options to purchase the same number of Common Shares from RBI on the same terms and conditions set forth in the award agreements for the underlying BKW options, including with respect to vesting and exercise price.