Wendy's International (WEN)

In assuming the role of President of Wendy’s after the closing, Mr. Karam will succeed Kerrii B. Anderson, who currently serves as both President and Chief Executive Officer. As announced on April 24, 2008, Roland Smith, Triarc’s Chief Executive Officer, will also assume the position of Chief Executive Officer of Wendy’s. Mr. Farrar will succeed Dave Near, who will resume his role as a leading Wendy’s franchisee. Mr. Calwell will succeed Paul Kershisnik, who was named interim Chief Marketing Officer in February 2008. Mr. Kershisnik will continue in his role as interim CMO through the closing of the merger and then plans to work closely with Calwell in a senior leadership role in marketing.

Mr. Karam currently is a minority shareholder and serves as President of Cedar Enterprises, Inc., which owns and operates 135 Wendy’s Old Fashioned Hamburgers restaurants in Indianapolis, Las Vegas, San Antonio, Hartford and Seattle. Cedar Enterprises is also the parent company of Syrus, Ltd., which provides information processing services designed to increase operating productivity and financial performance for nearly 20% of the Wendy’s franchise-operated restaurants throughout the country. As a franchisee, Mr. Karam was the recipient of the Founders Award in 1990, honoring R. David Thomas, and the Diamond Award for the National Marketer of the Year in 1998. Prior to joining Cedar Enterprises, Inc., he was a Senior Auditor at Touche & Ross (now Deloitte). He holds a BSBA in accounting from The Ohio State University and completed the Owner President Management Program at the Harvard University Graduate School of Business Administration.

In connection with joining Wendy’s as President, Mr. Karam will relinquish management of the day-to-day operations of Cedar Enterprises and its subsidiaries and resign from their respective boards of directors. Mr. Karam will continue as a minority shareholder of Cedar Enterprises and will dispose of his interest in Syrus, Ltd.

Mr. Farrar returned to Wendy’s in April 2008 as Chief of North American Operations in the U.S. and Canada after retiring in 2006. In his current role, he is responsible for improving restaurant operations at company and franchise restaurants in all three U.S. regions and Canada. During his 26-year career with Wendy’s, Mr. Farrar served in a variety of roles where his achievements included helping to establish Wendy’s Service Excellence™ program, pioneering Wendy’s Super Value Menu®, creating a human resources planning and development system, and developing numerous planning and control systems to reduce costs. He was one of the system’s most respected leaders and seasoned operators with a track record that earned him a Wendy’s Hall of Famer distinction. Before joining Wendy’s, Mr. Farrar held various positions at Restaurant Profitability Analysts, Pelican’s Restaurants, Ten Tex Food, Steak and Ale Restaurants, and McDonald’s. He attended the University of Texas, Arlington.

Mr. Calwell most recently served as Chief Marketing Officer–Executive Vice President, Marketing, Research and Development at Domino’s Pizza, Inc., where he was responsible for the leadership of all national marketing, brand strategy, advertising, new product development, database marketing, media, field marketing, pricing, marketing research, R&D, CRM, and sports and event marketing. Prior to joining Domino’s in 2001, Mr. Calwell served as Vice President, New Product Marketing, Researching, and Planning at Wendy’s. Previously, Mr. Calwell held various marketing positions in the Frito-Lay and Pizza Hut divisions of PepsiCo, Inc. and at The Pillsbury Company. He holds an M.B.A. from Indiana University and a B.B.A. from Washburn University.

Roland Smith stated, “A key element in realizing the great potential of the Wendy’s brand and generating enhanced value for shareholders is to build a premier team that will drive a performance-based culture grounded in Wendy’s heritage of quality and operational excellence. With the appointment of three high-caliber and well respected individuals to key leadership roles, we are taking an important first step toward improving Wendy’s performance and achieving our growth objectives. With extensive backgrounds in the Wendy’s organization and years of operating experience, these executives are uniquely qualified to help lead Wendy’s during the next phase of growth and development. This is certainly a very exciting time to be part of the Wendy’s family.”

Smith continued, “Together with Kerrii Anderson, I wish to thank Dave Near for playing an integral part in Wendy’s operational initiatives over his two years as COO, and we look forward to his ongoing contributions as he returns to his previous role as a leading franchisee of Wendy’s restaurants in Austin, Texas. I also want to thank Paul Kershisnik who led Wendy’s marketing initiatives over the last several months and will continue to lead the team through closing of the merger.”

On April 24, 2008, Triarc and Wendy’s signed a definitive merger agreement for an all-stock transaction in which Wendy’s shareholders will receive a fixed ratio of 4.25 shares of Triarc Class A Common Stock for each share of Wendy’s common stock they own. The transaction will bring together Arby’s and Wendy’s, two leading quick service restaurant brands distinguished by traditions of quality food and service. The combined systems will have approximately 10,000 restaurant units and pro forma annual system sales of more than $12 billion, positioning it as the nation’s third largest quick service restaurant company.