Wendy's International (WEN)

THE BOARD OF DIRECTORS HAS DECLARED THIS AMENDMENT
ADVISABLE AND RECOMMENDS A VOTE FOR THIS PROPOSAL 2

PROPOSAL 3.
AMENDMENT AND RESTATEMENT OF THE COMPANY’S CERTIFICATE OF
INCORPORATION TO PROVIDE THAT, IN THE ABSENCE OF THE CHAIRMAN
OF THE BOARD, THE ALTERNATE PRESIDING CHAIRMAN AT A MEETING
OF THE COMPANY’S STOCKHOLDERS WOULD BE, IN ORDER,
THE VICE CHAIRMAN, THE CHIEF EXECUTIVE OFFICER OR A
PERSON DESIGNATED BY A MAJORITY OF THE BOARD

(Item 3 on the Company’s Proxy Card)

The Company is proposing to amend and restate its Certificate of Incorporation to provide that at every meeting of the Company’s stockholders, the Chairman of the Board of Directors or, in the absence of the Chairman, the Vice Chairman of the Board of Directors or, in the absence of both the Chairman and the Vice Chairman, the Chief Executive Officer or, in the absence of all such persons, an individual designated by a resolution adopted by the affirmative vote of a majority of the Board of Directors will act as chairman of the meeting. Under the Certificate of Incorporation, except as otherwise required by law, the chairman of the meeting has the sole authority to prescribe the agenda and rules of order for the conduct of the meeting of stockholders and to determine all questions arising at the meeting relating to the order of business and the conduct of the meeting.

The Certificate of Incorporation currently provides that the President is the first in line after the Chairman to preside at a meeting of stockholders in the absence of the Chairman. The Company is proposing this amendment because it would resolve an inconsistency with a similar provision in the Company’s By-Laws which provides that the Vice Chairman and Chief Executive Officer, rather than the President, are next in line to act as chairman of a meeting of stockholders in the absence of the

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Chairman. This amendment would also eliminate the current right of the Chairman and President to designate another person to preside at the meeting in their absence, and instead, in the absence of the Chairman, the Vice Chairman and the Chief Executive Officer, a majority of the Board of Directors would choose the chairman to preside at the meeting. If this Proposal is adopted, the Company intends to amend and restate its By-Laws to conform Article II, Section 11 to this Proposal 3 by providing that in the absence of the Chairman, the Vice Chairman and the Chief Executive Officer, a majority of the Board of Directors would determine the chairman to preside at the meeting.

This Proposal 3 is not conditioned on the approval of any other Proposal.

A committee comprised solely of independent directors recommended the amendments to the Certificate of Incorporation reflected in Proposals 2, 3, 4, 5 and 6 to the Board of Directors, and, following such recommendation, the Board of Directors approved and declared advisable the proposed Amended and Restated Certificate of Incorporation, subject to stockholder approval.

The Amended and Restated Certificate of Incorporation reflecting the amendments to the Certificate of Incorporation described in Proposals 2, 3, 4, 5 and 6 is set forth in Annex A to this proxy statement, with deletions indicated by strikeout and additions indicated by underline. The description of the proposed Amended and Restated Certificate of Incorporation is only a summary of the material terms and is qualified by reference to the actual text as set forth in Annex A.

If this Proposal is approved by the stockholders, the Company will file the proposed Amended and Restated Certificate of Incorporation with the Delaware Secretary of State promptly after the Annual Meeting to effect the proposed amendments.