Wendy's International (WEN)

Class B Common Stock

The Class B Common Stock is entitled to one-tenth of a vote per share, has a $.01 per share liquidation preference and is entitled to receive regular quarterly cash dividends per share of at least 110% of any regular quarterly cash dividends per share declared on the Class A Common Stock and paid on or before June 30, 2007. The Company’s Board of Directors has not yet made any determination of the relative amounts of any regular quarterly cash dividends that will be paid on the Class A Common Stock and Class B Common Stock after June 30, 2007. However, after June 30, 2007, the Class B Common Stock will be entitled to participate at least equally on a per share basis with the Class A Common Stock in any cash dividends.

The authorized shares of Class B Common Stock increased from 100,000,000 shares as of December 28, 2003 to its current number as of December 31, 2006 of 150,000,000 shares in June 2004. There were no changes in the 59,101,326 issued shares of Class B Common Stock throughout 2004 and 2005. During 2006, the issued shares of Class B Common Stock increased to 63,656,233 as set forth in the table below under “Changes in Shares of Common Stock and Common Stock Held in Treasury.”

Class B Common Stock

       The Company increased the number of shares authorized of Class B Common Stock to 150,000,000 shares in June 2004 from 100,000,000 shares authorized prior to 2003.

       Prior to September 4, 2003 there were no shares issued of Class B Common Stock. On September 4, 2003 the Company made the Stock Distribution of two shares of a newly designated Series 1 of the Company's

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Triarc Companies, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
January 1, 2006

previously authorized Class B Common Stock for each share of its Class A Common Stock issued as of August 21, 2003 resulting in the issuance of 59,101,326 shares of Class B Common Stock. There have been no further changes in the number of shares issued of Class B Common Stock through January 1, 2006.

       As a result of the Stock Distribution, the Company in 2003 recorded an increase in “Class B common stock” of $5,910,000, representing the $.10 per share par value of the Class B Common Shares issued, and a decrease in “Additional paid-in capital” of $6,841,000 consisting of the $5,910,000 par value of Class B Common Shares issued plus the $931,000 of issuance costs. The Class B Common Stock is entitled to one-tenth of a vote per share, has a $.01 per share liquidation preference and is entitled to receive regular quarterly cash dividends per share of at least 110% of any regular quarterly cash dividends per share declared on the Class A Common Stock and paid on or before September 4, 2006. Thereafter, the Class B Common Stock will be entitled to participate equally on a per share basis with the Class A Common Stock in any cash dividends.