Wendy's International (WEN)

Interests of Certain Persons in the Proposal

As indicated above, Mr. Peltz, Mr. May and Mr. Garden are principals of Trian, and together with Trian, as of March 31, 2009, beneficially owned, in the aggregate, approximately 22% of the outstanding shares of Class A Common Stock. Therefore, each of Mr. Peltz, Mr. May, Mr. Garden and Trian constitute interested stockholders under Article VI of the Certificate of Incorporation and may be deemed to have an interest in this Proposal 6, which, if approved, would eliminate super-majority stockholder approval requirements for certain business combinations among such persons and the Company.

Interests of Certain Persons in the Proposal

As indicated above, Mr. Smith has received a grant of 33,333 restricted shares of Class B Common Stock, the effectiveness of which is subject to the approval of the 2002 Plan Amendment by stockholders at the Meeting. To the extent that our directors and other executive officers may in the future receive awards under the 2002 Plan, they also may be deemed to have an interest in the 2002 Plan Amendment.

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THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE AMENDMENT TO THE AMENDED AND RESTATED 2002 EQUITY PARTICIPATION PLAN AND THE REAPPROVAL OF THE PERFORMANCE BASED PROVISIONS OF THE 2002 PLAN.

Interests of Certain Persons in the Proposal

      As indicated above, one effect of the proposed Amendment is that it will allow the Company to provide equity based incentives while reducing the resulting dilution of the voting power of our existing stockholders. To the extent that our directors and executive officers are stockholders or to the extent that they may in the future receive awards under the 2002 Plan, they may be deemed to have an interest in the Amendment.