Wendy's International (WEN)

PROPOSAL 5.
AMENDMENT AND RESTATEMENT OF THE COMPANY’S CERTIFICATE OF
INCORPORATION TO PROVIDE THAT DIRECTORS MAY BE REMOVED ONLY BY
THE AFFIRMATIVE VOTE OF THE HOLDERS OF TWO-THIRDS OF THE VOTING
POWER OF THE COMPANY’S CAPITAL STOCK

(Item 5 on the Company’s Proxy Card)

The Company’s stockholders are being asked to approve an amendment and restatement of the Certificate of Incorporation to provide that a duly elected director of the Company may be removed from such position, with or without cause, only by the affirmative vote of the holders of two-thirds of the voting power of the outstanding capital stock of the Company entitled to vote in the election of directors, voting as a single class.

An identical provision to this Proposal 5 is already contained in the Company’s By-Laws. The Company is proposing this amendment to make the substance of the By-Law provision clearly enforceable under Delaware law.

The Company believes a super-majority stockholder vote to remove directors is appropriate because members of the Board of Directors are elected annually and the Company’s stockholders therefore have the ability to determine the composition of the entire Board of Directors each year. Wendy’s/Arby’s believes that the removal of one or more directors in the middle of a term could be disruptive to the business and governance of the Company. In addition, because the Company’s By-Laws permit stockholders to act by written consent and allow the removal of directors without cause, absent the protection of a super-majority vote, one or more significant stockholders could more easily remove any or all of the members of the Board of Directors without notice or opportunity for the Company to solicit proxies or give its recommendation with respect to the removal.

This Proposal 5 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

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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.