Wendy's International (WEN)

PROPOSAL 2.
AMENDMENT AND RESTATEMENT OF THE COMPANY’S CERTIFICATE OF
INCORPORATION TO REFER TO “CLASS A COMMON STOCK”
AS“COMMON STOCK”AND MAKE OTHER CONFORMING CHANGES

(Item 2 on the Company’s Proxy Card)

The Company is proposing to amend and restate its Certificate of Incorporation to refer to its “Class A Common Stock” as “Common Stock” and to remove all remaining references to “Class B Common Stock.” In addition, the Company proposes to amend and restate its Certificate of Incorporation to remove certain definitions that are no longer used in the Certificate of Incorporation and make other immaterial conforming changes.

The Company is proposing to amend and restate its Certificate of Incorporation to refer to its “Class A Common Stock” as “Common Stock” and to remove all references to “Class B Common Stock” in order to remove any confusion regarding the Company’s transition from dual classes of common stock to a single class. The elimination of the dual class structure was effected in connection with the closing of the acquisition of Wendy’s on September 29, 2008, when the Certificate of Incorporation was amended to provide for the conversion of each outstanding share of Class B Common Stock into one share of Class A Common Stock, with the Class A Common Stock becoming the only authorized class of common stock of the Company. This amendment will not change any substantive terms of the Class A Common Stock or any powers or rights of its holders. Wendy’s/Arby’s Common Stock will continue to be listed and trade on the New York Stock Exchange (“NYSE”) under the symbol “WEN.”

In addition, the Company proposes to amend and restate its Certificate of Incorporation to remove the following definitions contained in Part C of Article IV: “Affiliate,” “Associate,” “Business Day,” “Closing Price,” “Common Stock,” “Dividend Period,” “Earnings,” “Effective Date,” “Exchange Group,” “Original Issue Date,” “Predecessor Call Threshold Price,” “Predecessor Common Stock,” “Predecessor Conversion Price,” “Predecessor Convertible Stock,” “Predecessor Corporation,” “Predecessor Put Price,” “Redemption Agent,” “Shares ranking junior to the Cumulative Preferred Stock,” “Shares ranking on a parity with the Cumulative Convertible Preferred Stock,” “Shares ranking prior to the Cumulative Convertible Preferred Stock” and “Trading Day.” Except for “Affiliate,” “Associate” and “Common Stock” none of the foregoing definitions are currently used in the Certificate of Incorporation. “Affiliate” and “Associate” are used in Article VI of the Certificate of Incorporation, but are separately defined in Article VI. The Company proposes to include the new definition of “Common Stock” in the first paragraph of its Amended and Restated Certificate of Incorporation. Removing these definitions from the Amended and Restated Certificate of Incorporation will not have any substantive effect on the Certificate of Incorporation or the Company’s stockholders. There are certain other immaterial conforming changes, such as correcting certain cross-references, changing the capitalization of certain terms, moving certain definitions and updating the name and address of the Company’s registered agent, set forth in the proposed Amended and Restated Certificate of Incorporation.

This Proposal 2 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.

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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.