#1A Second Bite as Good as the First May 21, 2008 PERSHQUARE Pershing Square Capital Management, L.P.#2Disclaimer Pershing Square Capital Management, L.P.'s ("Pershing") contained in this presentation are based on publicly available information. Pershing recognizes that there may be confidential information in the possession of the companies discussed in the presentation (the "Companies") that could lead the Companies to disagree with Pershing's conclusions. The analyses provided may include certain statements, estimates and projections prepared with respect to, among other things, the historical and anticipated operating performance of the Companies. Such statements, estimates, and projections reflect various assumptions by Pershing concerning anticipated results that are inherently subject to significant economic, competitive, and other uncertainties and contingencies and have been included solely for illustrative purposes. No representations, express or implied, are made as to the accuracy or completeness of such statements, estimates or projections or with respect to any other materials herein. Actual results may vary materially from the estimates and projected results contained herein. Pershing manages funds that are in the business of trading - buying and selling public securities. It is possible that there will be developments in the future that cause Pershing to change its position regarding the Companies and possibly increase, reduce, dispose of, or change the form of its investment in the Companies. - This presentation should not be considered a recommendation to buy, sell or hold any investment. In addition, this presentation is not a solicitation of proxies. Pershing and its affiliates retain the right to vote on any matters relating to each or any company, including without limitation, for or against any proposed transaction.#3McDonald's: Let's Go Back in Time... m McDonald's Circa: 2002-2003 (1) Avg stock price: - $22 EV / Fwd EBITDA: ~8.6x Just a few years ago, investor sentiment regarding McDonald's was negative Wall Street analysts were generally bearish on McDonald's stock citing: Weak same-store sales Losing share to competitors Poor consumer environment (1) Time period referenced is 2002 through the first half of 2003. Concerns regarding management's ability to turn around the Company Restaurant companies were trading at low multiples 2#4But McDonald's Was Not a Restaurant Company... McDonald's company-operated restaurants ("McOpCo") appeared to contribute -50% of total EBITDA. However, once adjusted for market rent and franchise fees, McOpCo actually constituted ~20% of total EBITDA, with Brand McDonald's contributing ~80% of total EBITDA. EBITDA As Reported 52% Brand McDonald's 48% McOpCo EBITDA Adjusted for Market Rent and Franchise Fees 78% Brand McDonald's 22% McOpCo Note: Based on 2005A Reported financials. McOpCo contribution includes Other Brands. The analysis assumes that approximately 79% of the total G&A is allocated to Brand McDonald's business and 21% is allocated to McOpCo. Analysis excludes non-recurring expenses and other net operating expenses. 3#5What Happened at McDonald's McDonald's 2002-2003 (1) Problems: X Weak new products Ineffective marketing Poorly performing owned stores Issues with capital allocation Weak system wide same-store sales Market perception: "McDonald's is a poor performing restaurant company in need of a turnaround" (1) Time period referenced is 2002 through the first half of 2003. 4 McDonald's Today What it Did: Introduced strong new products Improved marketing: "I'm Lovin' it" ✓ Slowed US unit growth, refranchised 30% of McOpCo stores and improved margins Improved disclosure between Brand McDonald's and McOpCo ✓ Increased share repurchases and raised the dividend 3.75x Market perception: "McDonald's is a global brand business with strong momentum and significant cash flows"#6McDonald's Stock Performance (1) Since 2004, McDonald's stock price has increased from approximately $23 to $61 because of its initiatives to (1) improve system wide same-store sales, (2) improve profitability at its Company-operated stores, (3) enhance the financial transparency of its Brand business and (4) increase share repurchases and dividends (1) From 1/1/2004- Current $65 $60 $55 $50 $45 $40 $35 $30 $25 $20 Jan-04 (1) Note: Dividend adjusted stock price performance. Nov-04 Sep-05 5 Aug-06 Jun-07 bun Hend $61 May-08#7McDonald's Reminds Us Of Another Situation... McDonald's McDonald's 2002-2003 System Problems: Weak new products/innovation Poorly performing owned stores Ineffective marketing Weak same-store sales Leadership turnover System Strengths: ✓ Strong value proposition Premier global QSR brand ✓Great locations Avg. Stock price: $22 Avg. EV / Fwd EBITDA: ~8.6x (1) Assumes Wendy's standalone "unfixed" 2008E EBITDA. 6 WENDY'S System Wendy's Today Problems: Weak new products/innovation Poorly performing owned stores X Ineffective marketing X Weak same-store sales Lack of leadership System Strengths: ✓ Strong value proposition Strong US QSR brand ✓ Great locations ✓Fresh, not frozen, food / fast service Stock price: $28 EV / Fwd EBITDA: 8.9x (1)#8LS QUALITY OUR RECIPE Show WENDY'S OLD FASHIONED HAMBURGERS. Wendy's International#9Wendy's International QUALITY IS OUR RECIPE www WENDY'S OLD FASHIONED HAMBURGERS. Recent stock price: $28 EV: $2.8bn Equity Value: $2.45bn Net Debt: $0.3bn Ticker: WEN Note: All references to market capitalization and enterprise value in this presentation are based on a $28 share price ► Third largest quick-service hamburger chain in the US ■ Approximately 6,645 restaurants ■ Approximately 80% of system wide restaurants are franchised ■ Estimated $9bn in system wide sales ► Leading US restaurant brand ► Estimated $313mm of EBITDA in FY'08E Net Debt / '08E EBITDA of 1.1x ► Pershing Square Capital Management recently purchased 15% of Wendy's 8#10Situation Analysis In June of 2007, Wendy's announced that it was pursuing a sale of the Company. Since then, amidst the fallout in the credit markets and concerns about the failure of the strategic review process, the stock traded down from $38 to a low of nearly $22. In April, Wendy's announced an all-stock transaction with Triarc Companies (“Triarc”), owner of Arby's $42 $39 $36 $33 $30 $27 $24 $21 April 26, 2007: Wendy's forms Special Committee to explore "strategic alternatives" Martha November 2006: Wendy's repurchases 22.4 million shares for $35.75 in a tender offer Oct-06 Pershing tenders its shares Feb-07 June 18, 2007: Wendy's announces that it is pursuing a sale of the company Jun-07 kaps Imp 9 Dec 2007 March 2008: Committee decision regarding a sale of the company is still unclear Sep-07 April 24, 2008: Wendy's signs definitive merger agreement with Triarc in an all-stock deal перевет Jan-08 $28 May-08#11Relative Valuation 12.0x 10.0x 8.0x 6.0x 4.0x 2.0x 0.0x 8.9x WENDY'S OLD FASHIONED HAMBURGERS. Standalone "Unfixed" EV / 2008E EBITDA Multiples 10.7x Yum! Note: Source for comparable restaurant companies multiples is Capital IQ. As of 5/15/08. 10.6x McDonald's 10 10.0x 9.3x || SONIC America's BURGER KING Drive-In.#12Wendy's Relative Stock Price Performance Wendy's stock price is down 16% since January 1, 2007 while comparable Quick Service Restaurants are up 38% From 1/1/2007 - Current 140% 130% 120% 110% 100% 90% 80% 70% 60% (1) of Jan-07 Apr-07 Way Jul-07 impera Market-Cap weighted index consisting of McDonald's, Yum!, Burger King and Sonic. 11 wp Oct-07 Even нитр mujere Feb-08 38.1% QSR Peers (1) (16.2%) Wendy's May-08#13Valuing Wendy's Standalone#14What is Wendy's? Brand Wendy's QUALITY IS Roc WENDY'S Franchise Approximately 6,645 ► Owns over $1bn of restaurants where Wendy's receives -4% of unit sales real estate assets (approximately 40% of Wendy's current Enterprise Value) Real Estate 13 QUR RECIRE OLD FASHIONED HAMBURGERS. Company Operated Restaurant Operations Over 1,400 company operated restaurants#15Wendy's: A Brand Royalty and Real Estate Company Even more so than McDonald's, Wendy's is fundamentally a Franchise and Real Estate business ("Brand Wendy's"). Wendy's company- operated restaurants ("OpCo"), once adjusted for market rent and franchise fees, are generating virtually no profits 2008E Total EBITDA As Reported Brand Wendy's 41% 59% OpCo '08E EBITDA: $313mm 2008E Total EBITDA Adjusted for Market Rent and Franchise Fees 7% OpCo 93% Brand Wendy's (Franchise and Real Estate) '08E EBITDA: $313mm Note: The analysis assumes that approximately 75% of total Wendy's G&A is allocated to Brand Wendy's business and 25% is allocated to OpCo. The analysis assumes that rent is charged to OpCo at a 7.25% cap rate. The analysis excludes non-recurring expenses. 14#16Brand Wendy's: An Attractive Business (1) Brand Wendy's is a combination of a Franchise business and a Real Estate company. The Franchise business is a stable, high-margin business that can grow with minimal capital required. Highly stable, royalty-like businesses of this nature typically trade in the range of 10x - 12x EBITDA, depending on growth For the Franchise business. Assumes Wendy's OpCo pays a market rent and franchise fee. WENDY'S OLD FASHIONED HAMBURGERS. Brand Wendy's Franchise ✓ Collects -4% royalty on Wendy's system sales ✓ Collects rent checks for approximately $1bn of owned real estate Real Estate ✓-60% estimated EBITDA Margins (1) ✓ Low maintenance capital requirements ✓ No commodity cost pressures ✓ Highly leverageable ✓ High earnings stability / recurring revenue base ✓ High ROIC ✓ Valuable real estate ✓ Geographically diverse franchisee base 15#17Valuing Wendy's Franchise Business Based on the P&L assumptions below and a valuation multiple of 10.5x EBITDA, Wendy's Franchise business alone is worth over $2.3bn $ in millions Wendy's Franchise 2008E P&L and Valuation System wide Restaurants Estimated average unit sales Total System Sales Approximate Franchise Fee Franchise Revenues Plus: Franchise Rent Less: Operating Costs Less: SGA allocation Plus: Tim Hortons RE JV share Equals: Franchise EBITDA Margin EBITDA Multiple Franchise TEV 16 75% 6,645 $1.3 $8,805 4% $362 18 (23) (151) 9 $215 59.4% 10.5x $2,256#18Wendy's Real Estate: Comparable Data A recent sampling of real estate prices around the country shows that the median asking price of Wendy's restaurant real estate (land and building) is nearly $1.4mm per unit Source: Loopnet. Current "for sale" prices of Wendy's real estate (land and building) City St. Augustine Charlotte Killeen Wace Waco Temple Part Charlotte Saint Augustine Milwaukee Milwaukee Port Saint Lucie El Paso Keego Harbor Farmington Hills Stone Mountain State FL NC TX TX TX TX FL FL WI WI FL TX MI MI GA Average Median Price (000) $1,481 $1,492 $1,504 $1,284 $1,310 $917 $1,645 $1,481 $1,943 $1,557 $1,530 $945 $750 $750 $1,324 $1,317 $1,403 17 Sf Ft 2,690 2,700 2,833 2,833 2,833 2,431 2,473 2,690 2,594 2,881 2,965 2,669 2,697 2,722 2,782 2,722 2,711 Price / Sf Ft Cap Rate $551 $553 $531 $453 $462 $377 $665 $551 $749 $540 $516 $354 $278 $276 $476 $484 $496 6.75% 6.80% 7.25% 7.25% 7.25% 7.25% 6.50% 6.75% 6.90% 7.60% 7.20% 6.40% ΝΑ ΝΑ 8.50% 7.1% 7.2% Year Built 1988 ΝΑ ΝΑ ΝΑ ΝΑ ΝΑ 1988 1988 1984 1985 1997 ΝΑ 1980 1979 1975#19Valuing Wendy's Owned Real Estate Based on the assumptions below, Wendy's OpCo real estate is worth approximately $1bn. Given Wendy's existing capital loss position, we don't believe Wendy's would need to pay taxes in a real estate sale $ in millions Op Co Stores Owned Real Estate Value Fee Simple Units (Owned land & building) Unit Value Value of Fee Simple Units Owned Buildings (units) Unit Value Value of Building-only units Total Value Estimated Book Basis Estimated loss in Baja Fresh Total After Tax Value Implied Rents 7.25% cap rate 18 632 $1.2mm $758 572 $0.5mm $286 $1,044 $850 $244 $1,044 $76 -40% of Wendy's TEV#20Wendy's OpCo: Almost No Profitability Based on the assumptions below, Wendy's OpCo is operating at a 1% EBITDA margin, adjusted for market rents and franchise fees. Franchised Wendy's restaurants are believed to be generating 600 bps of higher margin. If Wendy's company-operated restaurants could increase profitability by 400bps, EBITDA would increase by approximately $86mm (1) $ in millions Wendy's OpCo 2008E P&L OpCo Sales (1) Reported EBITDA after G&A allocation (²) Reported EBITDA margins (after G&A) Less: Franchise Fee Less: Incremental rent expense Plus: Operational Savings Equals: Adjusted EBITDA Adjusted EBITDA margin "As is" $2,175 $185 8.5% (87) (76) 0 $23 1.0% Includes sales of sandwich buns and kids meal toys to franchisees. Assumes ~$50mm, or roughly 25% of Wendy's Consolidated 2008E G&A of $200mm is allocated to Wendy's OpCo. 19 400 bps "Fixed" $2,175 $185 8.5% (87) (76) $86 $109 5.0%#21Wendy's: Summing it Up (1) (2) (3) After appropriately valuing its high quality franchise and real estate cash flows, even "unfixed" Wendy's is worth $35 today. If the Company improves its company-operated store margins, the business is worth $42 $ in millions except per share data Franchise Business (1) Owned Real Estate (2) Brand Wendy's Орсо Equals: Total Value "Unfixed" 08 EBITDA Net Debt (³) Equity Value Equity Value Per Share Premium to Current $215 76 $291 93% 23 7% $313 100% "Fixed" 08 EBITDA $215 76 $291 109 $399 Valuation Multiple 20 10.5x 7.0x Valuation "Unfixed" $2,256 1,044 $3,300 158 $3,459 ($335) $3,124 $35 25% "Fixed" $2,256 1,044 $3,300 761 $4,061 Franchise business segment includes approximately $18mm of rent income associated with real estate leased to Franchisees. All G&A associated with managing real estate is allocated to the Franchise business for illustrative purposes. Owned real estate segment assumes a 7.25% cap rate and is based on assumptions detailed on page 18 of this presentation. Owned Real Estate EBITDA excludes any G&A associated with managing real estate. Based on Q1 2008 balance sheet. ($335) $3,727 $42 50%#22Valuing Wendy's / Arby's Combination#23Triarc's Offer On April 24, 2008, Triarc, the franchisor of the Arby's restaurant system, and Wendy's signed a definitive merger agreement All-stock transaction in which Wendy's shareholders will receive a fixed ratio of 4.25 shares of Triarc for each share of Wendy's Triarc's sole operating business is Arby's ► Combined Wendy's and Arby's system would have over 10,000 restaurants in the US and $12.5bn of system sales ► Triarc CEO, Roland Smith, will become the CEO of the pro forma Company Triarc has identified: G&A savings of $60mm in the combined company ■ Operational efficiencies of $100mm at Wendy's operated stores 22#24Arby's M Arby's TRIARC Implied stock price: $6.59(¹) EV: $1.2bn Equity Value: $0.6mm Net Debt: $0.6bn Ticker: TRY (1) Based on a fixed exchange ratio of 4.25x and $28 share price for Wendy's (2) Triarc EBITDA excludes one-time and non- recurring expenses and is based on the recent Triarc/ Wendy's investor presentation. ▸ Second largest sandwich chain in the US ■ Approximately 3,700 restaurants ■ Approximately 70% of system wide restaurants are franchised ■ Estimated $3.5bn in system wide sales ► Track record of turning around underperforming company-operated restaurants and improving margins Estimated $160mm of EBITDA in FY'08E (²) 23#25Triarc's Offer: What's Really Happening... In the proposed transaction, Wendy's, which currently has a market cap of $2.45bn and is currently trading at 8.9x '08E EBITDA, is buying Triarc at 7.4x EBITDA for $600mm in an all-stock transaction (1) Triarc Deal Capitalization and Trading Multiple $ in millions, except per share data Wendy's recent stock price Conversion ratio Implied Triarc Stock Price Triarc shares outstanding Equity Value Plus: Triarc Net Debt (¹) Equals: Triarc Enterprise Value FY 2008E Adjusted EBITDA $28.00 24 4.25x $6.59 93 $611 $580 $1,191 $160 EV / 08E Adjusted EBITDA 7.4x Based on Triarc's Q1 2008 Balance sheet. Net debt includes Triarc's $59mm of cash and cash equivalents, $18mm of restricted cash and equivalents, and $97mm of long-term investments, the majority of which is an investment in Trian. Net debt excludes the value of Deerfield REIT notes and Deerfield REIT common stock.#26What Do Wendy's Shareholders Get? In acquiring Triarc, Wendy's shareholders are getting: ✓ Arby's at an attractive price of 7.4x EBITDA ✓ Strong senior management Management with proven turnaround experience Improved probability of achieving ~$100mm of operating efficiencies at Wendy's company-operated stores ✓ $60mm of G&A synergies 25#27Wendy's / Arby's Combination Based on the assumptions below, the Pro Forma combined Company would have $473mm of '08E EBITDA without any cost savings. Assuming cost savings, the Pro Forma combined Company would have $633mm of EBITDA and is trading at 6.3x EBITDA $ in millions except per share data Wendy's diluted shares outstanding Incremental shares issued Pro Forma diluted shares Recent equity price Pro Forma equity market value Wendy's existing net debt Plus: Triarc existing net debt (4) Equals: Pro Forma net debt Pro Forma Enterprise value 89 21 111 $28 $3,095 $335 580 $915 $4,010 Wendy's EBITDA Triarc EBITDA (Arby's segment) Combined EBITDA PF EV / EBITDA (no savings) 26 (3) G&A savings Operating efficiencies at Wendy's OpCo Total costs savings Pro Forma EBITDA w/ savings PF EV / EBITDA (w/ savings) FY 2008E (1) 2008E EBITDA estimates exclude non-recurring and one-time items. (2) Fully diluted shares based on all options outstanding and the treasury stock method. (3) Triarc EBITDA is based on Triarc Restaurant segment EBITDA and excludes $128mm of FY 2007A corporate expense, which is expected to be non-recurring. (4) See footnote 1 on page 23. $313 160 $473 8.5x $60 100 $160 $633 6.3x#28Comparables Are Trading at over 10x '08E EBITDA 12.0x 10.0x 8.0x 6.0x 4.0x 2.0x 0.0x 8.9x Wendy's Standalone "Unfixed" WENDY'S OLD FARRSONED HAMBURGERS 8.5x Wendy's Combined with Arby's No Cost Savings EV / 2008E EBITDA Multiples 6.3x Wendy's Combined with Arby's With Cost Savings 10.7x Yum! 27 10.6x McDonald's 10.0x BURGER KING 9.3x SONIC America's Drive-In.#29Valuing the Wendy's / Arby's Combination - Assuming $160mm of cost savings and a valuation multiple of 10x - 10.5x EBITDA, Wendy's would be worth $49 - $52 per share, a return of 75% - 85% percent from current levels Share price assuming various EV/ EBITDA multiples and cost saving levels 9.0x 9.5x $40 $43 $42 $44 $43 $46 $45 $48 Cost Savings ($ in mm) $120 140 160 180 Cost Savings ($ in mm) $120 140 160 180 Stock price returns assuming various EV/ EBITDA multiples and cost saving levels 10.5x 71.7% 78.5% 85.2% 92.0% 9.0x 42.9% 48.7% 54.6% 60.4% 9.5x 52.5% 58.6% 64.8% 70.9% 10.0x $45 $47 28 $49 $51 10.0x 10.5x $48 $50 $52 $54 62.1% 68.5% 75.0% 81.5%#30Potential Future Upside Beyond "fixing" the business, there are several additional levers which can create significant shareholder value at Wendy's. We have not included any of these in our analysis Breakfast offering at Wendy's ■ Could be worth an incremental $5 per share depending on success of rollout ► Share repurchase opportunity ■ Management has the ability to sell real estate or sale-leaseback stores and repurchase over 40% of Wendy's current standalone market cap ■ Combined company has only 1.9x Net Debt / "Unfixed" EBITDA ■ Sizable share repurchase before "fixing" the business could create significant incremental returns ▸ International growth opportunity for Wendy's concept 29#31Conclusion: Why We Like Wendy's ✓ Good business trading at an attractive price even on an "unfixed" and standalone basis Significant turnaround opportunity at Wendy's company- operated stores ✓ Triarc offer brings experienced leadership and allows Wendy's to purchase Arby's at an attractive price ✓ Triarc offer allows Wendy's shareholders to benefit from the majority of the G&A synergies Wendy's / Arby's combination could be worth over $50 per share after achieving cost savings 30