Heinz Sees Strong Shareholder Support, Refutes Trian's Mudslinging

Business Wire, August 14, 2006

PITTSBURGH -- H.J. Heinz Company (NYSE:HNZ) today issued a statement to shareholders about the Trian Group.

Heinz believes that Trian's misleading and divisive statements today are yet another example of what shareholders can expect if Nelson Peltz and his relatives, friends and employees are elected to the Heinz Board.

Unlike Trian, Heinz's proxy campaign has focused on the facts and the publicly-documented record of Trian's nominees.

FACT: Heinz has received the support of CalPERS, the nation's largest public pension fund and three highly-respected organizations that have supported the Heinz slate and rejected Nelson Peltz and the entire Trian slate of hand-picked nominees.

FACT: Heinz's business momentum is accelerating, and the Company is on track to achieve projected 10 percent earnings per share growth for the year to $2.35.

FACT: Presiding Director Thomas Usher has clearly stated that the Heinz Board and management will be held fully accountable for delivering results.

FACT: Heinz is enhancing corporate governance, including adding two new independent Directors with consumer marketing and capital markets expertise.

FACT: Nelson Peltz and Peter May (two of Trian's nominees) have been censured by the London Stock Exchange for improper trading, and both have paid out millions of dollars to settle shareholder suits in which they were charged with self-dealing and/or fraud. Heinz's bringing these facts to the attention of its shareholders can hardly be characterized as mudslinging.

FACT: The dissidents' bloc of five is not independent of each other. How could Trian's slate be independent, when it includes Mr. Peltz, his son-in-law, his close friend, his longtime business partner and one of his former employees?

FACT: Triarc (the public company controlled by Messrs. Peltz and May) lost $55 million in 2005 as its top six executives were paid over $63 million. Mr. Peltz alone made over $29 million. Proxy Governance called his pay "excessive."

FACT: Heinz's total shareholder return has outperformed the S&P Food Group by 19 percent to 16 percent over the past three years. (December 2002 to February 2006)

FACT: Heinz has returned $4.2 billion to shareholders through dividends and share repurchases since the Del Monte spin-off.

Heinz has received the support of three highly-respected organizations who have endorsed the Heinz slate and rejected Nelson Peltz and the entire Trian slate of hand-picked nominees:

--Taft-Hartley Advisory Services, a division of Institutional Shareholder Services, said, "Our concern here is that the dissidents have not persuasively demonstrated that if elected, they will pursue strategies favorably not just to Trian but to the best interests of all long-term shareholders."

--Egan-Jones Proxy Services, said, "We have concerns regarding the wisdom of the Peltz/Trian proposed cost-cutting plan, which, as described to date, lacks details and appears drastic and somewhat superficial."

--CtW Investment Group, said, "They (Trian) have neither put forward a credible business plan to create long-term value nor demonstrated a commitment to corporate governance practices that will protect the interests of all shareholders. In short, while we believe the Heinz Board would benefit from additional independent directors, the Trian nominees are the wrong choice."

Heinz has also received the support of the California Public Employees' Retirement System (CalPERS), the nation's largest public pension fund, which is voting its Heinz shares to support the current Heinz Board. CALPERS cited the Company's commitments to enhancing corporate governance, including its plan to add two new independent directors.

Heinz urges shareholders to re-elect all 12 members of its strong, independent and highly-qualified Board. Heinz's Annual Meeting of Shareholders is Wednesday, August 16, 2006, 9 a.m. EDT at the Hilton Pittsburgh. For more information on Heinz, visit www.heinzsuperiorvalue.com.

SAFE HARBOR PROVISIONS FOR FORWARD-LOOKING STATEMENTS:

This press release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally identified by the words "will," "expects," "anticipates," "believes," "estimates" or similar expressions and include our expectations as to future revenue growth, earnings, capital expenditures and other spending, as well as anticipated reductions in spending. These forward-looking statements reflect management's view of future events and financial performance. These statements are subject to risks, uncertainties, assumptions and other important factors, many of which may be beyond Heinz's control, and could cause actual results to differ materially from those expressed or implied in these forward-looking statements. Factors that could cause actual results to differ from such statements include, but are not limited to:

--sales, earnings, and volume growth,

--general economic, political, and industry conditions,