Business Services Industry

Heinz Believes Shareholders Will Not Elect All Five of Trian's Nominees

Business Wire, August 16, 2006

PITTSBURGH -- H.J. Heinz Company (NYSE:HNZ) confirmed today that it is not possible to predict the outcome of the election of Directors at the Company's Annual Meeting. However, Heinz believes, based on its preliminary estimates, that shareholders will not elect all five of Trian's nominees.

Heinz believes the strong support it received from shareholders is a mandate to continue implementing its plan for faster growth and enhanced shareholder value.

With the proxy voting completed, Heinz welcomes Trian's comments at the Annual Meeting that it wishes to work with the Heinz Board and management going forward.

The Company does not expect results to be officially certified by IVS Associates, the independent Inspector of Elections, for a number of weeks.

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,

--competitive conditions, which affect, among other things, customer preferences and the pricing of products, production, energy and raw material costs,

--the ability to identify and anticipate and respond through innovation to consumer trends,

--the need for product recalls,

--the ability to maintain favorable supplier relationships,

--currency valuations and interest rate fluctuations,

--change in credit ratings,

--the ability to identify and complete and the timing, pricing and success of acquisitions, joint ventures, divestitures and other strategic initiatives,

--approval of acquisitions and divestitures by competition authorities, and satisfaction of other legal requirements,

--the ability to successfully complete cost reduction programs,

--the results of shareholder proposals,

--the ability to limit disruptions to the business resulting from the emphasis on three core categories and potential divestitures,

--the ability to effectively integrate acquired businesses, new product and packaging innovations,

--product mix,

--the effectiveness of advertising, marketing, and promotional programs,

--the ability to maintain sales growth while reducing spending on advertising, marketing and promotional programs,

--supply chain efficiency,

--cash flow initiatives,

--risks inherent in litigation, including tax litigation, and international operations, particularly the performance of business in hyperinflationary environments,

--changes in estimates in critical accounting judgments and other laws and regulations, including tax laws,

--the success of tax planning strategies,

--the possibility of increased pension expense and contributions and other people-related costs,

--the possibility of an impairment in Heinz's investments, and

--other factors described in "Risk Factors" and "Cautionary Statement Relevant to Forward-Looking Information" in the Company's Form 10-K for the fiscal year ended May 3, 2006.

The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by the securities laws.

ABOUT HEINZ: H.J. Heinz Company, offering "Good Food, Every Day(TM)," is one of the world's leading marketers and producers of branded foods in ketchup and condiments; meals & snacks; and infant foods. Heinz delights consumers in every outlet, from supermarkets to restaurants to convenience stores and kiosks. Heinz is a global family of leading brands, including Heinz(R) Ketchup, sauces, soups, beans, pasta and infant foods (representing nearly one-third of total sales or close to $3 billion), HP(R) and Lea & Perrins(R), Ore-Ida(R) french fries and roasted potatoes, Boston Market(R) and Smart Ones(R) meals, and Plasmon(R) baby food. Heinz has leading brands in six core developed geographies and five developing geographies. Information on Heinz is available at www.heinz.com/news.>