Heinz Preliminary Proxy Filed with the SEC Urges Shareholders to Reject Peltz and His Board Nominees

Business Wire, June 15, 2006

PITTSBURGH -- H. J. Heinz Company (NYSE:HNZ) today filed a preliminary proxy statement with the Securities and Exchange Commission urging its shareholders to elect Heinz's slate of director nominees and reject the nominees of Mr. Nelson Peltz and his Cayman Islands-based hedge fund. The Company asserts that Mr. Peltz's plan offers recommendations with a short-term view that "would cripple Heinz," and that his nominees would bring his "self-interested and divisive voice" to the Heinz Board of Directors. Heinz is already implementing an aggressive strategic plan, which will deliver sustainable growth and superior value for all shareholders.

Heinz Chairman, President and CEO William R. Johnson commented today -- "We listen carefully to all our shareholders and value their opinions. Mr. Peltz does not need board representation for his voice to be heard and his voice deserves no special preferences over the voices of all our other important shareholder constituencies. It is not in the best interest of Heinz shareholders to support Mr. Peltz's proposed slate of directors because his plan and his presence on the Board would disrupt the strong momentum of our business. A vote for Heinz's involved, independent and experienced Directors will ensure that Heinz remains focused on delivering superior value for the benefit of all shareholders."

Heinz will mount a vigorous campaign to inform shareholders and protect the Company from the self-interests and hidden agenda of Mr. Peltz and his Cayman Islands-based hedge fund. Mr. Peltz is pushing an unrealistic plan, which if implemented, would be detrimental to Heinz and its shareholders. The Peltz plan lacks specificity, lacks a time frame for implementation and associated restructuring costs, ignores industry dynamics and inflationary headwinds, is based on unsupported assumptions, and does not offer new insights. By contrast, Heinz has a realistic plan to drive value and growth. For 137 years, Heinz has stood for quality, integrity and value as a trusted and admired leader in the food industry.

Corporate Governance

In a letter to shareholders that opens the preliminary proxy statement, Heinz singles out the poor corporate governance record of Mr. Peltz and his investment group's unrealistic alternative proposal to the Company's Superior Value and Growth Plan for fiscal years 2007 and 2008.

Heinz said, "Mr. Peltz's plans are not the right plans for Heinz - independent stock analysts have characterized his plans as 'overly aggressive' and 'not achievable' - and his corporate governance record is poor. His directors are not the right directors for Heinz."

Citing the strength and independence of its current directors, Heinz urges shareholders to vote for the Company's slate of 12 experienced directors because they "represent the interests of all shareholders."

The Peltz slate of five challengers includes Mr. Peltz and four other men, each of whom is a relative, employee or close personal friend of Mr. Peltz.

The preliminary proxy statement also notes the fact that Heinz earned high corporate governance ratings from Institutional Shareholder Services. By comparison, Triarc Companies Inc., a company that Mr. Peltz leads, has received extremely low ratings as detailed below:

--Triarc Companies received a 21.5 rating from ISS, placing Triarc in the bottom quartile of the S&P 600 companies

--The Corporate Library rating of Triarc is an "F" on overall board effectiveness, the lowest possible rating.

Heinz points out that Mr. Peltz and his hedge fund are seeking board representation that would comprise 42% of the Heinz board (5 of the Company's 12 board seats), even though Mr. Peltz and his Cayman Islands-based hedge fund hold only a 5.4% stake in Heinz.

Superior Value & Growth Plan - www.heinzsuperiorvalue.com

On June 1, 2006, Heinz presented its Superior Value and Growth Plan for fiscal years 2007 and 2008. This plan builds incrementally on the Company's aggressive strategy of the past four years to focus the portfolio, grow the core businesses, and return cash to shareholders.

As part of its plan, Heinz announced a 16.7% increase in its annual dividend for FY07 and $1 billion in additional stock repurchases over the next two years, continuing its policy of returning significant cash to shareholders. Other highlights of the plan include $355 million in identified cost reductions over the next two years, a significant reduction in trade deals and allowances and increased spending for advertising, marketing, and research and development as the Company continues driving sales of its leading brands and innovative new products.

The Company expects its actions to produce the following financial results:

--EPS growth of 10 percent in FY07 to $2.35 per share;

--Sales growth of 3-4 percent in FY07; and

--Operating income growth of more than 8 percent in FY07.

In the preliminary proxy statement filed today, Heinz says: "Heinz is on the right track for delivering superior shareholder value and has the right team and governance structure in place to best serve shareholder interests."