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Heinz Announces Preliminary Proxy Voting Results; Looks Forward With Confidence to Executing Its Plans to Increase Shareholder Value

Posted on: Friday, 8 September 2006, 12:00 CDT

H. J. Heinz Company (NYSE:HNZ) today said that preliminary proxy voting results indicate that 10 of the Company's 12 incumbent directors have been re-elected to the Heinz Board and the Company looks forward with confidence to the execution of its plans to enhance shareholder value. IVS Associates, the independent Inspector of Elections, also gave a preliminary indication that two of Trian Group's five nominees have been elected. Heinz expects that the final vote will be certified on September 15, unless the review and verification process takes longer than anticipated. Heinz, as previously disclosed, also said that it is proceeding with the selection of two additional independent Directors, to expand the Board to 14 Directors.

The preliminary results, which are still subject to a review and verification process by each side, were communicated today to both Heinz and the Trian Group by IVS Associates.

William R. Johnson, Heinz Chairman, President and CEO stated: "The Heinz Board will be focused on executing our plan. We are confident that we have the brands and the people to build on our business momentum and create a strong and prosperous future for Heinz. I look forward to moving ahead constructively and working closely with the Board to enhance shareholder value."

Heinz expects the following Directors to be re-elected once final results are certified: Charles E. Bunch, Leonard S. Coleman, Jr., John G. Drosdick, Edith E. Holiday, William R. Johnson, Candace Kendle, Dean R. O'Hare, Dennis H. Reilley, Lynn C. Swann and Thomas J. Usher.

The preliminary proxy voting results also indicate that Trian Group's nominees Nelson Peltz and Michael F. Weinstein would be elected to the Board once the results are certified.

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 voting results on shareholder proposals, including the recent nomination of nominees for election as directors of the Company,

-- 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 any 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 forward-looking statements are and will be based on management's then current views and assumptions regarding future events and speak only as of their dates. 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" is one of the world's leading marketers and producers of branded foods in ketchup, condiments, sauces, meals, soups, seafood, snacks, and infant foods. Heinz satisfies hungry 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), Ore-Ida(R) frozen potato products, Boston Market(R) and Weight Watchers(R)(a) Smart Ones(R) meals, and Plasmon(R) baby food. Heinz's 50 companies have number-one or number-two brands in 200 countries, showcased by Heinz(R) Ketchup, the world's favorite ketchup. Information on Heinz is available at www.heinz.com/news.

(a) Weight Watchers on foods and beverages is the registered trademark of WW Foods, LLC and is used under license; Boston Market is a registered trademark of McDonald's Corporation and is used under license; T.G.I Friday's is a trademark of T.G.I. Friday's of Minnesota, Inc. and is used under license.

Source: Business Wire

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