2013 FRANCHISING with POPEYES

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1 2013 Franchise Kit

2 2013 FRANCHISING with POPEYES Operating a successful franchise requires talent, dedication, and a sincere commitment to the Popeyes brand. Our goal as a company is and always has been to partner with the best people in each market - people with a proven track record in business. Because franchisees are so important to our success, we are looking to expand our relationship with qualified individuals who possess the right mix of expertise and enthusiasm. We are looking for candidates who possess each of the following characteristics: Solid business experience Proven expertise in owning or operating restaurants (minimum 5 years experience) Previous franchise experience advantageous Net worth of 1,000,000 and 500,000 liquid assets Commitment to grow with Popeyes Franchise Fees Development Fee Franchise Fee Royalty Fee Ad Fund Term 12,500 per restaurant 35,000 per restaurant 5% of Gross Sales 4% of Gross Sales 20 years While our primary focus is on building freestanding locations with a drive-thru, in special circumstances we will consider alternative venues such as malls, airports, colleges and other nontraditional type locations. Existing buildings can be converted into Popeyes restaurants. Free-Standing Prototype Projected Costs Equipment, Furniture, and Signs 234,000 to 260,000 Point of Sale System 25,000 to 40,000 Opening Supplies 10,000 to 20,000 Real Estate and Improvements Cost varies according to restaurant & lot size Recommended minimum size of lot is 28,000 s/f Popeyes Louisiana Kitchen is providing these figures to assist you in analyzing your proposed restaurant construction. Site acquisition, site preparation and off-site utility costs are not included. We cannot estimate your actual investment for improvements. The costs of construction vary considerably depending upon the location and conditions affecting the local market of your restaurant. The above ranges represent our best estimates of certain costs for a 60-seat Popeyes restaurant. These estimates are based upon the experience on construction of company-owned freestanding restaurants as well as industry standard costs of construction. We do not warrant the accuracy of the cost estimates. See Item 7 of our Franchise Disclosure Document for more detailed information regarding your initial investment.

3 EXECUTIVE OFFICERS Cheryl A. Bachelder, Chief Executive Officer Cheryl was named chief executive and president of AFC Enterprises, Inc. in 2007, after more than 25 years in executive management positions in the foodservice industry. In her three years at the helm of Popeyes, she and her veteran leadership team re-engineered the brand with a new marketing campaign, customer feedback program, refreshed logo and several product launches. Despite a blistering recession Bachelder has guided the more than 1,950-unit, global brand to outperform both QSR and chicken QSR categories for the second consecutive year. Her framework for moving the needle at Popeyes centers around four strategic goals: building a distinct, relevant brand; running great restaurants; strengthening unit economics and ramping up unit growth. In 2009, QSR magazine named Popeyes Louisiana Kitchen one of the top ten franchise deals in the industry. In addition Bachelder was cited by veteran foodservice journalist Peter Romeo as one who can hold her own with the likes of other highly successful industry titans. Ralph Bower, President-U.S. Mr. Bower has served as our President U.S. since March He served as our Chief Operating Officer from March 2009 to March From January 2008 to March 2009, Mr. Bower served as our Chief Operations Officer. From 2006 to 2008, Mr. Bower was the KFC operations leader responsible for more than 1300 KFC franchised restaurants in the western United States. Prior to this position, he led KFC company operations in Pennsylvania, New Jersey and Delaware. From 2002 to 2003 Mr. Bower directed the guest satisfaction function for KFC. Before joining KFC, Mr. Bower was employed by Western Ohio Pizza, a franchisee of Domino's Pizza, overseeing operations in Dayton, OH, and Indianapolis, IN. Mr. Bower began his restaurant career with the second largest Domino's franchise organization, Team Washington, where he was a regional director. In each of these roles he demonstrated exceptional leadership and performance results in the restaurant industry. Prior to his restaurant experience, Mr. Bower served as an officer in the United States Navy. Mr. Bower holds a Bachelor of Science degree from the United States Naval Academy. Richard H. Lynch, Chief Global Brand Officer Richard H. Lynch has served as our Chief Global Brand Officer since December Mr. Lynch served as Chief Marketing Officer from March 2008 until December From 2003 to 2008 Mr. Lynch served as principal of GO, LLC, a marketing consulting firm specializing in restaurant and food retail, where he developed brand strategy and innovation plans for concepts including Burger King, Ruby Tuesday and Buffalo Wild Wings. His experience extended beyond restaurant and food retail to include global branding strategy for such companies as IMG, the world's largest sports marketing firm. From 1982 to 2003, Mr. Lynch served as executive vice president at Campbell Mithun Advertising where he led the development of brand architecture and positioning for Domino's Pizza, Martha Stewart Everyday and Betty Crocker. Prior to his restaurant experience, Mr. Lynch held key creative roles with Tracy-Locke Advertising in Dallas, Texas and Ketchum Communications in San Francisco, California. Mr. Lynch holds a Bachelor of Science degree in Business Administration from the University of Wisconsin at Milwaukee. Greg Vojnovic, Chief Development Officer and Vice President Greg Vojnovic has served as our Chief Development Officer and Vice President since August Mr. Vojnovic served as Vice President of Development since June He is a 32 year veteran of the restaurant industry with over 20 years of experience in restaurant development. He has held leadership roles in a number of restaurant companies including Huddle House as Vice President of Franchise Development, MaggieMoo s International as Director, Franchise Development as well as various domestic and international development positions with other major foodservice brands including Denny s and Arby s. His past experience also includes ownership of the casual dining restaurant chain Bridgetown Grill where he received Hot Concept of the Year recognition from publications including Restaurants & Institutions and Chain Leader. In addition, early in his career Greg was awarded a Gold Medal in the US Chef s Open. He holds a Bachelor of Science Degree in Hotel Administration from the Statler School of Hotel Administration at Cornell University and is a member of the International Franchise Association where he earned his CFE designation.

4 FREQUENTLY ASKED QUESTIONS (FAQs) Minimum Qualifications Q: What are the basic financial requirements for franchising with Popeyes? A: Among other things, Popeyes requires that you have a minimum net worth of 1,000,000 of which 500,000 must be liquid (for each restaurant you intend to develop or purchase). Q: How do I determine my Net Worth? A: In its simplest terms, it is your Total Assets (what you own) minus your Total Liabilities (what you owe). Q: What are Liquid Assets? A: The most common forms are cash, stocks and bonds. Q: Do you require restaurant experience? If so, what level? A: Yes. Popeyes requires a minimum of 5 year Restaurant Management experience at the General Manager level or higher (District Manager, Regional Manager, Owner, etc). Q: If I personally cannot meet your requirements, can I partner with other people? A: Absolutely. We have many franchisees who have partnered with other interested parties to become franchisees. Real Estate/Development Qualifications Q: In what types of venues will Popeyes build? A: Our development focus is on free-standing with drive-thru venues (alone on its own real estate). Where appropriate we will consider in-line as part of a shopping center or row of businesses. We will also develop in other venues such as airports, shopping malls, college/university campuses and other non-traditional type locations. Q: What does Popeyes look for in a restaurant location or site? A: Our ideal site would be a dominant corner lot, at a traffic light with convenient ingress & egress on the going home side of the street. The lot size for this site would be a minimum of 30,000 square feet (150' x 200') and have an average daily traffic count of at least 20,000 on the primary artery, with a minimum of 45,000 in population within a 2 mile radius, with median income between 35, ,000. Keep in mind this is not an absolute criteria; specific sites are evaluated on their individual merits. Q: Who determines whether or not I can build a restaurant on a particular piece of real estate? A: Once you have identified and submitted a potential site to Popeyes, we conduct an analysis and, when necessary, we visit your potential site to determine whether or not the site can be approved based on established criteria for development. We must approve every site in writing before you can start to build a Popeyes restaurant.

5 Q: Can I develop in convenience stores or gasoline stations? A: Typically Popeyes will not approve these types of venues. Q: Can I buy an existing building and convert it to a Popeyes restaurant? A: Yes, if the image elements of Popeyes can be incorporated into the building being converted. As with any site, the location must first be approved by Popeyes. Finance Q: Does Popeyes provide financing? A: We do not provide financing for franchised restaurants. You'll need to secure financing for your restaurants and provide a letter of commitment to finance as part of your final application package. However, we do have contacts with various financing companies who are familiar with Popeyes. Your Franchising Manager can discuss this with you once you are qualified and are moving forward with the application process. Q: What is the average profit from a Popeyes restaurant? A: The Federal Trade Commission s Franchise Rule permits a franchisor to provide information about the potential performance of its franchise units if there is a reasonable basis for the information and if the information is included in the Franchise Disclosure Documents (FDD). Q: What other sales & earnings numbers can you share with a potential franchisee? A: Except for the information set forth in Item 19 of the FDD, Popeyes does not furnish or authorize our sales people to furnish any oral or written information concerning the actual, average, projected or forecasted sales, costs, income or profits (the "earning capability") of a restaurant. General Information Q: Why do you have the area I'm interested in listed as sold out, when I don't see a Popeyes restaurant near me? A: It is possible that Popeyes has sold a Development Agreement, which assigns the franchisee a particular area to develop within a specific timeline.

6 FREQUENTLY ASKED QUESTIONS (FAQs) Q: I am interested in owning the development rights for an entire area so that I am the only one who can build Popeyes in that area. Can I do this? A: It is not common for us to award territory development rights to new applicants however, we reserve the right to do so to proven restaurant developers. We will evaluate candidates based on restaurant experience, territory, financials, existing infrastructure, etc. Q: Does Popeyes own the real estate and the building or must the franchisee buy them? A: The franchisee is responsible for buying or leasing the real estate and for the cost of the building. We will offer assistance in site selection, architectural design and other areas of construction, but Popeyes does not own the real estate or building. Q: Can I purchase Popeyes restaurants from the company or from other franchisees? A: Franchisees from time to time sell their restaurants. If you are interested in purchasing a restaurant from one of our franchisees, you will have to approach them directly first. The transfer process requires direct negotiations with the franchisee to produce a signed Letter of Intent ( LOI ). It also requires that Popeyes must approve you as a new franchisee and certain requirements set forth in the Franchise Agreement must be met. We do not advise entering into an official contract without being approved as a franchisee and understanding the requirements that will be placed on the transfer of the Popeyes. Q: How long does it normally take to get approved to become a franchisee? A: Normally the franchise application process takes between 90 and 120 days, but that can vary. The length of time is determined by many factors including how quickly the candidate returns the required material to Popeyes and the amount of time it takes to arrange financing. Q: Once I am approved to become a franchisee, how long until I can actually open a Popeyes restaurant? A: This depends on a number of factors including how long it takes you to submit a completed Site Acceptance Request ( SAR ). Once you submit a Site Acceptance Request, in the form that we require for the site of each Restaurant you propose to develop, we will evaluate each proposed site. Within 45 days after receipt of your proposal and SAR, we will send you written notice of our acceptance or non- acceptance of the site. The construction of your restaurant must commence within 240 days after we approve your site.

7 FRANCHISE SALES PROCESS Initial Franchise Inquiry Initial conversation with NBD Manager Submit Application Package Introduction to Franchising Manager Review Franchise Disclosure Document and return Receipt page Perform due diligence / Speak to Existing Franchisees Interview/Call with Director of Development Interview/Call with Regional Director of Operations or Business Consultant Discovery Day - Corporate visit with Executive Team Corporate Approval Development/Franchise Agreement Executed New Franchisee Orientation Program in Atlanta (1-day) Site Selected Site Approved Construction Begins Schedule Managers for Training Restaurant Opens

8 Franchise Application ALL APPLICANTS Please fill out the following sections Date: (Please type or print clearly) If you plan to have business partners, list names and contact information below. Please have these individuals fill out a separate application and financial verification form. Name Phone Number Name Phone Number A. Individual Biographical Data Name Social Security Number Date of Birth (Month/Day/Year) Citizenship (Country) Name of Spouse (if applicable) Social Security Number Date of Birth (Month/Day/Year) Citizenship (Country) Street Address City State County Zip How Long at this Address? Home Phone Number Cell Phone Number FAX Phone Number Address (1) Address (2) B. Employment History (Attach resume if you wish) Self-Employed: Name of Company Employed By: Current Employer Number of Years Street Address City State Zip Phone Number Position May we contact you at work? C. Financial Form Current Salary Per Year Other Income Describe Total Assets Total Liabilities Total Net Worth Do you: Own Home: Rent Current Value Mortgage Balance Do you have a Financing Source? No Yes Lists amount of financing available If qualified, when would you be ready to invest in a franchise? Month/Year Total Cash Available for Investment

9 D. Development Data Market areas preferred: 1) 2) 3) Who will be responsible for the daily operations of the business? * Please Attach Operator's Franchise Application and Financial Verification Form Operator's Name Please list operator's experience: Company name Position Number of Years Company name Position Number of Years Company Name Position Number of Years Are you currently involved with any restaurant franchise(s)? Yes No If yes, please list brand(s) and type(s) of food served: Brand Name Type of Food Served Brand Name Type of Food Served Brand Name Type of Food Served E. Background Information Have you ever been convicted of a felony? No Yes * *If yes, please provide detailed information below as to the nature of the conviction, including the date and state where the conviction was rendered. Please note that the following documents ARE REQUIRED for an applications package to be considered complete: 1) Completed Application (Failure to answer applicable questions will delay action) 2) Completed Financial Verification Form 3) Operator's Completed Application and Financial Verification Form F. Statement of Certification I certify that the information contained in this application is true and complete. You are authorized to make an investigative report including any inquiries that you deem necessary to verify the accuracy of this information and to determine my credit worthiness. All information will be kept confidential. Signature Date Signature of Spouse (if applicable) Date RETURN TO: Popeyes Support Center Attn: New Business Development 400 Perimeter Center Terrace, Suite 1000 Atlanta, GA Phone: Fax:

10 Personal Financial Statement Form Please complete this form OR attach a Balance Sheet & Income Statement Answer all questions using "no" or "none" where necessary. Please begin by completing schedules on reverse side if necessary. In the electronic version, please use Alt + Return to begin a new line in a cell. Date of Statement: Personal Information Name (first, middle, last) Phone number address Social security number Home address (include apt.) City, State, Zip How long Business/Employer Title/Position How long Business Address City, State, Zip Phone Do you have any dependents? If yes, list ages: Do you have a will? If yes, name executor: Have you ever taken bankruptcy? If yes, explain: Are you a defendant in any suits or legal actions? If joint statement, list names of individuals whose assets, liabilities and income are included Assets Cash, on hand and unrestricted in banks From below Accounts/Notes-receivable Schedule 2 Cash surrender value life insurance. (Do not deduct loans) Schedule 3 Listed (AMEX, NYSE) stocks, bonds, USGovt. Securities Schedule 4 Liabilities Notes payable to banks Schedule 1 Notes and accounts due others Schedule 1 Loan(s) against life insurance Schedule 3 Brokers margin accounts Other stocks and bonds Schedule 4 Real estate at cost or market value Schedule 5 Taxes accrues by unpaid Mortgages payable on real estate Schedule 5 Other assets - itemize Other liabilities - itemize Total Assets Total Liabilities Net Worth Subtract your total liabilities from total assets and enter figure to right Contingent Liabilities As guarantor or co-maker, Legal claims on leases or contracts Income Information Monthly Annual Banking Relationships Alimony, child support or separate maintenance income need not be revealed if you do not wish to have it considered as a basis for repaying this obligation. Salary (Gross) Name & address of bank Single (S) Joint (J) Trust (T) Bonus and commissions, dividends, interest Rental income Other - itemize Total income Total Cash (take to assets above) I warrant that there is no judgement against me nor lien unstaisfied upon my property except as shown, nor prior suit pending against me in any court, that no assets are pledged in any manner not shown herein, and that this statement is true and complete and is offerred for the purpose of obtaining and maintaining credit. With joint credit, all applicants must sign. Cash Balance (Seal) Date Signature Date Signature (Seal) Received By Through Office Please Complete Schedules on Reverse Side (Go to Sheet 2 in Workbook in electronic version)

11 Supplementary Schedules (take totals to front) Attach additional pages if necessary Schedule 1 Debts/Credit Lines (Include home and any other open-end revolving credit, even if unused) Name and address of bank Endorsement or collateral (describe) Credit line Original Amount Unpaid Balance Monthly payment Total Name and address of others Schedule 2 Name and address of debtor Schedule 3 Maturity date Name of insured Beneficiary Insurance Co. Schedule 4 Accounts, Loans, and Notes Receivable Life Insurance Total Total Face amount of policy Stocks, Bonds, and US Government Securities Amount owing Description or nature of debt Description of security Repayment terms Surrender value Loans against Yearly Premium Type of policy Is policy assigned? Description of Security Registered in name of Face value (bonds) No. of shares (stocks) Market value/share Total Market Value Pledged Yes/No Listed (L) on NYSE, AMEX Unlisted (U) Government Security (G) Total Listed Total Unlisted Schedule 5 Real Estate Description or address to include city and state Title in name of Date acquired Cost Market Value Tax Value Original Amount Unpaid Balance Monthly payment Other Credit References Total (Give names of banks, finance companies or other concerns where credit has been obtained) Date Account number Type of account High Credit

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