THE KRAFT HEINZ COMPANY

OPERATIONS & STRATEGY COMMITTEE CHARTER

Effective as of June 5, 2019

1. General Purpose.

The general purpose of the Operations & Strategy Committee (the “Committee”) of the Board
of Directors (the “Board”) of The Kraft Heinz Company (the “Company”) is to assist the
Board in overseeing and facilitating the development and implementation of the Company’s
ongoing operations and corporate strategy.

2. Committee Authority and Responsibilities.

2.1. The management of the Company will be responsible for the development and
execution of the Company’s operating and strategic plans. The Committee’s role is
advisory. In order to fulfill its responsibilities, the Committee shall maintain a
cooperative, interactive dialogue with management, including the identification and
setting of operational and strategic goals and expectations and the review of
potential acquisitions, divestitures, joint ventures and strategic alliances. The
Committee shall regularly report to the Board, particularly with respect to corporate
strategy issues, for which the Board shall remain primarily responsible.

2.2. The Committee shall meet with management periodically to discuss, review and
evaluate the development and implementation of the Company’s operational
objectives and corporate strategy. Based on its review, the Committee shall share
with management the Board’s expectations for the operations of the Company and
strategic planning process, make recommendations to management on areas of
improvement, and provide other feedback and guidance to management on behalf
of the Board.

2.3. The Committee shall review the availability of resources, including business and
operating plans, and financial, technological, operational and human resources.

2.4. The Committee shall review and make recommendations to the Board regarding the
following, as appropriate:

• the evaluation of, and recommendation to the Board with respect to, the
Company’s corporate strategy;

• the Company’s performance;

• the Company’s annual capital plan, as well as review, assess and approve,
or recommend to the Board for approval, as appropriate, individual capital
projects in excess of amounts, and in accordance with guidelines,
established for the Committee by the Board;
• the impact of external developments and factors, such as the changes in
economic and market conditions, competition in the industry,
 environmental and safety regulations, federal, state and local regulations
and technology, on the Company’s corporate strategy and its execution;

• identification of prospects and opportunities for corporate developments

• implementation of the Company’s corporate strategy through corporate

2.5. The Committee shall support and advise the Board, the Chairman of the Board, the
Chief Executive Officer or management, on an as-requested basis, on the
development and/or refinement of specific aspects of the Company’s operations and
corporate strategy or on other major operations and strategic issues.

2.6. The Committee shall carry out such other duties or responsibilities as may be
delegated to it by the Board from time to time.

3. Authority to Retain Advisors; Access to Records

The Committee shall have the resources and authority necessary or appropriate to carry out its
duties and responsibilities, including the sole authority to select, retain, terminate and approve
the reasonable fees and other retention terms of, and oversee the work of, such advisors or
experts as it deems necessary or appropriate. The Company shall provide for appropriate
funding, as reasonably determined by the Committee, for payment of compensation to any
advisors or experts employed by the Committee and ordinary administrative expenses of the
Committee that it deems necessary or appropriate in carrying out its duties and responsibilities.
In fulfilling its responsibilities, the Committee shall have full access to any relevant books,
records, facilities and personnel of the Company.

4. Composition, Structure and Operation of the Committee.

4.1. The Committee shall be comprised of five directors appointed by the Board, based
on nominations recommended to the Board by the Company’s Nominating and
Corporate Governance Committee.

4.2. The Board (or, in the absence of its acting, the Committee) may appoint one
member of the Committee to serve as Chairman of the Committee.

4.3. Any member of the Committee may be removed by the Board, with or without
cause, at any time.

4.4. The Committee shall meet as often as it determines is necessary to carry out its
duties and responsibilities.
4.5. At all meetings of the Committee, a majority of the entire Committee
shall be necessary and sufficient to constitute a quorum for the
transaction of business.

4.6. The vote of a majority of the Committee members present at a meeting at

4.7. The Committee may hold meetings either within or without the State of
Delaware. Meetings of the Committee may be called by any member of the
Committee or by the Chairman of the Board. Notice for a Committee meeting
shall be given in the same manner as notice for a Board meeting.

4.8. Meetings of the Committee shall be presided over by the Chairman of the
Committee, if any, or in the absence of a Chairman by a chairman chosen
at the meeting.

4.9. The Committee shall record minutes of each of its meetings.

4.10. The Committee shall make a report to the full Board on its activities at the next
Board meeting following a Committee meeting. Such report may be made
orally or in writing or by providing copies of relevant minutes.

4.11. The Committee shall conduct, in such a manner as the Committee deems
appropriate, and review with the Board an evaluation of the Committee’s
own performance at least annually to determine whether (i) it is functioning
effectively in accordance with the requirements of this Charter and (ii) any
amendments or improvements to this Charter are necessary or desirable and
should be proposed to the Board. Any amendments or improvements to this
Charter shall be subject to approval of the Board.

4.12. The Committee may form, and delegate all or any portion of its duties and
responsibilities to, a subcommittee so long as such subcommittee is at least
partially comprised of members of the Committee. The requirements for
action by a subcommittee shall, except as otherwise provided by act of the
Committee, be the same as applicable to the Committee.