South African Competition Commission Recommendation PIONEER FOOD GROUP LIMITED (Incorporated in the Republic of South Africa) (Registration number: 1996/017676/06) Share code: PFG ISIN: ZAE000118279 (“Pioneer Foods” or “the Company”) PEPSICO, INC. (Incorporated in the State of North Carolina, United States) NASDAQ Share code: PEP (“PepsiCo”) SIMBA PROPRIETARY LIMITED (Incorporated in the Republic of South Africa) (Registration number: 1995/003667/07) (“the Pepsi Offeror”) SOUTH AFRICAN COMPETITION COMMISSION RECOMMENDATION Shareholders are referred to the combined circular to Pioneer Foods shareholders distributed on 29 August 2019 (“Circular”). Capitalised terms used below and that are not otherwise defined, bear the meanings ascribed to them in the Circular. Shareholders are hereby advised that the South African Competition Commission has recommended that the South African Competition Tribunal approve the PepsiCo Offer, subject to certain proposed conditions/commitments which are acceptable to the relevant parties. The commitments by PepsiCo / the merged entity include: • a moratorium on merger related retrenchments; • the creation of further jobs at the merged entity; • significant investment in the operations of the merged entity; • the establishment of a development fund for education, SMME’s, enterprise and agricultural development; and • a significant B-BBEE transaction, as proposed by PepsiCo, to the value of R1.6 billion for the benefit of workers of the merged entity, the detail of which will be finalised. The parties are pleased to note that the South African Competition Commission found that the PepsiCo Offer will result in significant public interest benefits for South Africa. The South African Competition Tribunal hearing, where the matter will be finally considered, is expected to take place before the end of February 2020. Shareholders will be advised of the date of the South African Competition Tribunal hearing and the outcome thereof and will be provided with an update on finalisation and implementation of the Scheme following the hearing. Shareholders are reminded that the PepsiCo Offer remains subject to certain remaining Conditions, the details of which are set out in the Circular. Tygervalley 12 February 2020 Transaction advisor and Sponsor to Pioneer Foods Financial advisors to PepsiCo and the Pepsi Offeror Legal advisor to Pioneer Foods Legal advisor to PepsiCo and the Pepsi Offeror Independent Expert to Pioneer Foods Independent Reporting Accountant to Pioneer Foods Date: 12-02-2020 05:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.