On February 17, 2010, Shareholders of The Pepsi Bottling Group, Inc. (PBG) voted
concerning a proposed merger with PepsiCo, Inc. (PEP). The merger was approved
and consummated. As a result, PBG Common Shares will be converted as follows:
approximately 50% of all outstanding PBG Common Shares will be converted into
0.6432 PEP Common Shares per PBG Share, subject to prorations (Stock
Consideration); Cash will be paid in lieu of fractional PEP Shares; approximately
50% of all outstanding PBG Common Shares will be converted into $36.50 Cash per
PBG Share, subject to prorations (Cash Consideration).
This action will be coordinated with the Options Clearing Corporation.
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