PFG: PIONEER FOOD GROUP LIMITED - Combined Finalisation Announcement In Respect Of The Scheme Combined Finalisation Announcement In Respect Of The Scheme 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') COMBINED FINALISATION ANNOUNCEMENT IN RESPECT OF THE SCHEME Shareholders are referred to the combined circular to Pioneer Foods shareholders distributed on 29 August 2019 ('Circular') and the combined announcement regarding the revision of the important dates and times relating to the Scheme published on SENS on 7 February 2020. 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 Tribunal has approved the PepsiCo Offer, subject to certain conditions which are acceptable to the relevant parties. In addition, Pioneer Foods, PepsiCo and the Pepsi Offeror are pleased to announce that all other Conditions, as detailed in the Circular, have been fulfilled and/or waived, and accordingly the Scheme has become unconditional. Shareholders are advised of the following important dates and times in respect of the implementation of the Scheme: 2020 Scheme Finalisation Date Friday, 6 March Scheme Finalisation Date announcement released on SENS on Friday, 6 March Scheme Finalisation Date announcement to be published in the South Monday, 9 March African press on Scheme LDT Tuesday, 17 March Trading in Pioneer Foods Ordinary Shares on the JSE suspended from Wednesday, 18 March commencement of trade on Scheme Consideration Record Date to be recorded in the Register in Friday, 20 March order to receive the Per Share Scheme Consideration Scheme Implementation Date Monday, 23 March Per Share Scheme Consideration payment to Dematerialised Pioneer Monday, 23 March Foods Ordinary Shareholders to take place on Per Share Scheme Consideration payment to Certificated Pioneer Foods Monday, 23 March Ordinary Shareholders to take place within 5 South African Business Days of (assuming surrender of Documents of Title and duly completed Form of Surrender, Transfer or Acceptance) Termination of listing of Pioneer Foods Ordinary Shares on the JSE at Tuesday, 24 March commencement of trade on Notes: 1. No dematerialisation or rematerialisation of Pioneer Foods Ordinary Shares may take place from the commencement of business on the South African Business Day following the Scheme LDT. The Scheme LDT is on Tuesday, 17 March 2020. 2. All times referred to in this announcement are references to South African Standard Time. Tygervalley 6 March 2020 Transaction advisor and Sponsor to Pioneer Foods Financial advisors to PepsiCo and the Pepsi Offeror PSG Capital UBS Investment Bank J.P. Morgan Centerview Partners Legal advisor to Pioneer Foods Legal advisor to PepsiCo and the Pepsi Offeror Webber Wentzel Bowman Gilfillan Inc. Independent Expert to Pioneer Foods Independent Reporting Accountant to Pioneer Foods BDO Corporate Finance PricewaterhouseCoopers Date: 06-03-2020 04:30:00 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.