PROXY FOR SPECIAL MEETING OF MAY 1, 2001
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE QUAKER
OATS COMPANY.
The undersigned hereby appoints Terence D. Martin and John G. Jartz as
proxies (each with power to act alone and with full power of substitution) to
represent and to vote all shares of stock of The Quaker Oats Company which
the undersigned is entitled to vote at the Special Meeting of Shareholders of
The Quaker Oats Company to be held at the Bank One Auditorium, 1 Bank One
Plaza, 10 S. Dearborn St., Chicago, Illinois 60670, on Tuesday, May 1, 2001
at 9:00 a.m. (CDT), and any adjournment thereof, as designated herein on the
proposal set forth herein, as described in the Joint Proxy Statement
Prospectus, and on all other matters properly coming before the meeting.
IF PROPERLY SIGNED, DATED AND RETURNED, THIS PROXY WILL BE VOTED AS DIRECTED
BY THE SHAREHOLDER OR, IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED
"FOR"PROPOSAL (1) (THE APPROVAL OF THE MERGER AGREEMENT AND THE MERGER) AND
IN THE DISCRETION OF THE MAJORITY OF THE PROXIES ON ANY OTHER MATTER THAT MAY
PROPERLY COME BEFORE THE MEETING.
IMPORTANT - THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
Dear Shareholder:
On the reverse side of this card and instructions on how to vote your shares
for the approval of the merger agreement and the merger and all other
proposals by telephone or the Internet. Your vote will be recorded as if you
mailed in your proxy card.
Thank you for your attention to these matters.
THE QUAKER OATS COMPANY
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY /X/
[ ]
A VOTE FOR THE PROPOSAL IS RECOMMENDED
BY THE BOARD OF DIRECTORS. For Against Abstain
[Quaker 1. Approval of the Agreement and Plan of Merger, /_/ /_/ /_/
Logo] dated as of December 2, 2000, as amended,
QUAKER among PepsiCo, Inc., BeverageCo, Inc., a
2001 wholly owned subsidiary of PepsiCo, Inc.,
SPECIAL and The Quaker Oats Company and the merger
MEETING contemplated by that agreement.
Check here if you will attend
the meeting /_/
Dated _____________, 2001
X
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Signature
X
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Signature
NOTE: Please sign exactly as name
appears hereon. For joint accounts,
both owners should sign. When
signing as executor, administator,
attorney, trustee or guardian, etc.,
please sign your full title.
CONTROL NUMBER - FOLD AND DETACH HERE -
NOW YOU CAN VOTE YOUR SHARES BY TELEPHONE OR THE INTERNET!
QUICK * EASY * IMMEDIATE * AVAILABLE 24 HOURS A DAY * 7 DAYS A WEEK
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TO VOTE BY PHONE Call toll free 1-877-482-6136 in the United States
or Canada any time prior to 12:00 midnight, Sunday,
April 29, 2001 on a touch tone telephone. There
is NO CHARGE to you for the call.
Enter your 6-digit CONTROL NUMBER located above.
To vote in accordance with the
Board of Directors' recommendation
on the proposal: Press 1.
When asked, please confirm
your vote by pressing 1.
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TO VOTE BY INTERNET Go to the following website prior to 12:00 midnight,
Sunday, April 29, 2001:
www.computershare.com/us/proxy
Enter the information requested on your computer
screen, including your 6-digit Control Number
located above.
Follow the simple instructions on the screen.
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IF YOU VOTE BY TELEPHONE OR THE INTERNET, DO NOT MAIL BACK THE PROXY CARD.
THANK YOU FOR VOTING!
- FOLD AND DETACH HERE -
ADMITTANCE CARD
Please retain this card for
admittance to the special
meeting.
THIS CARD IS NOT TRANSFERABLE.
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The Quaker Oats Company
Special Meeting of Shareholders
9:00 a.m., Tuesday, May 1, 2001
Bank One Auditorium
1 Bank One Plaza
10 S. Dearborn St., Plaza Level
Chicago, Illinois 60670