Title of each class of securities to which transaction applies:

Aggregate number of securities to which transaction applies:

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

Proposed maximum aggregate value of transaction:

Amount Previously Paid:

Form, Schedule or Registration Statement No.:

Filing Party:

Date Filed:

*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on May 2, 2012.

PEPSICO, INC.

Meeting Type:          Annual Meeting

          529 South Front Street

          New Bern, NC 28562

You are receiving this communication because you hold shares in the above named company.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

How to View Online:

How to Request and Receive a PAPER or E-MAIL Copy:

1) BY INTERNET:

2) BY TELEPHONE:

3) BY E-MAIL*:

*  If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line.

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 16, 2012 to facilitate timely delivery.

— How To Vote —

Please Choose One of the Following Voting Methods

Vote In Person: If you choose to vote these shares in person at the meeting, you must request a “legal proxy.” To do so, please follow the instructions at www.proxyvote.com or request a paper copy of the materials, which will contain the appropriate instructions. Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance.

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow available and follow the instructions.

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a voting instruction form.

The Board of Directors recommends you vote FOR the following proposals:

2.       Ratify the appointment KPMG LLP as our independent registered public accountants for fiscal year 2012.

3.       Approval, by non-binding vote, of executive compensation.

4.       Re-approval of the performance measures under our 2007 Long-Term Incentive Plan.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “AGAINST” ITEMS NO. 5, 6 AND 7.

5.       Shareholder Proposal - Lobbying Practices Report.

6.       Shareholder Proposal - Formation of Risk Oversight Committee.

7.       Shareholder Proposal - Chairman of the Board shall be an Independent Director.

NOTE: Such other business as may properly come before the meeting or any adjournment or postponement thereof.

1.

Election of Directors

Nominees:

1a.

1b.

I.M. Cook

1c.

1d.

1e.

R.L. Hunt

1f.

A. Ibargüen

1g.

I.K. Nooyi

1h.

S.P. Rockefeller

1i.

J.J. Schiro

1j.

L.G. Trotter

1k.

D. Vasella

1l.

A. Weisser

700 ANDERSON HILL ROAD

PURCHASE, NY 10577-1444

YOUR VOTE IS IMPORTANT

VOTE BY INTERNET/TELEPHONE 24 HOURS A DAY, 7 DAYS A WEEK

VOTE BY INTERNET - www.proxyvote.com

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 5:00 P.M. E.D.T. on May 1, 2012. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 5:00 P.M. E.D.T. on May 1, 2012. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to PepsiCo, Inc., c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

ADMISSION TICKET

Admission to the meeting will be on a first-come, first-served basis. This admission ticket and a government-issued photo identification card, such as a driver’s license, state identification card or passport, will be required to enter the meeting. Please bring this admission ticket to the meeting.

PEPSICO, INC.

THE BOARD OF DIRECTORS RECOMMENDS A

VOTE “FOR” ITEMS NO. 1, 2, 3 AND 4.

Vote on Directors

1.

Election of Directors

For

Against

Abstain

Nominees:

1a.

S.L. Brown

¨

  ¨

¨

1b.

I.M. Cook

¨

  ¨

¨

For

Against

Abstain

1c.

1d.

1e.

1f.

1g.

1h.

1i.

1j.

1k.

1l.

D. Dublon

V.J. Dzau

R.L. Hunt

A. Ibargüen

I.K. Nooyi

S.P. Rockefeller

J.J. Schiro

L.G. Trotter

D. Vasella

A. Weisser

¨

¨

¨

¨

¨

¨

¨

¨

¨

¨

  ¨

  ¨

  ¨

  ¨

  ¨

  ¨

  ¨

  ¨

  ¨

  ¨

¨

¨

¨

¨

¨

¨

¨

¨

¨

¨

2.

Ratify the appointment KPMG LLP as our independent registered public accountants for fiscal year 2012.

¨

  ¨

¨

3.

Approval, by non-binding vote, of executive compensation.

¨

  ¨

¨

4.

Re-approval of the performance measures under our 2007 Long-Term Incentive Plan.

¨

  ¨

¨

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “AGAINST” ITEMS NO. 5, 6 AND 7.

For

Against

Abstain

5.

Shareholder Proposal - Lobbying Practices Report.

¨

  ¨

¨

6.

Shareholder Proposal - Formation of Risk Oversight Committee.

¨

  ¨

¨

7.

Shareholder Proposal - Chairman of the Board shall be an Independent Director.

¨

  ¨

¨

WHERE NO VOTING INSTRUCTIONS ARE GIVEN, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR ITEMS NO. 1, 2, 3 AND 4, AND VOTED AGAINST ITEMS NO. 5, 6 AND 7.

Signature [PLEASE SIGN WITHIN BOX]

Date

Signature (Joint Owners)

Date

Directions to North Carolina History Center at Tryon Palace

529 South Front Street, New Bern, North Carolina

North Carolina History Center at Tryon Palace

529 S. Front Street

New Bern, NC 28562

FROM THE SOUTH (Wilmington, Jacksonville):

Take Highway 17 North into New Bern. Stay on same road (also called ML King Blvd.) and pass Twin Rivers Mall. Go under Route 70 overpass (Hwy 17 becomes Business 17) - stay in middle lane. Road will veer right at Palace Motel and name will change to Neuse Blvd. Shortly after fire station name will change again to Broad Street. Continue on Broad Street to Hancock Street. Turn right on Hancock Street. Cross Pollock Street. Make a right onto Front Street. The North Carolina History Center will be immediately on your left.

FROM THE SOUTHWEST (Fayetteville):

Take I-95 North to Highway 70 East to New Bern. Take the Trent Road/Pembroke exit and turn left at the light. Turn right at the third light (Broad Street), and then turn right on Hancock Street. Cross Pollock Street. Make a right onto Front Street. The North Carolina History Center will be immediately on your left.

FROM THE NORTHWEST (Raleigh, Goldsboro):

Take Highway 70 East to New Bern. Take the Trent Road/Pembroke exit and turn left at the light. Turn right at the third light (Broad Street), and then turn right on Hancock Street. Cross Pollock Street. Make a right onto Front Street. The North Carolina History Center will be immediately on your left.

FROM THE NORTH (Greenville):

Take Highway 17 South from Washington, NC. Cross the Neuse River Bridge, take the ramp straight to US 70 and cross the Freedom Memorial Bridge. Take the Trent Road/Pembroke exit and turn right at the light. Turn right at the third light (Broad Street) then turn right on Hancock Street. Cross Pollock Street. Make a right onto Front Street. The North Carolina History Center will be immediately on your left.

Important Notice Regarding Internet Availability of Proxy Materials for the Annual Meeting:

The Notice and Proxy Statement and Annual Report are available at www.pepsico.com/proxy12.

PEPSICO, INC.

Proxy for Annual Meeting of Shareholders - May 2, 2012

THIS PROXY IS SOLICITED ON BEHALF OF PEPSICO’S BOARD OF DIRECTORS FOR PARTICIPANTS IN

PEPSICO’S SAVINGS PLAN/PEPSICO HOURLY 401(K) PLAN

The undersigned hereby appoints Indra K. Nooyi, Maura A. Smith and Cynthia Nastanski, and each of them, proxies for the undersigned, with full power of substitution, to vote all shares of Common Stock and/or Convertible Preferred Stock of PepsiCo, Inc., which the undersigned may be entitled to vote at the Annual Meeting of Shareholders of PepsiCo, Inc. in New Bern, North Carolina, on Wednesday, May 2, 2012 at 9:00 A.M., E.D.T., or at any adjournment or postponement thereof, upon the matters set forth on the reverse side and described in the accompanying Proxy Statement and any other matter that may properly come before the meeting.

Please mark this proxy as indicated on the reverse side to vote on any item. Shares represented by this proxy will be voted in accordance with your specifications. If you wish to vote in accordance with the Board of Directors’ recommendations, please sign the reverse side; no boxes need to be checked.

If you submit your proxy by telephone or the Internet, there is no need for you to mail back your proxy.

Continued and to be signed on reverse side