General Merchandise/HBC

Kraft Shareholders Approve Merger With Heinz

Deal creates third-largest food & beverage company in North America, fifth in world

NORTHFIELD, Ill. & PITTSBURGH -- Kraft Foods Group Inc. shareholders on July 1 voted to approve the previously announced merger agreement creating The Kraft Heinz Co.

Kraft Heinz

Kraft Heinz has already announced its senior leadership team, effective upon the close of the merger transaction.

In a preliminary count of the voting results, more than 98% of votes cast at the special meeting voted in favor of the transaction, representing more than 69% of all outstanding Kraft shares, clearing the way for the merger to close after market close on July 2, 2015, subject to certain customary closing conditions.

The transaction will create the third-largest food and beverage company in North America, and the fifth-largest food and beverage company in the world, Kraft and Heinz said.

"Today's approval to create The Kraft Heinz Co. will unite two powerful businesses, deliver incredible shareholder value and provide a platform for growth both domestically and internationally," said Alex Behring, future chairman of Kraft Heinz and managing partner at 3G Capital.

"This truly is a historic moment for our two companies as we combine to become a global food and beverage leader with an unparalleled portfolio of great brands," said John T. Cahill, Kraft Foods Group Chairman and CEO and future Vice Chairman of The Kraft Heinz Company. "It has been a privilege to serve Kraft, and I look forward to continue serving The Kraft Heinz Co. on its board of directors."

The companies announced the merger on March 25, 2015, and received regulatory approvals in the United States and Canada.

Pittsburgh-based H.J. Heinz is one of the world's leading marketers and producers of healthy, convenient and affordable foods specializing in ketchup, sauces, meals, soups, snacks and infant nutrition. Heinz provides superior quality, taste and nutrition for all eating occasions whether in the home, restaurants, the office or "on-the-go." Heinz is a global family of leading branded products, including Heinz Ketchup, sauces, soups, beans, pasta and infant foods (representing over one third of Heinz's total sales), Ore-Ida potato products, Weight Watchers Smart Ones entrees, T.G.I. Friday's snacks, and Plasmon infant nutrition.

Kraft Foods Group, Northfield, Ill., is one of North America's largest consumer packaged food and beverage companies, with annual revenues of more than $18 billion. The company's brands include Kraft, Capri Sun, Jell-O, Kool-Aid, Lunchables, Maxwell House, Oscar Mayer, Philadelphia, Planters and Velveeta.

www.kraftfoodsgroup.com and www.facebook.com/kraft. www.heinz.com

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