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PROXY STATEMENT This statement is furnished in connection with a solicitation of proxies by the management of The Seven-Up Company (herein called the "Company") to be used at the annual meeting of share- holders of the Company to be held on April 10, 1978 for the purposes set forth in the accompanying notice of annual meeting of shareholders. If the enclosed form of proxy is executed and returned, it may be revoked at any time by attending the meeting and voting in person or by filing with the Secre- tary of the Company a written notice withdrawing the proxy or by giving a proxy bearing a later date. The Annual Report for the twelve months ending December 31, 1977 is enclosed herewith. Shareholders may receive without charge, upon written request to the Secretary of the Company, a copy of its Form 10-K Annual Report, including the financial statements and schedules thereto, re- quired to be filed with the Securities and Exchange Commission. Copies of the exhibits to the report will be provided upon the payment of a fee of five cents for each page copied. It is estimated that the exhibits to the Form 10-K will approximate ten pages. The only class of voting securities of the Company entitled to vote at the annual meeting is its $1.00 par value Common Stock. Each share is entitled to one vote. Cumulative voting for Directors is required by the laws of Missouri; consequently, each shareholder is entitled to cast as many votes in the aggregate as shall equal the number of voting shares held by him, multiplied by the number of directors to be elected, and he may cast the whole number of votes for one candidate or distribute them among two or more candidates. The record date for determining common shareholders entitled to vote at the annual meeting is March 1, 1978 at which time there were 10,724,151 shares outstanding. Various descendants and relatives (including Margaret B. Grigg, widow of H. C. Grigg, Douglas W. Grigg, Robert A. Ridgway and Katherine G. Wells, wife of Ben H. Wells) of C. L. Grigg, E. G. Ridgway and Frank Y. Gladney, who founded the Company, and trusts in which the foregoing have interests, owned on March 1, 1978 approximately 48% of the Company's outstanding Common Stock. See footnotes, 1, 4, 5, 6 and 8 on pages 8 and 9. No person owns of record, or is known by the Company to own beneficially, more than 10 percent of the Company's outstanding Common Stock. Some or all of the descendants and trusts may be deemed "parents" of the Company under the rules and regulations of the Securities and Exchange Commission. SOLICITATION OF PROXIES Proxies will be solicited by mail. They may also be solicited by officers and regular employees of the Company personally or by telephone or telegraph, but such persons will not be specifically com- pensated for such services. Banks, brokers, nominees and other custodians and fiduciaries may be re- imbursed for their reasonable out-of-pocket expenses in forwarding soliciting material to their princi- pals, the beneficial owners of stock of the Company. The cost of soliciting proxies will be borne by the Company. ADOPTION OF AMENDMENT TO THE COMPANY'S RESTATED ARTICLES OF INCORPORATION - Item 1 At present, Article FOURTH of the Company's Restated Articles of Incorporation sets the num- ber of Directors at eleven (11). In addition, the present By-Laws of the Company provide for the 3

manner in which Directors are elected and further provide that each Director so elected shall hold office until the next succeeding annual meeting. The Board of Directors has approved the proposed amendment to • Article FOURTH of the Company's Restated Articles of Incorporation as set forth in Exhibit A to this Proxy Statement and recommends to the shareholders that it be adopted at their annual meeting on April 10, 1978 or any adjournment thereof. This amendment to the Restated Articles of Incorporation authorizes the Board of Directors to set the number of Directors from time to time by majority vote.of the Board of Directors. In antici- pation of shareholder approval of this proposed amendment to Article FOURTH of the Restated Articles of Incorporation, the Board of Directors has unanimously adopted certain amendments to the Company's By-Laws, as set forth in Exhibit B to this Proxy Statement which in effect provide for (i) the classification of the eleven (11) member Board into three (3) distinct classes, with one class (Class I) having three (3) members and two classes (Class II and Class III) having four (4) members each; (ii) each Director being elected to a term of three (3) years, with the election of the respective classes of Directors being staggered so that the terms of the members of one of the three classes of Directors shall expire at each annual meeting of shareholders, at which time the successors to that class of Directors shall be elected; (iii) any future increase in the number of Di- rectors from the proposed eleven (11) member Board shall not become effective until such addi- tional Directors are duly elected by the shareholders at the next meeting of shareholders follow- ing the adoption of any amendment to the By-Laws increasing the number of members of the Board of Directors. The amendment of Section 3.3 of the Company's By-Laws providing for the election of all Direc- tors to a term of three (3) years is applicable to all terms subsequent to the initial election of all eleven (11) Board members to the terms indicated at the April 10, 1978 Annual Shareholders Meet- ing as follows: Class I- Term expiring at the 1979 Annual Meeting of Shareholders Class II - Term expiring at the 1980 Annual Meeting of Shareholders Class III - Term expiring at the 1981 Annual Meeting of Shareholders The foregoing amendments to the By-Laws of the Company are contingent upon the approval by the shareholders of the amendment to Article FOURTH of the Restated Articles of Incorporation and shall only become operative and effective upon such approval. If shareholder approval of the amendment of Article FOURTH of the Restated Articles of In- corporation of this Company is obtained, Item 2(b) in the Notice of Annual Meeting of Shareholders will be dispensed with and Item 2(a) thereof, To Elect a Classified Board of Directors consisting of eleven (11) members, shall be the next order of business to come before the meeting. Traditionally the membership of the Board of Directors has been relatively stable, however, management believes that implementation of a classified Board of Directors will be beneficial to shareholders because it will further insure the stability and continuity in the membership of the Board of Directors and management of the Company's affairs. Barring death, resignation or removal of one or more Directors, classification will result in the election of one class of Directors each year, so that, at the next and each ensuing annual meeting of shareholders a majority of the Directors at any time will have been Directors of the Company for at least one year. In addition, the number of Di- rectors to constitute the Board of Directors of this Company shall henceforth be prescribed by the 4 , .

By-Laws of the Company obviating the requirements of repeated shareholder action approving suc- cessive amendments to the Restated Articles of Incorporation. Unless otherwise indicated thereon, it is intended that the persons named in the proxy will vote your stock in favor of adopting the proposed amendment to Article FOURTH of the Company's Re- stated Articles of Incorporation as set forth in Exhibit A hereto thereby rendering operative and effective certain amendments to the Company's By-Laws as set forth in Exhibit B hereto. The affirm- ative vote of the holders of a majority of the shares of the Company's common stock represented at the meeting, in person or by proxy, is required for the approval of the foregoing proposal. PRESENT BOARD MEMBERSHIP CHANGES On January 25, 1978, the Board of Directors accepted the resignations of Messrs. Maurice R. Chambers, Fred L. Kuhlmann and Fred W. Wenzel. These resignations were submitted voluntarily and resulted from a decision made on that same day by the Board of Directors of Anheuser Busch, Inc., to develop and test market a new beverage product which might be in competition with soft drinks. It is the understanding of The Seven-Up Company that the proposed new product will not fall directly into the lemon-lime category of the beverage industry. Messrs. Chambers, Kuhlmann and Wenzel are also members of the Board of Directors of Anheuser Busch, Inc. At the same meeting, the Board of Directors elected three new members to replace the three re- signing members. The new Board members are Robert A. Malin, Senior Vice President and Director, The First Boston Corporation, New York, New York; Robert C. West, Chairman and President, Sverdrup Corporation, St. Louis, Missouri; and Ted C. Wetterau, Chairman and President, Wetterau Incorporated, St. Louis, Missouri. Mr. Malin has been associated with The First Boston Corporation since 1974. He had held similar investment banking positions with Reynolds Securities and Blyth & Company. In addition, Mr. Malin served on the Financial Accounting Standards Advisory' Council from 1973-1977, the SEC Advisory Committee on Corporate Disclosure from 1976-1977 and has been a long-standing member of The Securities Industry Association Accounting Committee and the New York Society of Security Analysts. Mr. West has played a prominent role in the development of Sverdrup Corporation, the new parent corporation for the several Sverdrup & Parcel operating companies. A graduate of Georgia Institute of Technology, he joined Sverdrup & Parcel in 1953. He became president and chief execu- tive officer in 1975, chairman of the board in 1976, and chairman and president of Sverdrup Cor- poration in 1977. He has been associated with the design and building of major construction projects all over the world. Mr. Wetterau joined Wetterau Incorporated in 1952. As vice president-marketing he was elected to the Wetterau board in 1960, named executive vice president in 1963, became president in 1970 and was elected chairman, president and chief executive officer in 1974. ELECTION OF DIRECTORS-Item 2(a) or 2(b) If the proposed amendment to Article FOURTH of the Company's Restated Articles of Incor- poration (Item 1 above ) is: (a) Approved; Item 2(b) shall not be applicable and Item 2(a) shall be the next order of business to come before the meeting. 5

OR (b) Disapproved; Item 2(a) shall not be applicable and Item 2(b) shall be the next order of business to come before the meeting. Item 2(a) -ELECTION OF ELEVEN BOARD MEMBERS TO A CLASSIFIED BOARD If the proposed amendment to the Company's Restated Articles of Incorporation (Item 1) is adopted by the shareholders, the newly effective By-Laws of the Company as set forth in Exhibit B hereto, provide for the Board of Directors consisting of eleven (11) members divided into three distinct classes. Unless authority is withheld, it is intended that the persons named in the proxy will vote your stock in favor of the eleven (11) nominees for election to the Board of Directors divided into the following classes: Class I Class II Class III To serve until the To serve until the To serve until the 1979 Annual Meeting 1980 Annual Meeting 1981 Annual Meeting of Shareholders of Shareholders of Shareholders Dr. B. C. Cole David H. Morey Douglas W. Grigg Robert A. Malin Robert C. West Robert A. Ridgway Garret F. Meyer, Sr. Ted C. Wetterau Ben H. Wells Paul H. Young, Jr. William E. Winter All Directors shall serve the term indicated and until their successors are elected and qualified. All nominees except Messrs. Grigg and Ridgway are presently Directors of the Company. Messrs. Malin, West and «'etterau were appointed to the Board on January 25, 1978. See caption "Nominees" for further information concerning the nominees. Should any nominee become unavailable for any reason before the meeting, an eventuality which is not anticipated, the proxies may be voted for a substitute person to be selected by the management of the Company. Item 2(b) -ELECTION OF ELEVEN BOARD MEMBERS If the proposed amendment (Item 1) is not adopted by the shareholders, the Restated Articles of Incorporation and the By-Laws of the Company provide for a Board of Directors consisting of eleven (11) members to serve until the next annual meeting of shareholders. Therefore, unless authority is withheld, it is intended that the persons named in the proxy will vote your stock in favor of the eleven (11) nominees for election to the Board of Directors hereinafter named to seive one year and until their successors are elected and qualified. All of the nominees, except Messrs. Grigg and Ridgway, are presently Directors of the Company. Messrs. Malin, West and Wetterau were ap- pointed to the Board on January 25, 1978. See caption "Nominees" for further information concern- ing nominees. Should any nominee become unavailable for any reason before the meeting, an even- tuality which is not anticipated, the proxies may be voted for a substitute person to be selected by the management of the Company: Dr. B. C. Cole Douglas W. Grigg Robert A. Malin Garret F. Meyer, Sr. David H. Morey 8 Robert A. Ridgway Ben H. Wells Robert C. West Ted C. Wetterau William E. Winter Paul H. Young, Jr.

NOMINEES Further information concerning these nominees is set forth in the following table: iune of Nominee Principal Occupation or Employment Year First Became Director Dr. B. C. Cole Douglas W. Grigg Senior Vice President, Corporate Technical Director. Self-employed for the past 1975(2) Nominated ~ five years. 1978 Robert A. Malin 1974 to present: Senior Vice President and Director of The First Boston Corpora- tion, New York, N.Y., an investment banking firm. 1972-1974: Senior Vice President and Director of Reynolds Securities, Inc., New York, N.Y. 1978 Garret F. Meyer, Sr. Chairman of the Board, Warner-Jenkinson Company, a manufacturer of food colors and flavors. 1970 David H. Morey obert A. Ridgway Retired Chairman of the Board and Chief Executive Officer of The Boatmen's National Bank of St. Louis, a national bank and trust company. 1977 to present: President of 1965 ominated Ridgco Trusts and Invest- ments, Inc., a private investment service firm. 1972-1977: employed in various capacities by The Seven-Up Company. At the time of his resignation in 1977, Mr. Ridgway was a Vice President and Director of Corporate Real Estate. 1978 Shares of Company Stock Owned Beneficially 3/1/78 6% Cumulative Common Preferred 3,997(1) 16(1) 3,800(3) -0- 170,000~ (56 ) ( 200 8001(6) ) -0- 37,000 (7 ) -0- 800 -0- 661,952(8) 400 7

Principal Occupation Year First or Became Name of Nominee Employment Director Shares of Company Stock Owned Beneficially 3/1/78 6% Cumulative Common Preferred Robert C. West 1977 to present: Chairman of 1978 100 -0- the Board and President of Sverdrup Corporation, a professional service firm in planning, design, construc- tion management and facility operation. 1976-1977: Chair- man of the Board of Sverdrup & Parcel and Associates, Inc., an engi- neering and architectural arm of Sverdrup Corporation. 1975-1976: President and Chief Executive Officer of Sverdrup & Parcel and Associates, Inc. 1973-1974: Executive Vice President of Sverdrup & Parcel and Associates, Inc. Ted C. Wetterau 1974 to present: Chairman of the Board, President and Chief Executive Officer and Director of Wetterau Incorporated, a corporation rincipally engaged in the Sistribution and sale of food and non-food products to individually owned and oper- ated supermarkets under franchise agreements with the Independent Grocers Alliance (IGA) and the Red and White Corporation. 1973 to 1974: President and Chief Executive Officer of Wetterau Incorporated. William E. Winter President and Chief Executive Officer. Paul H. Young, Jr. Executive Vice President, Treasurer. 1978 -0- -0- 1972 3,000(9) -0- 1972 6,500(10) -0- (1) Not including 342,310 shares of Common Stock nor 1,600 shares of Preferred Stodc, owned by Mr. Wells' wife, nor an aggregate of 170,000 shares of Common Stock held equally in two trusts, of which Mr. Wells is trustee, for the benefit of his son and daughter, as to all of which shares Mr. Wells disclaims beneficial ownership. (2) Dr. Cole has been Technical Director since 1945 and a Vice President since 1960. Senior Vice President, Corporate Technical Director since September 1977. 8 I

(6) (7) (8) (9) Not including 3,500 shares of Common Stock to which Dr. Cole holds unexercised options under the Seven-Up Qualified Stock Option Plan. Includes 85,000 shares of Common Stock and 400 shares of Preferred Stock held in Trust in which Mr. Grigg is co-trustee with St. Louis Union Trust Company. Excludes 850,000 shares of Common Stock and 4,000 shares of Preferred Stock held in trust, under the will of Charles L. Grigg, deceased, Mr. Douglas Grigg's grandfather, for the life of Elizabeth Grigg Miller; the remainder equally to trusts for the benefit of Mr. Douglas Grigg and his brother for life, with remainders to their respective descendants. Excludes 750,325 shares of Common Stock and 8,400 shares of Preferred Stock held by the es- tate of Hamblett C. Grigg, deceased, father of Mr. Douglas Grigg. Mr. Douglas Grigg is a devisee under his father's last will and testament. Includes 37,000 shares of Common Stock held in trust of which Mr. Meyer is co-trustee, under the terms of which Mr. Meyer has the right to vote said shares. Includes 544,702 shares of Common Stock, which is held in various trusts, pursuant to which Mr. Ridgway is co-trustee. However, excludes 4,900 shares of Common Stock owned directly by Mr. Ridgway's wife, and 15,000 shares of Common Stock held by Mr. Ridgway's wife, as custodian for their minor children, who share Mr. Ridgway's residence, of which shares Mr. Ridgway disclaims beneficial ownership. Not including 19,000 shares of Common Stock to which Mr. Winter holds unexercised options under the Seven-Up Qualified Stock Option Plan, nor 200 shares of Common Stock held by Mr. Winter's wife. (10) Not including 250 shares of Common Stock held by Mr. Young's wife, as custodian for their son, who shares Mr. Young's residence, of which Mr. Young disclaims beneficial ownership, nor 16,000 shares of Common Stock to which Mr. Young holds unexercised options under the Seven- Up Qualified Stock Option Plan. REMUNERATION OF DIRECTORS AND OFFICERS The following table shows aggregate direct remuneration paid or accrued by the Company and its subsidiaries during 1977 to or for each Director and each of the three highest paid officers of the Company whose remuneration exceeds $40,000, and to all Directors and officers as a group; and for each such person the benefits upon retirement under the Pension Plan and the total benefits accrued to December 31, 1977 under the Profit Sharing Plan. Directors who are not employees of the Com- pany received an annual retainer fee of $2,000 plus a fee of $700 for each Board meeting and $250 for each Board committee meeting attended during 1977. Profit Sharing Plan Name and Capacity in which Remuneration was Received Aggregate Direct Remuneration(1)+(2) Estimated Annual Pension Plan Benefits Upon Retire- ment(3) Amount Set Aside Or Accrued During 1977 Total Benefits Accrued to December 31,1977 Ben H. Wells $ 79,800 $ 40,327 - $ 233,890 Chairman of the Board and Consultant William E. Winter 185,000 68,474 $ 24,750 150,282 President and Chief Executive Officer Paul H. Young, Jr. 145,000 29,078 19,875 126,864 Executive Vice President, Treasurer 9

Profit Sharing Plan Name and Capacity in which Remuneration was Received Aggregate Direct Remuneration (1) + (2) Estimated Annual Pension Plan Benefits Upon Retire- ment (3) Amount Set Aside Or Accrued During 1977 Total Benefits Accrued to December 31, 1977 Dr. B. C. Cole $ 82,600 $ 27,677 $ 12,390 $ 258,092 Senior Vice President, Corporate Technical Director John R. Kidwell 94,000 18,400 14,100 43,862 Senior Vice President, Director of Marketing All Directors and Officers as a 931,600 291,454 114,503 1,123,533 group (17 persons including the above ) (1) Includes additional compensation approved by the Compensation Committee of the Board of Directors paid tinder The Seven-Up Company's Challenge Fund Incentive Plan to certain execu- tives upon the achievement of affiliate or corporate profit goals. The amounts charged to expense for 1977 and 1976 were $324,711 and $322,500 respectively. It is anticipated that the Board of Directors will continue the Challenge Fund in 1978. (2) The Company furnishes certain of its employees (including, but not limited to, officers and Directors ) with Company leased automobiles in the performance of their duties and personal use. The estimated value of such personal use is excluded from the figures shown, as being not determinable by management. (3) Based on the assumption that such persons remain in the employ of the Company until their respective retirement dates, and that their present salaries will continue unchanged until retirement. STOCK OPTIONS On May 13, 1977, options to purchase 151,800 shares of Seven-Up $1.00 par value Common Stock were granted of which options to purchase 42,950 shares were granted to officers and Directors as a group. During the fiscal year ended December 31, 1977 the officers purchased no shares of common stock pursuant to their outstanding options. As of March 1, 1978, the following persons held unexercised options to purchase Seven-Up $1.00 par value Common Stock at an average price per share of $23.20: (1) William E. Winter, Director and President, 19,000 shares. (2) Paul H. Young, Jr., Director and Executive Vice President, Treasurer, 16,000 shares. (3) Dr. B. C. Cole, Director and Senior Vice President, Corporate Technical Director, 3,500 shares. (4) All officers and Directors as a group (9 persons), 64,550 shares. The Company stock option plan is for common shares only. 10

ELECTION OF AUDITORS - Item 3 Upon the approval of a majority of the shareholders, the Board of Directors proposes to adopt a resolution appointing Ernst & Ernst as auditors of The Seven-Up Company for the ensuing year. Ernst & Ernst has audited the Company's books for the past 17 years. The Company has been ad- vised by Ernst & Ernst that neither that firm nor any of its associates has any direct financial interest or any material tndirect financial interest in The Seven-Up Company or any affiliate of the Company. A representative of Ernst & Ernst will be present at the annual meeting and will have the opportunity to make a statement and respond to any appropriate questions which might arise. The membership of the Audit Committee of the Board of Directors is composed of the following Directors: David H. Morey, Chairman, Ted C. Wetterau and William E. Winter. OTHER BUSINESS - Item 4 The management does not intend to bring any other matters before the meeting and, at the date of this Proxy Statement, the management is not informed of any matters that others may bring before the meeting. However, if any other matters properly come before the meeting, it is the inten- tion of the persons named in the form of proxy submitted to vote such proxy in accordance with their judgment on such matters. 11

EXIMIT A Item 1. Amendment to the Restated Articles of Incorporation Article FOURTH of The Seven-Up Company's Presently in force and applicable if Item 1 is not approved by the shareholders. "FOURTH: The number of Directors of this Corporation shall be eleven." Restated Articles of Incorporation: Proposed amendment to be effective upon ap- proval of Item 1 by the shareholders. "FOURTH: The number of Directors of this Corporation shall be fixed by, or in the man- ner provided in, the By-Laws of the Corpora- tion. Any change in the number of Directors shall be reported to the Secretary of State of Missouri within thirty (30) days of such change."

EXHIBIT B Item 2(a) or 2(b). Election of Directors - By-Law Provisions Relevant Sections of Article III - DIRECTO RS of the By-Laws of The Seven-Up Company: Presently in force and applicable if Item 1 is not approved by the Shareholders "Number and Qualification. Section 3:2. The number of Directors shall be as stated in the Articles of Incorporation as amended from time to time. Directors need not be Sharehold- ers unless the Articles of Incorporation, as amended, shall require that Directors be share- holders, in which case any Director who shall cease to be a shareholder of record shall thereby be disqualified and his office as Director shall thereupon automatically become vacant." Presently in force and applicable if Item 1 is not approved by the Shareholders "Term of Office. Section 3:3. At the first meeting of shareholders and at each annual meeting thereafter, the shareholders entitled by law or the Articles of Incorporation to vote for the election of Directors shall elect Directors to hold office until the next succeeding annual meeting. Each Director, unless removed, re- signed, disqualified, or otherwise separated from office, shall hold office for the term for which he is elected or until his successor shall have been elected and qualified." As amended by the Board of Directors to be effective upon approval of Item 1 by the Shareholders "Number and Qualification. Section 3:2. The number of Directors shall be eleven (il). Any change in the number of Directors shall be reported to the Secretary of State of the State of Missouri within thirty (30) calendar days of such change. Directors need not be shareholders unless the Articles of Incorporation shall require that Directors be shareholders, in which case any Director who shall cease to be a shareholder of record shall thereby be disqualified and his office as Director shall thereupon automatically become vacant." As amended by the Board of Directors to be effective upon approval of Item 1 by the Shareholders "Classes of Directors and Term of Office. Section 3:3. The Board of Directors shall con- sist of three (3) classes of Directors with one class (Class I) having three (3) members and two classes (Class II and Class III) having four (4) members each. Each member of each class of Directors shall be elected to a term of three (3) years and the election of the respective classes of Directors shall be staggered so that the terms of the members of one of the three classes of Directors shall expire at each annual meeting of the shareholders, at which time the successors to that class of Directors shall be elected; provided, however, that with respect to the initial election of Directors pursuant to this By-Law in April of 1978, the term of each member of one class of Directors (Class I) shall B-1 0 '

I Presently in force and applicable if Item 1 is not approved by the Shareholders "Increase in the Number of Directors. Sec- tion 3:6. Any increase in the number constitut- ing the Board of Directors by amendment to the Articles of Incorporation shall not be deemed a vacancy for the purposes of Section 3:5, and any such additional Directors may be elected at the meeting of shareholders authorizing and adopt- ing the amendment to the Articles of Incorpora- tion providing for such increase in the number of the Board of Directors; provided, that such election of additional Directors shall be deemed effective concurrently with the effective date of such amendment, and not otherwise." B-2 expire in 1979, the term of each member of the second class of Directors (Class II) shall expire in 1980, and the term of each member of the third class of Directors (Class III) shall expire in 1981. The shareholders entitled by law or the Articles of Incorporation to vote for the election of Directors shall elect the Directors to hold office until the expiration of the term of their respective class. Each Director, unless removed, resigned, disqualified, or otherwise separated from office, shall hold office for the term for which he is elected or until his successor shall be elected and qualified." As amended by the Board of Directors to be effective upon approval of Item 1 by the Shareholders "Increase in the Number of Directors. Sec- tion 3:6. Any increase in the number of Direc- tors constituting the Board of Directors by amendment to these By-Laws shall not be deemed a vacancy for the purposes of Section 3:5, and any such additional Directors shall be elected at the next meeting of the shareholders following the adopting of such amendment."