2014

Date: April 10, 2014
Place: Lausanne
Number of shareholders attending: 2708
% representing capital 47.26%
% representing shares entitled to vote: 66.31%

Notes

The annual report and the accounts were approved and the shareholders agreed to the release of the Board of Directors and the Management. The Nestlé Compensation Report was accepted in a separate advisory vote, in line with the Swiss Code of Best Practice for Corporate Governance. The shareholders further approved the proposed dividend of CHF 2.15 per share. Lastly, the shareholders approved the amendment of the Articles of Association, revised in line with new legal requirements for listed Swiss companies.

All proposals of the Board of Directors were approved with strong majorities.

In line with new legal requirements for listed Swiss companies, the shareholders elected each member of the Board of Directors individually, for a term of office until the end of the next Annual General Meeting. Jean-Pierre Meyers was not standing for re-election. The Board thanked him for his highly appreciated services provided to Nestlé over the past 23 years. Furthermore, the shareholders elected Peter Brabeck-Letmathe as Chairman of the Board of Directors and elected each member of the Compensation Committee individually.

In his address to the meeting, Nestlé Chairman Peter Brabeck-Letmathe highlighted the consequences of the “Minder Initiative” on the governance of Swiss companies. These include the increased influence of shareholders, in particular in relation to compensation, and the greater accountability of the Chairman and the members of the Compensation Committee, who are now elected directly by shareholders. Other consequences, however, were unintended, such as the transfer of power from Boards of Directors with a strong Swiss presence to more international shareholders and proxy advisers. “In our case, almost two-thirds of our shares with voting rights are held by persons who are domiciled outside Switzerland. Therefore, for most of the Swiss multinationals, the new legislation will mean a not insignificant transfer of power abroad”, he said.

Webcast

Watch the on-demand webcast of the Chairman and CEO addresses:

Speeches

Read the speeches of the Chairman and the CEO:

Invitation
Board of Directors

All our biographies can be viewed in the Board of Directors section of the website.

Re-elected: Peter Brabeck-Letmathe, Paul Bulcke, Andreas Koopmann, Rolf Hänggi, Beat Hess, Daniel Borel, Steven G. Hoch, Naïna Lal Kidwai, Titia de Lange, Jean-Pierre Roth, Ann M. Veneman, Henri de Castries, Eva Cheng

Report of the Board of Directors
Articles of Association

Articles of Association amended by the Annual General Meeting of 10 April 2014:

Voting results

Summary of voting results:

Voting results in detail:

Related information
Contact

For any queries regarding the Annual General Meeting please contact:


Share Transfer Office of Nestlé S.A.
P.O. Box 380
CH-6330 Cham
Switzerland
Phone: +41 41 785 2020
Fax: +41 41 785 2024
Email: shareregister@nestle.com