Nestle S A : Annual General Meeting 2022 summary minutes (pdf, 200 Kb)

Results of the 155th Annual General Meeting of Nestlé S.A.

held on April 7, 2022 at 2.30 pm

En Bergère, Avenue Nestlé 55, 1800 Vevey, Switzerland

Chair: Minutes:

Paul Bulcke, Chairman of the Board of Directors David Frick, Secretary to the Board of DirectorsIndependent Representative pursuant to article 689c of the Swiss Code of Obligations: Hartmann Dreyer, Attorneys-at-law, P.O. Box, 1701 Fribourg.

Statutory Auditors:

Ernst & Young SA, Lausanne branch, the statutory auditors, were represented by Jeanne Boillet.

Notary Public:

Martin Habs, notary in Lausanne, was present to issue in the form of a deed the minutes of the decisions taken in 4.2 and 6.

Attendance:

Considering the uncertain development of the pandemic during the preparation of the invitation to shareholders and in accordance with applicable Swiss legislation, the Board of Directors of Nestlé S.A. decided to hold the Annual General Meeting 2022 without the attendance of shareholders. Shareholders could exercise their voting rights through the Independent Representative, Hartmann Dreyer, Attorneys-at-law.

The Independent Representative represented 1 680 225 885 shares, corresponding to 81.6 % of the shares entitled to vote, respectively 59.7 % of the share capital.

All relevant questions from shareholders were answered prior to the Annual General Meeting; the Chairman and the CEO addressed major topics in their speeches, which are webcast.

Agenda

1

Annual Report 2021

1.1

Annual Review, financial statements of Nestlé S.A. and consolidated financial statements of the Nestlé Group for 2021

The Board of Directors proposed the approval of the Annual Review, the financial statements of Nestlé S.A. and the consolidated financial statements of the Nestlé Group for 2021.

1.2

Votes	1 680 221 525
Absolute majority	840 110 763
Votes in favour	1 671 920 285	99.51 %
Votes against	2 381 060	0.14 %
Abstentions	5 920 180	0.35 %
Advisory vote on the Compensation Report 2021

The Board of Directors proposed the acceptance of the Compensation Report 2021 (advisory vote).

The General Meeting approved the proposal of the Board of Directors as follows:

Votes	1 680 219 188
Absolute majority	840 109 595
Votes in favour	1 379 240 118	82.08 %
Votes against	267 120 672	15.90 %
Abstentions	33 858 398	2.02 %

2

Discharge of the Board of Directors and of the Management

The Board of Directors proposed to grant discharge to the members of the Board of Directors and of the Management for the financial year 2021.

The General Meeting approved the proposal of the Board of Directors as follows:

Votes	1 677 885 550
Absolute majority	838 942 776
Votes in favour	1 627 140 776	96.97 %
Votes against	40 057 369	2.39 %
Abstentions	10 687 405	0.64 %

3

Appropriation of profit resulting from the balance sheet of Nestlé S.A.

The Board of Directors proposed to approve the appropriation of profit resulting from the balance sheet of Nestlé S.A. as follows:

Retained earnings

Profit brought forward	CHF	14 552 006 210
Dividend on own shares not distributed (a)	CHF	241 804 173
Cancellation of 66 000 000 shares (share buy-back)	CHF	(6 778 698 422)
Profit for the year	CHF	22 419 903 013
CHF	30 435 014 974
Proposed appropriation
Dividend for 2021, CHF 2.80 per share
on 2 815 000 000 shares (b)
(2020: CHF 2.75 on 2 881 000 000 shares)	CHF	7 882 000 000
Profit to be carried forward	CHF	22 553 014 974

The General Meeting approved the proposal of the Board of Directors as follows:

4

Votes	1 680 221 525
Absolute majority	840 110 763
Votes in favour	1 674 576 640	99.66 %
Votes against	4 308 291	0.26 %
Abstentions	1 336 594	0.08 %
Elections

4.1

Re-election of the Chair and of the members of the Board of Directors

4.1.1

Paul Bulcke

The Board of Directors proposed the re-election of Paul Bulcke as member and as Chairman of the Board of Directors for a term of office until the end of the next Annual General Meeting.

The General Meeting approved the proposal of the Board of Directors as follows:

Votes

1 680 221 330

Absolute majority

840 110 666

Votes in favour Votes against Abstentions

1 550 360 595

126 991 697

2 869 038

92.27 % 7.56 % 0.17 %

4.1.2

Ulf Mark Schneider

The Board of Directors proposed the re-election of Ulf Mark Schneider as member of the Board of Directors for a term of office until the end of the next Annual General Meeting.

(a)

The amount of CHF 7 922 750 000 proposed to be distributed as dividend for 2020 was reduced by CHF 241 804 173 due to 87 928 790 own shares held by the Nestlé Group at the dividend payment date.

(b)

Depending on the number of shares issued as of the last trading day with entitlement to receive the dividend (April 8, 2022). No dividend is paid on own shares held by the Nestlé Group.

4.1.3

Votes	1 680 220 724
Absolute majority	840 110 363
Votes in favour	1 545 681 761	91.99 %
Votes against	132 174 472	7.87 %
Abstentions	2 364 491	0.14 %
Henri de Castries

The Board of Directors proposed the re-election of Henri de Castries as member of the Board of Directors for a term of office until the end of the next Annual General Meeting.

The General Meeting approved the proposal of the Board of Directors as follows:

4.1.4

Votes	1 680 221 005
Absolute majority	840 110 503
Votes in favour	1 622 465 553	96.56 %
Votes against	50 750 705	3.02 %
Abstentions	7 004 747	0.42 %
Renato Fassbind

The Board of Directors proposed the re-election of Renato Fassbind as member of the Board of Directors for a term of office until the end of the next Annual General Meeting.

The General Meeting approved the proposal of the Board of Directors as follows:

Votes

1 680 219 480

Absolute majority

840 109 741

Votes in favour Votes against Abstentions

1 637 846 093

40 052 393

2 320 994

97.48 % 2.38 % 0.14 %

4.1.5

Pablo Isla

The Board of Directors proposed the re-election of Pablo Isla as member of the Board of Directors for a term of office until the end of the next Annual General Meeting.

The General Meeting approved the proposal of the Board of Directors as follows:

Votes	1 680 220 525
Absolute majority	840 110 263
Votes in favour	1 630 328 869	97.03 %
Votes against	47 450 218	2.82 %
Abstentions	2 441 438	0.15 %
4

4.1.6

Eva Cheng

The Board of Directors proposed the re-election of Eva Cheng as member of the Board of Directors for a term of office until the end of the next Annual General Meeting.

The General Meeting approved the proposal of the Board of Directors as follows:

4.1.7

Votes	1 680 218 625
Absolute majority	840 109 313
Votes in favour	1 645 114 085	97.91 %
Votes against	32 757 212	1.95 %
Abstentions	2 347 328	0.14 %
Patrick Aebischer

The Board of Directors proposed the re-election of Patrick Aebischer as member of the Board of Directors for a term of office until the end of the next Annual General Meeting.

The General Meeting approved the proposal of the Board of Directors as follows:

4.1.8

Votes	1 680 221 424
Absolute majority	840 110 713
Votes in favour	1 591 137 724	94.70 %
Votes against	46 366 193	2.76 %
Abstentions	42 717 507	2.54 %
Kimberly A. Ross

The Board of Directors proposed the re-election of Kimberly A. Ross as member of the Board of Directors for a term of office until the end of the next Annual General Meeting.

The General Meeting approved the proposal of the Board of Directors as follows:

Votes

1 680 221 075

Absolute majority

840 110 538

Votes in favour Votes against Abstentions

1 645 935 520

31 384 594

2 900 961

97.96 % 1.87 % 0.17 %

4.1.9

Dick Boer

The Board of Directors proposed the re-election of Dick Boer as member of the Board of Directors for a term of office until the end of the next Annual General Meeting.