Nestle S A : Annual General Meeting 2023 summary minutes

Results

of the 156th Annual General Meeting of Nestlé S.A.

held on April 20, 2023 at 2.30 pm SwissTech Convention Center EPFL

Rue Louis Favre 2, 1024 Ecublens (Lausanne), Switzerland

Chair: Paul Bulcke, Chairman of the Board of Directors

Minutes: David Frick, Secretary to the Board of Directors

Independent 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 and André Schaub.

Notary Public:

Martin Habs, notary in Lausanne, was present to issue in the form of a deed the minutes of the decisions taken in points 4.2, 6, 7.1 and 7.2 as well as of a declaration in point 4.1.

Attendance:

At 2.30 pm, 1 257 shareholders were present or represented, which corresponds to 1 607 758 418 votes (79.9% of the shares entitled to vote, respectively 58.5% of the share capital), of which:

Shareholders or their representatives	14 282 040 votes	0.90 %
Independent Representative	1 593 476 378 votes	99.10 %

Agenda

1 Annual Report 2022

1.1 Annual Review, financial statements of Nestlé S.A. and consolidated financial statement of the Nestlé Group for 2022

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 2022.

Interventions: 7

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

Votes	1 601 512 943
Absolute majority	800 756 472
Votes in favour	1 594 142 063	99.54 %
Votes against	1 140 321	0.07 %
Abstentions	6 230 559	0.39 %

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1.2 Advisory vote on the Compensation Report 2022

The Board of Directors proposed the acceptance of the Compensation Report 2022 (advisory vote).

Interventions: none

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

Votes	1 601 655 590
Absolute majority	800 827 796
Votes in favour	1 315 867 033	82.16 %
Votes against	263 163 671	16.43 %
Abstentions	22 624 886	1.41 %

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 2022.

Interventions: none

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

Votes	1 598 982 082
Absolute majority	799 491 042
Votes in favour	1 511 061 004	94.51 %
Votes against	77 456 475	4.84 %
Abstentions	10 464 603	0.65 %

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	22 553 014 974
Dividend on own shares not distributed (a)	CHF	263 816 717
Cancellation of 65 000 000 shares (share buy-back)	CHF	(7 335 027 036)
Profit for the year 2022	CHF	8 835 205 673
	CHF	24 317 010 328
Proposed appropriation
Dividend for 2022, CHF 2.95 per share
on 2 750 000 000 shares (b)
(2021: CHF 2.80 on 2 815 000 000 shares)	CHF	8 112 500 000
Profit to be carried forward	CHF	16 204 510 328

Interventions: none

1. The amount of CHF 7 882 000 000 proposed to be distributed as dividend for 2021 was reduced by CHF 263 816 717 due to 94 220 256 treasury shares held by the Nestlé Group at the dividend payment date.
2. Depending on the number of shares issued as of the last trading day with entitlement to receive the dividend (April 21, 2023). No dividend is paid on own shares held by the Nestlé Group.

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

Votes	1 601 624 037
Absolute majority	800 812 019
Votes in favour	1 598 812 483	99.83 %
Votes against	864 649	0.05 %
Abstentions	1 946 905	0.12 %

4 Elections

4.1 Re-elections of the Chair and of the members of the Board of Directors

Interventions: none

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	1 601 634 171
Absolute majority	800 817 086
Votes in favour	1 452 774 443	90.71 %
Votes against	141 160 245	8.81 %
Abstentions	7 699 483	0.48 %

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.

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

Votes	1 601 700 540
Absolute majority	800 850 271
Votes in favour	1 422 942 680	88.84 %
Votes against	174 653 831	10.90 %
Abstentions	4 104 029	0.26 %

4.1.3 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:

Votes	1 601 699 192
Absolute majority	800 849 597
Votes in favour	1 458 144 441	91.04 %
Votes against	125 143 797	7.81 %
Abstentions	18 410 954	1.15 %

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4.1.4 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	1 601 639 464
Absolute majority	800 819 733
Votes in favour	1 583 915 751	98.89 %
Votes against	14 864 141	0.93 %
Abstentions	2 859 572	0.18 %

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	1 601 700 328
Absolute majority	800 850 165
Votes in favour	1 581 834 187	98.76 %
Votes against	16 171 087	1.01 %
Abstentions	3 695 054	0.23 %

4.1.6 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:

Votes	1 601 599 576
Absolute majority	800 799 789
Votes in favour	1 583 336 826	98.86 %
Votes against	15 049 367	0.94 %
Abstentions	3 213 383	0.20 %

4.1.7 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	1 601 595 058
Absolute majority	800 797 530
Votes in favour	1 588 785 917	99.20 %
Votes against	9 782 666	0.61 %
Abstentions	3 026 475	0.19 %

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4.1.8 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.

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

Votes	1 601 689 265
Absolute majority	800 844 633
Votes in favour	1 584 672 054	98.93 %
Votes against	12 921 566	0.81 %
Abstentions	4 095 645	0.26 %

4.1.9 Dinesh Paliwal

The Board of Directors proposed the re-election of Dinesh Paliwal 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	1 601 605 902
Absolute majority	800 802 952
Votes in favour	1 489 583 710	93.00 %
Votes against	108 891 121	6.80 %
Abstentions	3 131 071	0.20 %

4.1.10 Hanne Jimenez de Mora

The Board of Directors proposed the re-election of Hanne Jimenez de Mora 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	1 601 704 020
Absolute majority	800 852 011
Votes in favour	1 579 958 513	98.64 %
Votes against	18 894 593	1.18 %
Abstentions	2 850 914	0.18 %

4.1.11 Lindiwe Majele Sibanda

The Board of Directors proposed the re-election of Lindiwe Majele Sibanda 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	1 601 703 677
Absolute majority	800 851 839
Votes in favour	1 588 065 672	99.15 %
Votes against	10 556 974	0.66 %
Abstentions	3 081 031	0.19 %

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