Corporate Governance Report 2009

Situation at 31 December 2009

3 3 3 3 4 4 4 4 4 4 4 5 6 6 7 9 9 10 12 12 14 14 15 18 18 18 18 19 19 19 19 19 19 19 19 19 20 20 20 20 22 23 35

1. 1.1 1.2 1.3 2. 2.1 2.2 2.3 2.4 2.5 2.6 2.7 3. 3.1 3.2 3.3 3.4 3.5 3.6 3.7 4. 4.1 4.2 4.3 5. 6. 6.1 6.2 6.3 6.4 6.5 7. 7.1 7.2 8. 8.1 8.2 8.3 8.4 9.

Group structure and shareholders Group structure Significant shareholders Cross-shareholdings Capital structure Capital Conditional capital Changes in capital Shares and participation certificates Profit sharing certificates Limitations on transferability and nominee registrations Convertible bonds and warrants/options Board of Directors (1) Members of the Board of Directors Professional background and other activities and functions Cross-involvement Elections and terms of office Internal organisational structure Definition of areas of responsibility Information and control instruments vis-à-vis the Executive Board (2) Executive Board Members of the Executive Board Professional background and other activities and functions Management contracts Compensations, shareholdings and loans Shareholders’ participation Voting rights and representation restrictions Statutory quorums Convocation of the General Meeting of shareholders Inclusion of item on the agenda Inscriptions into the share register Change of control and defence measures Duty to make an offer Clauses on change of control Auditors Duration of the mandate and term of office of the lead auditor Auditing fees Additional fees Supervisory and control instruments pertaining to the audit Information policy

General Organisation of Nestlé S.A. Appendix 1: Compensation Report 2009 Appendix 2: Articles of Association of Nestlé S.A.

(1) The full Board of Directors Regulations and Committee Charters are published on www.nestle.com. (2) The term Executive Committee, as used in the SIX Directive, is replaced by Executive Board throughout this document.

Preliminary remarks

The Nestlé