FINAL TERMS. 3 October 2007 NESTLÉ HOLDINGS, INC.

Transcription

1 FINAL TERMS 3 October 2007 NESTLÉ HOLDINGS, INC. Issue of CHF 200,000, per cent. Notes due 9 October 2012 (the "Notes") Guaranteed by Nestlé S.A. under the Debt Issuance Programme PART A CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the conditions set forth in the prospectus dated 3 August 2007 (the "Prospectus"), which constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC, the "Prospectus Directive"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Prospectus. Full information on the Issuer, the Guarantor and the offer of the Notes is only available on the basis of the combination of these Final Terms, the Prospectus and the prospectus dated 3 October 2007 prepared by the Issuer in connection with the listing of the Notes on the SWX Swiss Exchange (the "Swiss Prospectus"). Copies of the prospectuses are available for viewing on the Nestlé Group's investor relations website, which can be found at and will be available on the website of the London Stock Exchange plc at The Swiss Prospectus is available for viewing and copies may be obtained from BNP Paribas (Suisse) SA, place de Hollande, 1204 Geneva, Switzerland. 1. (a) Issuer: Nestlé Holdings, Inc. (b) Guarantor: Nestlé S.A. 2. (a) Series Number: 39 (b) Tranche Number: 1 3. Specified Currency or Currencies: Swiss Francs ("CHF") 4. Aggregate Nominal Amount: (a) Series: CHF 200,000,000 (b) Tranche: CHF 200,000, (a) Issue Price: per cent. of the Aggregate Nominal Amount 6. Specified Denominations: CHF 5,000 and multiples thereof Calculation Amount: CHF 5, (a) Issue Date: 9 October 2007 (b) Interest Commencement Date: 9 October Maturity Date: 9 October Interest Basis: 3.00 per cent. Fixed Rate (further particulars specified below) 10. Redemption/Payment Basis: Redemption at par 11. Change of Interest Basis or Redemption/Payment Basis:

2 12. Put/Call Options: 13. (a) Status of the Notes: Senior (b) Status of the Guarantee: Senior (c) Date Board approval for issuance of Notes obtained: 20 September Method of distribution: Syndicated PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 15. Fixed Rate Note Provisions Applicable (a) Rate(s) of Interest: 3.00 per cent. per annum payable annually in arrear (b) Interest Payment Date(s): 9 October in each year up to and including the Maturity Date, for the first time on 9 October 2008 (c) Fixed Coupon Amount(s): CHF 150 per Calculation Amount (d) Broken Amount(s): (e) Day Count Fraction: 30/360 (f) Determination Date(s): (g) Other terms relating to the method of calculating interest for Fixed Rate Notes: None 16. Floating Rate Note Provisions 17. Zero Coupon Note Provisions 18. Index Linked Interest Note Provisions 19. Dual Currency Interest Note Provisions PROVISIONS RELATING TO REDEMPTION 20. Issuer Call 21. Investor Put 22. Final Redemption Amount: CHF 5,000 per Calculation Amount 23. Early Redemption Amount payable on redemption for taxation reasons or on event of default and/or the method of calculating the same (if required or if different from that set out in Condition 6(h)): Condition 6(h) applies GENERAL PROVISIONS APPLICABLE TO THE NOTES 24. Form of Notes: The Notes will be in bearer form and will be represented by a Permanent Global Note (the "Permanent Global Note") in the form attached to the supplemental agency agreement dated 3 October 2007 (the "Supplemental Agency Agreement") between the Issuer, the Guarantor, 2

3 25. New Global Note: No 26. Additional Financial Centre(s) or other special provisions relating to Payment Days: Execution Copy BNP Paribas (Suisse) SA in its capacity as the principal Swiss paying agent and the other parties named therein. The Permanent Global Note shall be deposited with SIS SegaInterSettle AG, the Swiss Securities Services Corporation in Olten, Switzerland ("SIS SegaInterSettle AG", which expression shall include any other clearing institution recognised by the SWX Swiss Exchange). The Permanent Global Note will document the right to receive principal and interest thereon and all other rights and obligations in connection therewith. So long as the Notes are represented by the Permanent Global Note, each person (determined on the basis of statements of account provided by SIS SegaInterSettle AG) shall be the holder of a beneficial interest in the Permanent Global Note to the extent of the amount (determined on the basis of statements of account provided by SIS SegaInterSettle AG) of their investment therein. Holders of beneficial interests in the Permanent Global Note do not have the right to request the printing and delivery of Definitive Notes. If (i) the principal Swiss paying agent deems the printing of Definitive Notes with Coupons attached to be necessary or useful, or (ii) the presentation of Definitive Notes with Coupons attached is required by applicable laws in connection with the enforcement of the rights of the holders, the principal Swiss paying agent will provide for such printing. The Issuer has irrevocably authorised the principal Swiss paying agent to provide for such printing on its behalf. Should the Definitive Notes and Coupons be printed, the principal Swiss paying agent will then exchange the Permanent Global Note (in whole but not in part) against delivery of the Definitive Notes and Coupons and thereupon cancel and return the Permanent Global Note to the Issuer. The Definitive Notes and Coupons will be printed and issued to the holders of beneficial interests in the Permanent Global Note free of charge in exchange of such interests in the Permanent Global Note. 3

4 27. Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature): 28. Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment: 4 No Execution Copy 29. Details relating to Instalment Notes: (a) Instalment Amount(s): (b) Instalment Date(s): 30. Redenomination and Renominalisation and/or Consolidation: 31. Other terms or special conditions: (a) Payments: For the purpose of these Notes only, the following provisions shall be inserted at the end of Condition 5: "(e) Transfer Restrictions Payments on the Notes will be made irrespective of any present or future transfer restrictions and regardless of any bilateral or multilateral payment or clearing agreement which may be applicable at any time to such payment. (f) Discharge of the Issuer The receipt by BNP Paribas (Suisse) SA, as principal Swiss paying agent, of the due and punctual payment of the funds in Swiss Francs in Geneva shall release the Issuer and the Guarantor from its obligation under the Notes and Coupons for the payment of principal and interest due on the respective payment dates to the extent of such payments. Except to the extent required by law, payments of principal and interest in respect of the Notes shall be made in freely disposable Swiss Francs without collection costs and whatever the circumstances may be, irrespective of the nationality, domicile or residence of the holder of the Notes and without requiring any certification, affidavit or the fulfilment of any other formality." (b) Taxation: For the purpose of these Notes only, Condition 7(c)(iv) shall be supplemented as

5 follows: "or any agreement on the taxation of savings income entered into by non-eu-member States (including Switzerland) with a view to implementing such Directive, and/or" (c) Agent and Paying Agents: For the purpose of these Notes only, the following provision shall be inserted at the end of Condition 11: "In respect of any Notes denominated in Swiss Francs, the Issuer and the Guarantor will at all times maintain a Paying Agent having a specified office in Switzerland and will at no time maintain a Paying Agent having a specified office outside Switzerland in relation to such Notes." In addition, all references in the Terms and Conditions of the Notes to the "Agent" and to the "Paying Agents" shall, so far as the context permits, be construed as references to the "Principal Swiss Paying Agent" and the "Swiss Paying Agents", respectively. (d) Notices: For the purpose of these Notes only, the following provision shall be inserted at the end of Condition 14: "So long as the Notes are listed on the SWX Swiss Exchange and so long as the rules of the SWX Swiss Exchange so require, all notices in respect of the Notes will be validly given through the Principal Swiss Paying Agent (i) by means of electronic publication on the internet website of the SWX Swiss Exchange ( or (ii) by publication in a daily newspaper with national circulation in Switzerland, expected to be the "Neue Zürcher Zeitung", or (iii) otherwise in accordance with the regulations of the SWX Swiss Exchange." DISTRIBUTION 32. (a) If syndicated, names of Managers: UBS AG, acting through its business group UBS Investment Bank BNP Paribas (Suisse) SA (as Joint-Lead Managers) Basler Kantonalbank ABN AMRO Bank N.V., Amsterdam, Zurich Branch Bank Sarasin & Co. Ltd. Bank Vontobel AG Bayerische Hypo- und Vereinsbank AG, Munich, Zurich Branch 5

6 Liechtensteinische Landesbank Aktiengesellschaft Lombard Odier Darier Hentsch & Cie Pictet & Cie (as Managers) Execution Copy (b) Date of Subscription 3 October 2007 Agreement: (c) Stabilising Manager (if any): 33. If non-syndicated, name of relevant Dealer: 34. Total commission and concession: 0.75 per cent. of the Aggregate Nominal Amount 35. Whether TEFRA D or TEFRA C rules applicable or TEFRA rules not applicable: 36. Additional selling restrictions: LISTING AND ADMISSION TO TRADING APPLICATION TEFRA D applicable in accordance with usual Swiss practice, including reasonable efforts to sell the Notes within Switzerland These Final Terms comprise the final terms required for issue and admission to trading on the SWX Swiss Exchange of Notes described herein pursuant to the Debt Issuance Programme of the Issuer. RESPONSIBILITY The Issuer and the Guarantor accept responsibility for the information contained in these Final Terms. Signed on behalf of the Issuer: Signed on behalf of the Guarantor: By:... Duly authorised By:... Duly authorised 6

7 PART B OTHER INFORMATION Execution Copy 1. LISTING (i) Listing: SWX Swiss Exchange (main segment) (ii) Admission to trading: Application has been made for the Notes to be admitted to trading on the SWX Swiss Exchange with effect from 3 October (iii) Estimate of total expenses related to admission to trading: 2. RATINGS Ratings: The Notes to be issued have been rated: S & P: AA Moody's: Aa1 3. NOTIFICATION AND AUTHORISATION 4. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE 5. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES (i) Reasons for the Offer: The net proceeds from the issue of the Notes will be applied by the Issuer for general corporate purposes outside Switzerland. (ii) Estimated net proceeds: CHF 199,696,000 (iii) Estimated total expenses: CHF 50, YIELD (Fixed Rate Notes Only) Indication of yield: 7. HISTORIC INTEREST RATES (Floating Rate Notes Only) 8. PERFORMANCE OF INDEX/FORMULA, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE UNDERLYING (Index Linked Notes Only) 7

8 9. PERFORMANCE OF RATES OF EXCHANGE AND EXPLANATION OF EFFECT ON VALUE OF INVESTMENT (Dual Currency Notes Only) 10. OPERATIONAL INFORMATION (i) ISIN Code: CH (ii) Common Code: (iii) Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking, SIS SegaInterSettle AG Swiss Security Number: société anonyme and the relevant identification number(s): (iv) Delivery: Delivery against payment (v) Names and addresses of additional Paying Agent(s) (if any): (a) BNP Paribas (Suisse) SA, 2, place de Hollande, CH-1204 Geneva, Switzerland, shall act as issuing and principal paying agent in Switzerland (the "Principal Swiss Paying Agent") in respect of the Notes. All references in the Conditions of the Notes to the Agent shall be deemed to be references to the Principal Swiss Paying Agent. (b) UBS AG Basler Kantonalbank ABN AMRO Bank N.V., Amsterdam, Zurich Branch Bank Sarasin & Co. Ltd. Bank Vontobel AG Bayerische Hypo- und Vereinsbank AG, Munich, Zurich Branch Lombard Odier Darier Hentsch & Cie Pictet & Cie (vi) Intended to be held in a manner which would allow Eurosystem eligibility: No shall act as paying agents in Switzerland (the "Swiss Paying Agents") in respect of the Notes. All references in the Conditions of the Notes to the Paying Agents shall be deemed to be references to the Principal Swiss Paying Agent and the Swiss Paying Agents. 11. TERMS AND CONDITIONS OF THE OFFER 8

9 FINAL TERMS 12 February 2008 NESTLÉ HOLDINGS, INC. Issue of CHF 250,000, per cent. Notes due 9 October 2012 (the "Notes") Guaranteed by Nestlé S.A. under the Debt Issuance Programme (first reopening of the CHF 200,000, per cent. Notes due 9 October 2012, bringing the total amount to CHF 450,000,000) PART A CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the conditions set forth in the prospectus dated 3 August 2007, as supplemented by the supplementary prospectus dated 15 October 2007 (together the "Prospectus"), which constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC, the "Prospectus Directive"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Prospectus. Full information on the Issuer, the Guarantor and the offer of the Notes is only available on the basis of the combination of these Final Terms, the Prospectus and the prospectus dated 12 February 2008 prepared by the Issuer in connection with the listing of the Notes on the SWX Swiss Exchange (the "Swiss Prospectus"). Copies of the prospectuses are available for viewing on the Nestlé Group's investor relations website, which can be found at and will be available on the website of the London Stock Exchange plc at The Swiss Prospectus is available for viewing and copies may be obtained from BNP Paribas (Suisse) SA, place de Hollande, 1204 Geneva, Switzerland. 1. (a) Issuer: Nestlé Holdings, Inc. (b) Guarantor: Nestlé S.A. 2. (a) Series Number: 39 (b) Tranche Number: 2 The Notes are fungible, as per the Issue Date, with the Issuer's CHF 200,000, per cent. Notes due 9 October 2012 (ISIN Code CH , Common Code ) 3. Specified Currency or Currencies: Swiss Francs ("CHF") 4. Aggregate Nominal Amount: (a) Series: CHF 450,000,000 (b) Tranche: CHF 250,000,000, consisting of a tranche of CHF 150,000,000 ("Tranche A Notes") and a tranche of CHF 100,000,000 ("Tranche B Notes" and, together with the Tranche A Notes, the "Notes")

10 5. (a) Issue Price: per cent. of the Aggregate Nominal Amount (plus 125 days accrued interest) in respect of the Tranche A Notes, and per cent. of the Aggregate Nominal Amount (plus 125 days accrued interest) in respect of the Tranche B Notes. 6. Specified Denominations: CHF 5,000 and multiples thereof Calculation Amount: CHF 5, (a) Issue Date: 14 February 2008 (b) Interest Commencement Date: 9 October Maturity Date: 9 October Interest Basis: 3.00 per cent. Fixed Rate (further particulars specified below) 10. Redemption/Payment Basis: Redemption at par 11. Change of Interest Basis or Redemption/Payment Basis: 12. Put/Call Options: 13. (a) Status of the Notes: Senior (b) Status of the Guarantee: Senior (c) Date Board approval for issuance of Notes obtained: 5 February Method of distribution: Syndicated PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 15. Fixed Rate Note Provisions Applicable (a) Rate(s) of Interest: 3.00 per cent. per annum payable annually in arrear (b) Interest Payment Date(s): 9 October in each year up to and including the Maturity Date, for the first time on 9 October 2008 (c) Fixed Coupon Amount(s): CHF 150 per Calculation Amount (d) Broken Amount(s): (e) Day Count Fraction: 30/360 (f) Determination Date(s): (g) Other terms relating to the method of calculating interest for Fixed Rate Notes: None 16. Floating Rate Note Provisions 17. Zero Coupon Note Provisions 18. Index Linked Interest Note Provisions 19. Dual Currency Interest Note Provisions 2

11 PROVISIONS RELATING TO REDEMPTION 20. Issuer Call 21. Investor Put 22. Final Redemption Amount: CHF 5,000 per Calculation Amount 23. Early Redemption Amount payable on redemption for taxation reasons or on event of default and/or the method of calculating the same (if required or if different from that set out in Condition 6(h)): Condition 6(h) applies Execution Copy GENERAL PROVISIONS APPLICABLE TO THE NOTES 24. Form of Notes: The Notes will be in bearer form and will be represented by a Permanent Global Note (the "Permanent Global Note") in the form attached to the supplemental agency agreement dated 12 February 2008 (the "Supplemental Agency Agreement") between the Issuer, the Guarantor, BNP Paribas (Suisse) SA in its capacity as the principal Swiss paying agent and the other parties named therein. The Permanent Global Note shall be deposited with SIS SegaInterSettle AG, the Swiss Securities Services Corporation in Olten, Switzerland ("SIS SegaInterSettle AG", which expression shall include any other clearing institution recognised by the SWX Swiss Exchange). The Permanent Global Note will document the right to receive principal and interest thereon and all other rights and obligations in connection therewith. So long as the Notes are represented by the Permanent Global Note, each person (determined on the basis of statements of account provided by SIS SegaInterSettle AG) shall be the holder of a beneficial interest in the Permanent Global Note to the extent of the amount (determined on the basis of statements of account provided by SIS SegaInterSettle AG) of their investment therein. Holders of beneficial interests in the Permanent Global Note do not have the right to request the printing and delivery of Definitive Notes. If (i) the principal Swiss paying agent deems the printing of Definitive Notes with Coupons attached to be necessary or useful, or (ii) the presentation of Definitive Notes with Coupons attached is required by applicable laws in connection with the enforcement of the rights of the holders, the principal Swiss paying agent will provide for such printing. The Issuer has 3

12 25. New Global Note: No 26. Additional Financial Centre(s) or other special provisions relating to Payment Days: 27. Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature): 28. Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment: 4 Execution Copy irrevocably authorised the principal Swiss paying agent to provide for such printing on its behalf. Should the Definitive Notes and Coupons be printed, the principal Swiss paying agent will then exchange the Permanent Global Note (in whole but not in part) against delivery of the Definitive Notes and Coupons and thereupon cancel and return the Permanent Global Note to the Issuer. The Definitive Notes and Coupons will be printed and issued to the holders of beneficial interests in the Permanent Global Note free of charge in exchange of such interests in the Permanent Global Note. No 29. Details relating to Instalment Notes: (a) Instalment Amount(s): (b) Instalment Date(s): 30. Redenomination and Renominalisation and/or Consolidation: 31. Other terms or special conditions: (a) Payments: For the purpose of these Notes only, the following provisions shall be inserted at the end of Condition 5: "(e) Transfer Restrictions Payments on the Notes will be made irrespective of any present or future transfer restrictions and regardless of any bilateral or multilateral payment or clearing agreement which may be applicable at any time to such payment. (f) Discharge of the Issuer The receipt by BNP Paribas (Suisse) SA, as principal Swiss paying agent, of the due and punctual payment of the funds in Swiss

13 Francs in Geneva shall release the Issuer and the Guarantor from its obligation under the Notes and Coupons for the payment of principal and interest due on the respective payment dates to the extent of such payments. Except to the extent required by law, payments of principal and interest in respect of the Notes shall be made in freely disposable Swiss Francs without collection costs and whatever the circumstances may be, irrespective of the nationality, domicile or residence of the holder of the Notes and without requiring any certification, affidavit or the fulfilment of any other formality." (b) Taxation: For the purpose of these Notes only, Condition 7(c)(iv) shall be supplemented as follows: "or any agreement on the taxation of savings income entered into by non-eu-member States (including Switzerland) with a view to implementing such Directive, and/or" (c) Agent and Paying Agents: For the purpose of these Notes only, the following provision shall be inserted at the end of Condition 11: "In respect of any Notes denominated in Swiss Francs, the Issuer and the Guarantor will at all times maintain a Paying Agent having a specified office in Switzerland and will at no time maintain a Paying Agent having a specified office outside Switzerland in relation to such Notes." In addition, all references in the Terms and Conditions of the Notes to the "Agent" and to the "Paying Agents" shall, so far as the context permits, be construed as references to the "Principal Swiss Paying Agent" and the "Swiss Paying Agents", respectively. (d) Notices: For the purpose of these Notes only, the following provision shall be inserted at the end of Condition 14: "So long as the Notes are listed on the SWX Swiss Exchange and so long as the rules of the SWX Swiss Exchange so require, all notices in respect of the Notes will be validly given through the Principal Swiss Paying Agent (i) by means of electronic publication on the internet website of the SWX Swiss Exchange ( or (ii) by publication in a daily newspaper with 5

14 national circulation in Switzerland, expected to be the "Neue Zürcher Zeitung", or (iii) otherwise in accordance with the regulations of the SWX Swiss Exchange." DISTRIBUTION 32. (a) If syndicated, names of Managers: BNP Paribas (Suisse) SA UBS AG, acting through its business group UBS Investment Bank (as Joint-Lead Managers) (b) Date of Subscription 12 February 2008 Agreement: (c) Stabilising Manager (if any): 33. If non-syndicated, name of relevant Dealer: 34. Total commission and concession: 0.75 per cent. of the Aggregate Nominal Amount 35. Whether TEFRA D or TEFRA C rules applicable or TEFRA rules not applicable: 36. Additional selling restrictions: LISTING AND ADMISSION TO TRADING APPLICATION TEFRA D applicable in accordance with usual Swiss practice, including reasonable efforts to sell the Notes within Switzerland These Final Terms comprise the final terms required for issue and admission to trading on the SWX Swiss Exchange of Notes described herein pursuant to the Debt Issuance Programme of the Issuer. RESPONSIBILITY The Issuer and the Guarantor accept responsibility for the information contained in these Final Terms. Signed on behalf of the Issuer: Signed on behalf of the Guarantor: By:... Duly authorised By:... Duly authorised By:... Duly authorised By:... Duly authorised 6

15 PART B OTHER INFORMATION Execution Copy 1. LISTING (i) Listing: SWX Swiss Exchange (main segment) (ii) Admission to trading: The Notes have been provisionally admitted to trading on the SWX Swiss Exchange with effect from 8 February (iii) Estimate of total expenses related to admission to trading: The Issuer's CHF 200,000, per cent. Notes due 9 October 2012 (ISIN Code CH , Common Code ), with whom the Notes will be fungible as per the Issue Date, are listed and admitted to trading on the SWX Swiss Exchange. 2. RATINGS Ratings: The Notes to be issued have been rated: S & P: AA Moody's: Aa1 3. NOTIFICATION AND AUTHORISATION 4. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE 5. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES (i) Reasons for the Offer: The net proceeds from the issue of the Notes will be applied by the Issuer for general corporate purposes outside Switzerland. (ii) Estimated net proceeds: CHF 257,376,166,67, consisting of CHF 154,971, (Tranche A Notes) and CHF 102,404, (Tranche B Notes) (iii) Estimated total expenses: CHF 50, YIELD (Fixed Rate Notes Only) Indication of yield: 7. HISTORIC INTEREST RATES (Floating Rate Notes Only) 7

16 8. PERFORMANCE OF INDEX/FORMULA, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE UNDERLYING (Index Linked Notes Only) 9. PERFORMANCE OF RATES OF EXCHANGE AND EXPLANATION OF EFFECT ON VALUE OF INVESTMENT (Dual Currency Notes Only) 10. OPERATIONAL INFORMATION (i) ISIN Code: Before issue date: CH (Tranche A Notes); CH (Tranche B Notes) After issue date: CH (ii) Common Code: Before issue date: (Tranche A Notes); (Tranche B Notes) After issue date: (iii) Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme and the relevant identification number(s): SIS SegaInterSettle AG Swiss Security Number: Before issue date: (Tranche A Notes); (Tranche B Notes) After issue date: (iv) Delivery: Delivery against payment (v) Names and addresses of additional Paying Agent(s) (if any): (vi) Intended to be held in a manner No (a) BNP Paribas (Suisse) SA, 2, place de Hollande, CH-1204 Geneva, Switzerland, shall act as issuing and principal paying agent in Switzerland (the "Principal Swiss Paying Agent") in respect of the Notes. All references in the Conditions of the Notes to the Agent shall be deemed to be references to the Principal Swiss Paying Agent. (b) UBS AG Basler Kantonalbank ABN AMRO Bank N.V., Amsterdam, Zurich Branch Bank Sarasin & Co. Ltd. Bank Vontobel AG Bayerische Hypo- und Vereinsbank AG, Munich, Zurich Branch Lombard Odier Darier Hentsch & Cie Pictet & Cie shall act as paying agents in Switzerland (the "Swiss Paying Agents") in respect of the Notes. All references in the Conditions of the Notes to the Paying Agents shall be deemed to be references to the Principal Swiss Paying Agent and the Swiss Paying Agents. 8

17 which would allow Eurosystem eligibility: 11. TERMS AND CONDITIONS OF THE OFFER 9

18 FINAL TERMS 26 March 2008 NESTLÉ HOLDINGS, INC. Issue of CHF 50,000, per cent. Notes due 9 October 2012 (the "Notes") Guaranteed by Nestlé S.A. under the Debt Issuance Programme (second reopening of the CHF 450,000, per cent. Notes due 9 October 2012, bringing the total amount to CHF 500,000,000) PART A CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the conditions set forth in the prospectus dated 3 August 2007, as supplemented by the supplementary prospectus dated 15 October 2007 and the supplementary prospectus dated 3 March 2008 (together the "Prospectus"), which constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC, the "Prospectus Directive"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Prospectus. Full information on the Issuer, the Guarantor and the offer of the Notes is only available on the basis of the combination of these Final Terms, the Prospectus and the prospectus dated 26 March 2008 prepared by the Issuer in connection with the listing of the Notes on the SWX Swiss Exchange (the "Swiss Prospectus"). Copies of the prospectuses are available for viewing on the Nestlé Group's investor relations website, which can be found at and will be available on the website of the London Stock Exchange plc at The Swiss Prospectus is available for viewing and copies may be obtained from BNP Paribas (Suisse) SA, place de Hollande, 1204 Geneva, Switzerland. 1. (a) Issuer: Nestlé Holdings, Inc. (b) Guarantor: Nestlé S.A. 2. (a) Series Number: 39 (b) Tranche Number: 3 The Notes are fungible, as per the Issue Date, with the Issuer's CHF 450,000, per cent. Notes due 9 October 2012 (ISIN Code CH , Common Code ) 3. Specified Currency or Currencies: Swiss Francs ("CHF") 4. Aggregate Nominal Amount: (a) Series: CHF 500,000,000 (b) Tranche: CHF 50,000, (a) Issue Price: per cent. of the Aggregate Nominal Amount (plus 169 days accrued interest). 6. Specified Denominations: CHF 5,000 and multiples thereof Calculation Amount: CHF 5, (a) Issue Date: 28 March 2008 (b) Interest Commencement Date: 9 October 2007

19 8. Maturity Date: 9 October Interest Basis: 3.00 per cent. Fixed Rate (further particulars specified below) 10. Redemption/Payment Basis: Redemption at par 11. Change of Interest Basis or Redemption/Payment Basis: 12. Put/Call Options: 13. (a) Status of the Notes: Senior (b) Status of the Guarantee: Senior (c) Date Board approval for issuance of Notes obtained: 5 February Method of distribution: Syndicated PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 15. Fixed Rate Note Provisions Applicable (a) Rate(s) of Interest: 3.00 per cent. per annum payable annually in arrear (b) Interest Payment Date(s): 9 October in each year up to and including the Maturity Date, for the first time on 9 October 2008 (c) Fixed Coupon Amount(s): CHF 150 per Calculation Amount (d) Broken Amount(s): (e) Day Count Fraction: 30/360 (f) Determination Date(s): (g) Other terms relating to the method of calculating interest for Fixed Rate Notes: None 16. Floating Rate Note Provisions 17. Zero Coupon Note Provisions 18. Index Linked Interest Note Provisions 19. Dual Currency Interest Note Provisions PROVISIONS RELATING TO REDEMPTION 20. Issuer Call 21. Investor Put 22. Final Redemption Amount: CHF 5,000 per Calculation Amount 23. Early Redemption Amount payable on redemption for taxation reasons or on event of default and/or the method of calculating the same (if required or if different from that set out in Condition 6(h)): Condition 6(h) applies 2

20 GENERAL PROVISIONS APPLICABLE TO THE NOTES 24. Form of Notes: The Notes will be in bearer form and will be represented by a Permanent Global Note (the "Permanent Global Note") in the form attached to the supplemental agency agreement dated 26 March 2008 (the "Supplemental Agency Agreement") between the Issuer, the Guarantor, BNP Paribas (Suisse) SA in its capacity as the principal Swiss paying agent and the other parties named therein. The Permanent Global Note shall be deposited with SIS SegaInterSettle AG, the Swiss Securities Services Corporation in Olten, Switzerland ("SIS SegaInterSettle AG", which expression shall include any other clearing institution recognised by the SWX Swiss Exchange). The Permanent Global Note will document the right to receive principal and interest thereon and all other rights and obligations in connection therewith. So long as the Notes are represented by the Permanent Global Note, each person (determined on the basis of statements of account provided by SIS SegaInterSettle AG) shall be the holder of a beneficial interest in the Permanent Global Note to the extent of the amount (determined on the basis of statements of account provided by SIS SegaInterSettle AG) of their investment therein. Holders of beneficial interests in the Permanent Global Note do not have the right to request the printing and delivery of Definitive Notes. If (i) the principal Swiss paying agent deems the printing of Definitive Notes with Coupons attached to be necessary or useful, or (ii) the presentation of Definitive Notes with Coupons attached is required by applicable laws in connection with the enforcement of the rights of the holders, the principal Swiss paying agent will provide for such printing. The Issuer has irrevocably authorised the principal Swiss paying agent to provide for such printing on its behalf. Should the Definitive Notes and Coupons be printed, the principal Swiss paying agent will then exchange the Permanent Global Note (in whole but not in part) against delivery of the Definitive Notes and Coupons and thereupon cancel and return the Permanent Global Note to the Issuer. The Definitive Notes and Coupons will be printed and issued to the holders of beneficial interests in the Permanent Global Note free of charge in exchange of such interests in the 3

21 4 Permanent Global Note. 25. New Global Note: No 26. Additional Financial Centre(s) or other special provisions relating to Payment Days: 27. Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature): 28. Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment: No 29. Details relating to Instalment Notes: (a) Instalment Amount(s): (b) Instalment Date(s): 30. Redenomination and Renominalisation and/or Consolidation: 31. Other terms or special conditions: (a) Payments: For the purpose of these Notes only, the following provisions shall be inserted at the end of Condition 5: "(e) Transfer Restrictions Payments on the Notes will be made irrespective of any present or future transfer restrictions and regardless of any bilateral or multilateral payment or clearing agreement which may be applicable at any time to such payment. (f) Discharge of the Issuer The receipt by BNP Paribas (Suisse) SA, as principal Swiss paying agent, of the due and punctual payment of the funds in Swiss Francs in Geneva shall release the Issuer and the Guarantor from its obligation under the Notes and Coupons for the payment of principal and interest due on the respective payment dates to the extent of such payments. Except to the extent required by law, payments of principal and interest in respect of the Notes shall be made in freely disposable Swiss Francs without collection costs and whatever the circumstances may be, irrespective of the nationality, domicile or

22 residence of the holder of the Notes and without requiring any certification, affidavit or the fulfilment of any other formality." (b) Taxation: For the purpose of these Notes only, Condition 7(c)(iv) shall be supplemented as follows: "or any agreement on the taxation of savings income entered into by non-eu-member States (including Switzerland) with a view to implementing such Directive, and/or" (c) Agent and Paying Agents: For the purpose of these Notes only, the following provision shall be inserted at the end of Condition 11: "In respect of any Notes denominated in Swiss Francs, the Issuer and the Guarantor will at all times maintain a Paying Agent having a specified office in Switzerland and will at no time maintain a Paying Agent having a specified office outside Switzerland in relation to such Notes." In addition, all references in the Terms and Conditions of the Notes to the "Agent" and to the "Paying Agents" shall, so far as the context permits, be construed as references to the "Principal Swiss Paying Agent" and the "Swiss Paying Agents", respectively. (d) Notices: For the purpose of these Notes only, the following provision shall be inserted at the end of Condition 14: "So long as the Notes are listed on the SWX Swiss Exchange and so long as the rules of the SWX Swiss Exchange so require, all notices in respect of the Notes will be validly given through the Principal Swiss Paying Agent (i) by means of electronic publication on the internet website of the SWX Swiss Exchange ( or (ii) by publication in a daily newspaper with national circulation in Switzerland, expected to be the "Neue Zürcher Zeitung", or (iii) otherwise in accordance with the regulations of the SWX Swiss Exchange." DISTRIBUTION 32. (a) If syndicated, names of Managers: BNP Paribas (Suisse) SA UBS AG, acting through its business group UBS Investment Bank (as Joint-Lead Managers) 5

23 (b) Date of Subscription 26 March 2008 Agreement: (c) Stabilising Manager (if any): 33. If non-syndicated, name of relevant Dealer: 34. Total commission and concession: 0.75 per cent. of the Aggregate Nominal Amount 35. Whether TEFRA D or TEFRA C rules applicable or TEFRA rules not applicable: 36. Additional selling restrictions: LISTING AND ADMISSION TO TRADING APPLICATION TEFRA D applicable in accordance with usual Swiss practice, including reasonable efforts to sell the Notes within Switzerland These Final Terms comprise the final terms required for issue and admission to trading on the SWX Swiss Exchange of Notes described herein pursuant to the Debt Issuance Programme of the Issuer. RESPONSIBILITY The Issuer and the Guarantor accept responsibility for the information contained in these Final Terms. Signed on behalf of the Issuer: Signed on behalf of the Guarantor: By:... Duly authorised By:... Duly authorised By:... Duly authorised By:... Duly authorised 6

24 PART B OTHER INFORMATION 1. LISTING (i) Listing: SWX Swiss Exchange (main segment) (ii) Admission to trading: The Notes have been provisionally admitted to trading on the SWX Swiss Exchange with effect from 26 March (iii) Estimate of total expenses related to admission to trading: 2. RATINGS Ratings: 3. NOTIFICATION AND AUTHORISATION The Issuer's CHF 450,000, per cent. Notes due 9 October 2012 (ISIN Code CH , Common Code ), with whom the Notes will be fungible as per the Issue Date, are listed and admitted to trading on the SWX Swiss Exchange. The Notes to be issued have been rated: S & P: AA Moody's: Aa1 4. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE 5. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES (i) Reasons for the Offer: The net proceeds from the issue of the Notes will be applied by the Issuer for general corporate purposes outside Switzerland. (ii) Estimated net proceeds: CHF 51,111, (iii) Estimated total expenses: CHF 50, YIELD (Fixed Rate Notes Only) Indication of yield: 7. HISTORIC INTEREST RATES (Floating Rate Notes Only) 8. PERFORMANCE OF INDEX/FORMULA, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE UNDERLYING (Index Linked Notes Only) 7

25 9. PERFORMANCE OF RATES OF EXCHANGE AND EXPLANATION OF EFFECT ON VALUE OF INVESTMENT (Dual Currency Notes Only) 10. OPERATIONAL INFORMATION (i) ISIN Code: Before issue date: CH After issue date: CH (ii) Common Code: Before issue date: After issue date: (iii) Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme and the relevant identification SIS SegaInterSettle AG Swiss Security Number: Before issue date: After issue date: number(s): (iv) Delivery: Delivery against payment (v) (vi) Names and addresses of additional Paying Agent(s) (if any): Intended to be held in a manner which would allow Eurosystem eligibility: (a) BNP Paribas (Suisse) SA, 2, place de Hollande, CH-1204 Geneva, Switzerland, shall act as issuing and principal paying agent in Switzerland (the "Principal Swiss Paying Agent") in respect of the Notes. All references in the Conditions of the Notes to the Agent shall be deemed to be references to the Principal Swiss Paying Agent. (b) UBS AG Basler Kantonalbank ABN AMRO Bank N.V., Amsterdam, Zurich Branch Bank Sarasin & Co. Ltd. Bank Vontobel AG Bayerische Hypo- und Vereinsbank AG, Munich, Zurich Branch Lombard Odier Darier Hentsch & Cie Pictet & Cie shall act as paying agents in Switzerland (the "Swiss Paying Agents") in respect of the Notes. All references in the Conditions of the Notes to the Paying Agents shall be deemed to be references to the Principal Swiss Paying Agent and the Swiss Paying Agents. No 11. TERMS AND CONDITIONS OF THE OFFER 8

26 FINAL TERMS Execution Copy 20 May 2008 NESTLÉ HOLDINGS, INC. Issue of CHF 175,000, per cent. Notes due 9 October 2012 (the "Notes") Guaranteed by Nestlé S.A. under the Debt Issuance Programme (third reopening of the CHF 500,000, per cent. Notes due 9 October 2012, bringing the total amount to CHF 675,000,000) PART A CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the conditions set forth in the prospectus dated 3 August 2007, as supplemented by the supplementary prospectus dated 15 October 2007 and the supplementary prospectus dated 3 March 2008 (together the "Prospectus"), which constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC, the "Prospectus Directive"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Prospectus. Full information on the Issuer, the Guarantor and the offer of the Notes is only available on the basis of the combination of these Final Terms, the Prospectus and the prospectus dated 20 May 2008 prepared by the Issuer in connection with the listing of the Notes on the SWX Swiss Exchange (the "Swiss Prospectus"). Copies of the Prospectus are available for viewing on the Nestlé Group's investor relations website, which can be found at and are available on the website of the London Stock Exchange plc at The Swiss Prospectus is available for viewing and copies may be obtained from BNP Paribas (Suisse) SA, place de Hollande, 1204 Geneva, Switzerland. 1. (a) Issuer: Nestlé Holdings, Inc. (b) Guarantor: Nestlé S.A. 2. (a) Series Number: 39 (b) Tranche Number: 4 The Notes are fungible, as per the Issue Date, with the Issuer's CHF 500,000, per cent. Notes due 9 October 2012 (ISIN Code CH , Common Code ) 3. Specified Currency or Currencies: Swiss Francs ("CHF") 4. Aggregate Nominal Amount: (a) Series: CHF 675,000,000 (b) Tranche: CHF 175,000, (a) Issue Price: per cent. of the Aggregate Nominal Amount (plus 224 days accrued interest). 6. Specified Denominations: CHF 5,000 and multiples thereof Calculation Amount: CHF 5, (a) Issue Date: 23 May 2008 (b) Interest Commencement Date: 9 October 2007

27 8. Maturity Date: 9 October Interest Basis: 3.00 per cent. Fixed Rate (further particulars specified below) 10. Redemption/Payment Basis: Redemption at par 11. Change of Interest Basis or Redemption/Payment Basis: 12. Put/Call Options: 13. (a) Status of the Notes: Senior (b) Status of the Guarantee: Senior (c) Date Board approval for issuance of Notes obtained: 5 February Method of distribution: Syndicated PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 15. Fixed Rate Note Provisions Applicable (a) Rate(s) of Interest: 3.00 per cent. per annum payable annually in arrear (b) Interest Payment Date(s): 9 October in each year up to and including the Maturity Date, for the first time on 9 October 2008 (c) Fixed Coupon Amount(s): CHF 150 per Calculation Amount (d) Broken Amount(s): (e) Day Count Fraction: 30/360 (f) Determination Date(s): (g) Other terms relating to the method of calculating interest for Fixed Rate Notes: None 16. Floating Rate Note Provisions 17. Zero Coupon Note Provisions 18. Index Linked Interest Note Provisions 19. Dual Currency Interest Note Provisions PROVISIONS RELATING TO REDEMPTION 20. Issuer Call 21. Investor Put 22. Final Redemption Amount: CHF 5,000 per Calculation Amount 23. Early Redemption Amount payable on redemption for taxation reasons or on event of default and/or the method of calculating the same (if required or if different from that set out in Condition 6(h)): Condition 6(h) applies 2

28 GENERAL PROVISIONS APPLICABLE TO THE NOTES 24. Form of Notes: The Notes will be in bearer form and will be represented by a Permanent Global Note (the "Permanent Global Note") in the form attached to the supplemental agency agreement dated 20 May 2008 (the "Supplemental Agency Agreement") between the Issuer, the Guarantor, BNP Paribas (Suisse) SA in its capacity as the principal Swiss paying agent and the other parties named therein. The Permanent Global Note shall be deposited with SIS SegaInterSettle AG, the Swiss Securities Services Corporation in Olten, Switzerland ("SIS SegaInterSettle AG", which expression shall include any other clearing institution recognised by the SWX Swiss Exchange). The Permanent Global Note will document the right to receive principal and interest thereon and all other rights and obligations in connection therewith. So long as the Notes are represented by the Permanent Global Note, each person (determined on the basis of statements of account provided by SIS SegaInterSettle AG) shall be the holder of a beneficial interest in the Permanent Global Note to the extent of the amount (determined on the basis of statements of account provided by SIS SegaInterSettle AG) of their investment therein. Holders of beneficial interests in the Permanent Global Note do not have the right to request the printing and delivery of Definitive Notes. If (i) the principal Swiss paying agent deems the printing of Definitive Notes with Coupons attached to be necessary or useful, or (ii) the presentation of Definitive Notes with Coupons attached is required by applicable laws in connection with the enforcement of the rights of the holders, the principal Swiss paying agent will provide for such printing. The Issuer has irrevocably authorised the principal Swiss paying agent to provide for such printing on its behalf. Should the Definitive Notes and Coupons be printed, the principal Swiss paying agent will then exchange the Permanent Global Note (in whole but not in part) against delivery of the Definitive Notes and Coupons and thereupon cancel and return the Permanent Global Note to the Issuer. The Definitive Notes and Coupons will be printed and issued to the holders of beneficial interests in the Permanent Global Note free of charge in exchange of such interests in the 3

29 4 Permanent Global Note. 25. New Global Note: No 26. Additional Financial Centre(s) or other special provisions relating to Payment Days: 27. Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature): 28. Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment: No 29. Details relating to Instalment Notes: (a) Instalment Amount(s): (b) Instalment Date(s): 30. Redenomination and Renominalisation and/or Consolidation: 31. Other terms or special conditions: (a) Payments: For the purpose of these Notes only, the following provisions shall be inserted at the end of Condition 5: "(e) Transfer Restrictions Payments on the Notes will be made irrespective of any present or future transfer restrictions and regardless of any bilateral or multilateral payment or clearing agreement which may be applicable at any time to such payment. (f) Discharge of the Issuer The receipt by BNP Paribas (Suisse) SA, as principal Swiss paying agent, of the due and punctual payment of the funds in Swiss Francs in Geneva shall release the Issuer and the Guarantor from its obligation under the Notes and Coupons for the payment of principal and interest due on the respective payment dates to the extent of such payments. Except to the extent required by law, payments of principal and interest in respect of the Notes shall be made in freely disposable Swiss Francs without collection costs and whatever the circumstances may be, irrespective of the nationality, domicile or

30 residence of the holder of the Notes and without requiring any certification, affidavit or the fulfilment of any other formality." (b) Taxation: For the purpose of these Notes only, Condition 7(c)(iv) shall be supplemented as follows: "or any agreement on the taxation of savings income entered into by non-eu-member States (including Switzerland) with a view to implementing such Directive, and/or" (c) Agent and Paying Agents: For the purpose of these Notes only, the following provision shall be inserted at the end of Condition 11: "In respect of any Notes denominated in Swiss Francs, the Issuer and the Guarantor will at all times maintain a Paying Agent having a specified office in Switzerland and will at no time maintain a Paying Agent having a specified office outside Switzerland in relation to such Notes." In addition, all references in the Terms and Conditions of the Notes to the "Agent" and to the "Paying Agents" shall, so far as the context permits, be construed as references to the "Principal Swiss Paying Agent" and the "Swiss Paying Agents", respectively. (d) Notices: For the purpose of these Notes only, the following provision shall be inserted at the end of Condition 14: "So long as the Notes are listed on the SWX Swiss Exchange and so long as the rules of the SWX Swiss Exchange so require, all notices in respect of the Notes will be validly given through the Principal Swiss Paying Agent (i) by means of electronic publication on the internet website of the SWX Swiss Exchange ( or (ii) by publication in a daily newspaper with national circulation in Switzerland, expected to be the "Neue Zürcher Zeitung", or (iii) otherwise in accordance with the regulations of the SWX Swiss Exchange." DISTRIBUTION 32. (a) If syndicated, names of Managers: BNP Paribas (Suisse) SA UBS AG, acting through its business group UBS Investment Bank (as Joint-Lead Managers) 5