FINAL TERMS Dated 27 May 2009 Issue of CHF 350,000,000 2.125 per cent. Notes due 29 May 2015 Guaranteed by Nestlé S.A. under the Debt Issuance Programme PART 1 CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions set forth in the Prospectus dated 26 August 2008, and the Supplementary Prospectuses dated 1 September 2008, 20 February 2009, 23 March 2009 and 1 May 2009, which together constitute a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) and a domestic issuance programme for the purpose of the Additional Rules for Listing of Bonds on the SIX Swiss Exchange. This document constitutes the Final Terms (or pricing supplement for the purpose of the Additional Rules for Listing of Bonds on the SIX Swiss Exchange) of the Notes described herein and must be read in conjunction with the Prospectus as so supplemented, including documents incorporated by reference. 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 and the Prospectus as so supplemented. The Prospectus and the Supplementary Prospectuses are available for viewing on the Nestlé Group's investor relations website, which can be found at www.ir.nestle.com, and will be available on the website of the London Stock Exchange plc at www.londonstockexchange.com/rns. 1. (a) Issuer: Nestlé Finance International Ltd. (b) Guarantor: Nestlé S.A. 2. (a) Series Number: 50 (b) Tranche Number: 1 3. Specified Currency or Currencies: Swiss Francs (CHF) 4. Aggregate Nominal Amount: (a) Series: CHF 350,000,000 (b) Tranche: CHF 350,000,000, comprising CHF 250,000,000 nominal amount of A Notes (the A Notes) and CHF 100,000,000 nominal amount of B Notes (the B Notes and together with the A Notes, the Notes) 5. Issue Price: The Issue Price in respect of the A Notes is 100.316 per cent. of the Aggregate Nominal Amount of the A Notes. The Issue Price in respect of the B Notes is 100.333 per cent. of the Aggregate Nominal Amount of the B Notes. 6. (a) Specified Denominations: CHF 5,000 and multiples thereof (b) Calculation Amount: CHF 5,000 7. (a) Issue Date: 29 May 2009 (b) Interest Commencement Date: Issue Date 8. Maturity Date: 29 May 2015
9. Interest Basis: 2.125 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 of Board approval for issuance of Notes and Guarantee obtained 25 August 2008 and 10 April 2008, respectively 14. Method of distribution: Non-syndicated PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 15. Fixed Rate Note Provisions Applicable (a) Rate(s) of Interest: 2.125 per cent. per annum payable annually in arrear (b) Interest Payment Date(s): 29 May in each year from and including 29 May 2010 up to and including the Maturity Date. (c) Fixed Coupon Amount(s): CHF 106.25 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 2
23. Early Redemption Amount 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)): CHF 5,000 per Calculation Amount GENERAL PROVISIONS APPLICABLE TO THE NOTES 24. Form of Notes: Swiss Global Note 25. New Global Note: No 26. Additional Financial Centre(s) or other special provisions relating to Payment Days: Luxembourg For the avoidance of doubt, in accordance with the Conditions, this Financial Centre is in addition to London and Zurich. 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: 29. Details relating to Instalment Notes: 30. Redenomination and Renominalisation: No 31. Other terms or special conditions: All references in the Prospectus to "SWX Swiss Exchange" shall be deemed to be to "SIX Swiss Exchange", and all references to "SIS SegaInterSettle AG" and / or "SIS" shall be to "SIX SIS AG" as the Swiss Securities Services Corporation in Olten, Switzerland. 32. Swiss Notes: Applicable Pursuant to a Supplemental Agency Agreement dated 27 May 2009, the Issuer appoints Credit Suisse at its specified office in Switzerland as principal Swiss Agent (the Swiss Agent) in respect of the Notes. DISTRIBUTION 33. (a) If syndicated, names of Managers: 3
(b) (c) Date of Syndication Agreement: Stabilising Manager (if any): 34. If non-syndicated, name of relevant Dealer: 35. Total commission and concession: Credit Suisse 0.75 per cent. of the Aggregate Nominal Amount 36. U.S. Selling Restrictions: Reg. S Compliance Category 2; TEFRA D applicable in accordance with usual Swiss practice, including reasonable efforts to sell the Notes within Switzerland 37. Non-exempt Offer: 38. Additional selling restrictions: PURPOSE OF FINAL TERMS These Final Terms comprise the final terms required for issue and admission to trading on the SIX Swiss Exchange of Notes described herein pursuant to the Debt Issuance Programme of the Issuer. RECENT DEVELOPMENTS AND OUTLOOK For further information on recent developments and an outlook of the Issuer and Guarantor, see page 69 of the Guarantor's management report for the financial year ended 31 December 2008, published on 12 March 2009 which, by the Supplementary Prospectus dated 23 March 2009, is incorporated by reference in, and forms part of, the Prospectus. SIGNIFICANT OR MATERIAL ADVERSE CHANGE STATEMENT There has been no significant change in the financial or trading position of the Issuer and its subsidiaries or the Guarantor and its subsidiaries since 31 December 2008 and there has been no material adverse change in the financial position or the prospects of the Issuer and its subsidiaries or the Guarantor and its subsidiaries since 31 December 2008. LITIGATION None of the Issuer, the Guarantor and their respective subsidiaries (whether as defendant or otherwise) is or has been engaged in any governmental, legal, arbitration, administrative or other proceedings (including any such proceedings which are pending or threatened of which the Issuer and the Guarantor are aware), the results of which might have or during the twelve months prior to the date thereof have had a significant effect on the financial position or profitability of the Issuer, the Guarantor and their respective subsidiaries, nor are the Issuer, the Guarantor and their respective subsidiaries aware of any such proceedings being threatened. REPRESENTATIVE In accordance with Article 50 of the Listing Rules of the SIX Swiss Exchange, the Issuer and the Guarantor have appointed Credit Suisse, Paradeplatz 8, CH - 8001, Zurich its representative to apply for the listing of the Notes on the main segment of the SIX Swiss Exchange. 4
RESPONSIBILITY The Issuer and the Guarantor accept responsibility for the information contained in these Final Terms in connection with the CHF 350,000,000 2.125 per cent. Notes due 29 May 2015. Signed on behalf of the Issuer: Signed on behalf of the Guarantor: 5
PART B OTHER INFORMATION 1. LISTING Listing: 2. RATINGS Ratings: The Notes have been provisionally admitted to trading on the SIX Swiss Exchange with effect from 27 May 2009 and application will be made for the Notes to be listed on the main segment of the SIX Swiss Exchange. The Notes to be issued have been rated: S & P: AA Moody s: Aa1 3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE Save for any fees payable to the Managers, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. 4. ESTIMATED NET PROCEEDS Estimated net proceeds: CHF 348,448,000 5. OPERATIONAL INFORMATION (i) ISIN Code: A Notes: CH0101381272 (ii) Common Code: A Notes: 042593605 B Notes until Issue Date: CH0101967716 B Notes after Issue Date: CH0101381272 B Notes until Issue Date: 042995428 B Notes after Issue Date: 042593605 (iii) Swiss Security Number A Notes: 10'138'127 B Notes until Issue Date: 10'196'771 B Notes after Issue Date: 10'138'127 (iv) Any clearing system(s) other than Euroclear Bank S.A./N.V., Clearstream Banking, société anonyme and the relevant identification number(s): SIX SIS Ltd, the Swiss Securities Service Corporation, Olten, Switzerland (v) Delivery: Delivery against payment 6
(vi) (vii) Names and addresses of additional Paying Agent(s) (if any): Intended to be held in a manner which would allow Euro system eligibility: Swiss Agent: Credit Suisse Paradeplatz 8 CH-8001 Zurich No 7