Negotiable Commercial Paper (Negotiable European Commercial Paper - NEU CP)1

Information Memorandum (IM)

Name of the programme Nestlé Finance International Ltd., NEU CP

Name of the issuer Nestlé Finance International Ltd.

Type of programme NEU CP

Programme size EUR 2,000,000,000

Guarantor(s) (additional guarantee not required by regulation)

Nestlé S.A. (please refer to Section 1.18 for further details on the Guarantee)

Rating(s) of the programme Rated by Standard & Poor’s and Moody’s

Arranger(s) None

Introduction advisor None

Legal advisor None

Issuing and paying agent(s) (IPA)

BNP Paribas

Dealer(s) BNP Paribas, Crédit Agricole Corporate and Investment Bank, Société Générale

Date of the information memorandum

03/06/2020

Update by amendment (if appropriate)

None

Drawn up pursuant to articles L.213-0-1 to L.213-4-1 of the French monetary and financial code

A copy of the information memorandum is sent to:

BANQUE DE FRANCE Direction générale de la stabilité financière et des opérations (DGSO)

Direction de la mise en œuvre de la politique monétaire (DMPM) 21-1134 Service des Titres de Créances Négociables (STCN)

39, rue Croix des Petits Champs 75049 PARIS CEDEX 01

Avertissement : cette documentation financière étant rédigée dans une langue usuelle en matière financière autre que le français, l’émetteur invite l’investisseur, le cas échéant, à recourir à une traduction en français de cette documentation.

The Banque de France invites investors to read the general terms and conditions for the use of information related to negotiable debt securities:

https://www.banque-france.fr/en/monetary-policy/market-financing/commercial-paper-and-medium-term-note-market-neu-cp-neu-mtn

1 Trade name of the notes defined in article D.213-1 of the French monetary and financial code

2

1. ESCRIPTION OF THE ISSUANCE PROGRAMME Articles D.213-9, 1° and D.213-11 of the French monetary and financial code and Article 6 of the Order of 30 May 2016 and subsequent amendments

1.1 Name of the programme

Nestlé Finance International Ltd., NEU CP

1.2 Type of programme NEU CP

1.3 Name of the issuer Nestlé Finance International Ltd. (the « Issuer »)

1.4 Type of issuer Non-financial corporation

1.5 Purpose of the programme

Optional

1.6 Programme size (maximum outstanding amount) in Euro

EUR 2,000,000,000 or any other currency authorized by applicable laws and regulations in force in France at the time of the issue.

1.7 Form of the notes

Notes of the programme are issued in bearer form and recorded in the books of authorized intermediaries (book entry system) in accordance with French laws and regulations.

1.8 Yield basis

The remuneration of the NEU CP is based either on a fixed rate or a floating rate. In the case of an issue of NEU CP embedding an option of early redemption, extension or repurchase, as mentioned in paragraph 1.10 below, the conditions of remuneration of such NEU CP will be set when the said NEU CP will be initially issued and shall not be further modified, including when such an embedded option of early redemption, extension or repurchase will be exercised. The NEU CP issued under this programme will be redeemed unconditionally at par.

1.9 Currencies of issue Euro or any other currency authorized by applicable laws and regulations in force in France at the time of the issue.

1.10 Maturity The term (maturity date) of the NEU CP shall be determined in accordance with laws and regulations applicable in France, which imply that, at the date hereof, the term of the commercial paper shall not be longer than one year (365 days or 366 days in a leap year), from the issue date. The NEU CP may be redeemed before maturity in accordance with the laws and regulations applicable in France. The NEU CP issued under the Programme may carry one or more embedded option(s) of extension of the term (held by either the Issuer or the holder, or linked to one or several events not related to either the Issuer or the holder). The NEU CP issued under the Programme may also carry one or more embedded option(s) of repurchase before the term (held by either the Issuer or the holder, or linked to one or several events not related to either the Issuer or the holder). An option of early redemption, extension or repurchase of NEU CP, if any, shall be explicitly specified in the confirmation form of any related issuance of NEU CP. In any case, the overall maturity of any NEU CP embedded with one or several of such clauses, shall always – all options of early redemption, extension or repurchase included – conform to laws and regulations in force in France at the time of the issue.

1.11 Minimum issuance amount

200,000 Euros or equivalent amount in the relevant foreign currency.

Optional : information that the issuer may not provide because it is not required by French regulation

3

1.12 Minimum denomination of the notes

By virtue of regulation (Article D.213-11 of the French monetary and financial code), the legal minimum face value of the NEU CP within the framework of this programme is 200,000 Euros or the equivalent in the currencies selected at the time of issuance.

1.13 Status of the notes Optional

1.14 Governing law that applies to the programme

French law

1.15 Listing of the notes/Admission to trading on a regulated market

No

1.16 Settlement system Euroclear France

1.17 Rating(s) of the programme

Rated by Standard & Poor’s http://www.standardandpoors.com/en_EU/web/guest/ratings/details/-/instrument-details/debtType/COMMPAPER/entityId/120091 and Moody’s https://www.moodys.com/credit-ratings/Nestle-Finance-International-Ltd-credit-rating-600016727 Ratings can be reviewed at any time by the rating agencies. Investors are invited to refer to the websites of the agencies concerned for the current rating.

1.18 Guarantee/Guarantor The Nestlé Finance International Ltd. NEU CP programme is guaranteed by Nestlé S.A., 55, Avenue Nestlé, CH-1800 Vevey (Suisse) (the “Guarantor”).

The Guarantee in Annex I is a Swiss law governed guarantee and is granted on a voluntary basis. This Guarantee may not comply with the criteria of Article D.213-5 of French monetary and financial code. The holders of NEU CP issued under the NEU CP programme do not benefit from an unconditional, at first demand guarantee (garantie inconditionnelle à 1ère demande) within the meaning of Article D.213-5 of the French monetary and financial code.

The Banque de France is not competent as to Swiss law and doesn’t take responsibility for any assessment of the validity of Nestlé S.A. undertaking under the Guarantee.

Nestlé S.A. is providing the same form of guarantee as Guarantor under the programmes listed under 2.B.16.

Description of the mechanism of the Nestlé S.A.’s Guarantee

The Guarantee issued on 3 June 2020 is a joint and several suretyship (cautionnement solidaire) pursuant to Article 496 of the Swiss Code of Obligations. Such a guarantee is accessory in nature,

Optional : information that the issuer may not provide because it is not required by French regulation

4

which means that its enforceability is dependent upon the legal validity and enforceability of the primary obligation to which it relates. In the case of the Guarantee, this means that the Guarantor will only have an obligation to pay a holder an amount under the Guarantee if and to the extent such holder has a legally valid and enforceable claim against the Issuer to pay such amount under the NEU CP. A joint and several suretyship pursuant to Article 496 of the Swiss Code of Obligations is also governed by a number of statutory provisions of Swiss law that are designed to protect the surety, among other things, that:

- the terms of the Guarantee will limit the aggregate amount payable by the Guarantor to holders thereunder (including amounts in respect of principal, interest (if any) and other amounts due and unpaid under the NEU CP) to a fixed amount of Euro 2,100,000,000, the so-called “Maximum Guarantee Amount”;

- any defenses that the Issuer may assert against a holder, whether available to the Issuer under the terms of the NEU CP or under the French laws or otherwise, may, as a rule, also be asserted by the Guarantor against such holder with respect to claims under the Guarantee (even if the Issuer has itself waived or otherwise not exercised any such defense);

- if a holder seeks to enforce the Guarantee against the Guarantor in Switzerland, the Guarantor may petition the competent court to stay the enforcement proceeding against it until such time as insolvency or related proceedings against the Issuer are completed without such holder having been paid in full for amounts owed to it under the NEU CP, so long as the Guarantor posts sufficient collateral;

- in the event of insolvency proceedings in respect of the Issuer, if a holder of a NEU CP fails to file its claims against the Issuer under such NEU CP or to do everything conscionable to safeguard its rights under such NEU CP in such proceedings, such holder will forfeit its claims against the Guarantor under the Guarantee if and to the extent that the Guarantor suffers damages as a result of such failure; and

- in accordance with Swiss law on suretyships, a holder cannot make any further claim under or in connection with the Guarantee after its termination date, unless legal proceedings are initiated by such holder prior to the end of the four week period following such termination date and pursued by such holder without significant interruption.

1.19 Issuing and Paying Agent(s) (IPA) - exhaustive list -

The Issuer has appointed BNP Paribas as its Issuing and Paying Agent in relation to the NEU CP.

1.20 Arranger Optional

Optional : information that the issuer may not provide because it is not required by French regulation

5

1.21 Placement method The NEU CP will be placed either through the Dealers BNP Paribas, Crédit Agricole Corporate and Investment Bank and Société Générale, or directly by the Issuer. The Issuer may subsequently elect to replace any dealer, proceed to direct placement, or appoint other dealers; an updated list of such dealers shall be disclosed to investors upon request to the Issuer.

1.22 Selling restrictions Optional*

1.23 Taxation The Issuer is not bound to indemnify any holder of the NEU CP in case of taxes which are payable under French law or any other foreign law in respect of the principal of, or the interest on, the NEU CP, except for any stamp or registration taxes payable by the Issuer under French law.

1.24 Involvement of national authorities

Banque de France

1.25

Contact (s)

Nestlé Finance International Ltd. 7, rue Nicolas Bové L-1253 Luxembourg Contact details of the persons in charge:

1) Chief Accountant Phone: +352 28 29 03 91 Fax: +352 28 29 04 79 Email: steve.flammang@LU.nestle.com

2) Director A Phone: +352 28 29 03 96 Fax: +352 28 29 04 79 Email: bruno.chazard@LU.nestle.com

1.26 Additional information on the programme

Optional

1.27 Language of the information memorandum which prevails

English

Optional : information that the issuer may not provide because it is not required by French regulation

6

2. DESCRIPTION OF THE ISSUER Article D.213-9, 2° of the French monetary and financial code and Article 7 of the Order of 30 May 2016 and subsequent amendments

2.A.1 Legal name Nestlé Finance International Ltd.

2.A.2 Legal form/status, governing law of the issuer and competent courts

Company limited by shares (société anonyme) incorporated and organized in accordance with Luxembourg Law. Tribunal d’Arrondissement of and in Luxembourg

2.A.3 Date of incorporation

18/03/1930

2.A.4 Registered office or equivalent (legal address) and main administrative office

7, rue Nicolas Bové, L-1253 Luxembourg.

2.A.5 Registration number, place of registration and LEI

Number B136737 of the Registre de Commerce et des Sociétés of the Grand-Duchy of Luxembourg. Legal Entity Identifier (LEI): 0KLLMNHINTFDRMU6DI05

2.A.6 Issuer’s mission summary

The primary purpose of Nestlé Finance International Ltd. is the direct and/or indirect financing of Luxembourg and/or foreign companies in which the Issuer holds direct or indirect participations or which are part of the Nestlé Group.

2.A.7 Brief description of current activities

For additional information on the Issuer please refer to page 2 of the Annual Financial Report 2019 of Nestlé Finance International Ltd. (c.f. Annex III)

2.A.8 Capital Amount as at 31/12/2019: 440,000 Euros, divided into 220,000 shares of 2 Euros.

2.A.8.1 Amount of capital subscribed and fully paid

The capital is fully paid-up.

2.A.8.2 Amount of capital subscribed and not fully paid

None

2.A.9 List of main shareholders

Nestlé Finance International Ltd. is a wholly owned subsidiary of Nestlé S.A.

2.A.10 Regulated markets on which the shares or debt securities of

Debt Securities: London Stock Exchange, London (UK) http://www.londonstockexchange.com/exchange/prices-and-markets/stocks/prices-search/stock-prices-search.html?nameCode=Nestle+Finance+International+Ltd&page=1

7

the issuer are listed

2.A.11 Composition of governing bodies

1. Bruno CHAZARD, director A; 2. Josiane SCHROEDER, director A; 3. Hermann BEYTHAN, director A; 4. Martin Peter HUBER, director B; 5. Patrick YOT, director B.

2.A.12 Accounting method for consolidated accounts (or failing that, for the annual accounts)

IFRS

2.A.13 Accounting year

Starting on 01/01, ending on 31/12.

2.A.13.1 Date of the last general annual meeting of shareholders (or equivalent thereof) which has ruled on the last financial year accounts

28/04/2020

2.A.14 Fiscal year Starting on 01/01, ending on 31/12.

2.A.15 Auditors of the issuer, who have audited the issuer’s annual accounts

2.A.15.1 Auditors

KPMG Luxembourg, Société coopérative, 39, Avenue John F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg.

2.A.15.2 Auditors report on the accuracy of the accounting and financial information

The reports of the Auditors of Nestlé Finance International Ltd. are displayed on pages 5 to 10 of the Annual Financial Report 2019 and on pages 5 to 10 of the Annual Financial Report 2018 of Nestlé Finance International Ltd. (cf. Annex III).

2.A.16 Other equivalent programmes of the issuer

Nestlé Finance International Ltd. issues: - multicurrency Euro-commercial papers and US-commercial

papers under a Global Commercial Paper Program of a maximum amount of EUR 25 bn; and

- Euro Medium Term Notes under a Debt Issuance Program.

2.A.17 Rating of the issuer

Optional

2.A.18 Additional information on the issuer

Optional *

Optional : information that the issuer may not provide because it is not required by French regulation

8

2. B. Description of the guarantor

Should the debt securities be guaranteed, the information memorandum shall provide the same information for the guarantor as for the issuer.

Provide, for the guarantor, the same information as above for the issuer, for items from 2.A.1 to 2.A.18

2. B. DESCRIPTION OF THE GUARANTOR Should the debt securities be guaranteed, the information memorandum shall provide the same information for the guarantor as for the issuer.

2.B.1 Legal name Nestlé S.A.

2.B.2 Legal form/status, governing law of the guarantor and competent courts

Nestlé S.A. is a company limited by shares incorporated and organized in accordance with the Swiss Code of Obligations. Courts of Vevey, Switzerland, and of Zug, Switzerland

2.B.3 Date of incorporation

09/08/1866

2.B.4 Registered office or equivalent (legal address) and main administrative office

Registered offices:

55, Avenue Nestlé, CH-1800 Vevey (Switzerland)

8, Zugerstrasse, CH-6330 Cham (Switzerland)

Administrative office:

55, Avenue Nestlé, CH-1800 Vevey (Switzerland)

2.B.5 Registration number, place of registration and LEI

Registration number CHE-105.909.036 of the Commercial Registers of the canton of Vaud (Switzerland) and of the canton of Zug (Switzerland) Legal Entity Identifier (LEI): KY37LUS27QQX7BB93L28

2.B.6 Guarantor’s mission summary

To participate in industrial, service, commercial and financial enterprises in Switzerland and abroad, in particular in food, nutrition, health, wellness and related industries.

2.B.7 Brief description of current activities

Nestlé S.A. is the ultimate holding company of the Nestlé Group which comprises subsidiaries, associated companies and joint ventures throughout the world. For additional information, please refer to the Annual Review 2019 of the Nestlé Group, pages 49 to 61, and to the Financial Statements 2019 of the Nestlé Group pages 66 to 72 and of Nestlé S.A., pages 175 to 176.

2.B.8 Capital Amount as at 31 December 2019: the share capital of Nestlé S.A. was CHF 297,600,000 (equivalent value in EUR 273,781,04875 as per conversion rate EUR/CHF 1.08700 on 31.12.2019) divided into 2,976,000,000 registered shares with a nominal value of CHF 0.10 each.

2.B.8.1 Amount of capital subscribed and fully paid

The capital is fully paid-up.

2.B.8.2 Amount of capital subscribed and not fully paid

None

9

2.B.9 List of main shareholders

Any shareholder holding shares in Nestlé S.A. of 3 per cent. or more of Nestlé S.A.’s share capital is required to disclose its/his/her shareholding pursuant to the Swiss Financial Infrastructure Act. https://www.six-exchange-regulation.com/en/home/publications/significant-shareholders.html

2.B.10 Regulated markets on which the shares or debt securities of the guarantor are listed

2.B.11 Composition of governing bodies

Ulf Mark SCHNEIDER, Administrateur délégué (CEO); Laurent FREIXE, Executive Vice President; Chris JOHNSON, Executive Vice President; Patrice BULA, Executive Vice President; Marco SETTEMBRI, Executive Vice President; François-Xavier ROGER, Executive Vice President; Magdi BATATO, Executive Vice President; Stefan PALZER, Executive Vice President; Béatrice GUILLAUME-GRABISCH, Executive Vice President; Maurizio PATARNELLO, Deputy Executive Vice President (until 31/12/2019); Leanne GEALE, Executive Vice President; Greg BEHAR, Deputy Executive Vice President; Sanjay BAHADUR, Deputy Executive Vice President (as from 01.01.2020) For additional information, please refer to pages 19 to 22 of Nestlé’s 2019 Corporate Governance Report and to pages 18 to 21 of Nestlé’s 2018 Corporate Governance Report.

2.B.12 Accounting method for consolidated accounts (or failing that, for the annual accounts)

As the ultimate holding company of the Nestlé Group, the Guarantor publishes consolidated financial statements in accordance with IFRS as published by the IASB.

2.B.13 Accounting year

Starting on 01/01, ending on 31/12.

2.B.13.1

Date of the last general annual meeting of shareholders (or equivalent thereof) which has ruled on the last financial year accounts

23/04/2020

2.B.14 Fiscal year Starting on 01/01, ending on 31/12.

2.B.15 Auditors of the guarantor, who have audited the guarantor’s

10

annual accounts

2.B.15.1 Auditors

KPMG SA, 111 Rue de Lyon, P.O. Box 347, CH-1211 Geneva 13, Switzerland

2.B.15.2 Auditors report on the accuracy of the accounting and financial information

The reports of the auditors of the Nestlé Group and of Nestlé S.A. are included in the Financial Statements 2019 of the Nestlé Group and of Nestlé S.A., pages 146 to 150 (Consolidated Financial Statements) and pages 188 to 189 (Statutory Financial Statements) and in the Financial Statements 2018 of the Nestlé Group and of Nestlé S.A., pages 160 to 164 (Consolidated Financial Statements) and pages 206 to 207 (Statutory Financial Statements) (cf. Annex III).

2.B.16 Other equivalent programmes of the guarantor

Nestlé S.A. is the Guarantor of: - Multicurrency Euro-commercial papers and US-commercial

papers issued by various companies of the Nestlé Group under a Global Commercial Paper Program of a maximum amount of EUR 25 bn;

- US Commercial Papers issued by Nestlé Capital Corporation (United States) under a US Commercial Paper Program of a maximum amount of USD 25 bn; and

- Short Term Promissory Notes issued by Nestlé Capital Canada Limited under a Commercial Paper Program of CAD 1.8 bn.

-

2.B.17 Rating of the guarantor

Rated by Standard & Poor’s and Moody’s. Standard & Poor’s:

https://www.standardandpoors.com/en_EU/web/guest/ratings/entity/-/org-details/sectorCode/CORP/entityId/104528 Moody’s: https://www.moodys.com/credit-ratings/Nestle-SA-credit-rating-542900

2.B.18 Additional information on the guarantor

Registered shares: SIX Swiss Exchange, Zurich (Switzerland)

https://www.six-group.com/exchanges/shares/security_info_fr.html?id=CH0038863350CHF4

13

ANNEXES

Annex I

Guarantee - Copy of the Guarantee of Nestlé S.A. dated 3 June 2020;

- Certification of the Guarantee

Annex II

Rating(s) of the programme - http://www.standardandpoors.com/en_EU/web/guest/ratings/details/-/instrument-details/debtType/COMMPAPER/entityId/120091

- https://www.moodys.com/credit-ratings/Nestle-Finance-International-Ltd-credit-rating-600016727

Annex III

Documents available to the shareholders annual general meeting or the equivalent

body1

- Annual Financial Report 2019 of Nestlé Finance International Ltd.

https://www.rns-pdf.londonstockexchange.com/rns/7795I_2-2020-4-3.pdf

- Annual Financial Report 2018 of Nestlé Finance International Ltd.

https://www.rns-pdf.londonstockexchange.com/rns/0421U_1-2019-3-26.pdf

- Annual Review 2019 of the Nestlé Group

- https://www.nestle.com/sites/default/files/2020-03/2019-annual-review-en.pdf

- Annual Review 2018 of the Nestlé Group

https://www.nestle.com/asset-library/documents/library/documents/annual_reports/2018-annual-review-en.pdf

- Financial Statements 2019 of the Nestlé Group and of Nestlé S.A https://www.nestle.com/sites/default/files/2020-02/2019-financial-statements-en.pdf

- Financial Statements 2018 of the Nestlé

Group and of Nestlé S.A

https://www.nestle.com/asset-library/documents/library/documents/financial_statements/2018-financial-statements-en.pdf

- Corporate Governance Report 2019 of Nestlé S.A.

1 The information set out in Article D.213-9 of the French monetary and financial code, including documents made available to the General Meeting of Shareholders or the body acting in its stead, shall be communicated to any person who so requests, in accordance with Article D.213-13 of the French monetary and financial code.

14

https://www.nestle.com/sites/default/files/2020-03/2019-annual-review-corp-governance-compensation-financial-statements-en.pdf

- Corporate Governance Report 2018 of Nestlé S.A. https://www.nestle.com/asset-library/documents/library/documents/corporate_governance/corp-governance-report-2018-en.pdf

Annex IV

Amendment, if appropriate, under electronic and paper form (signed)

None