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Nestle SA (NSTR)

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Friday 11 April, 2008

Nestle SA

Notice of AGM

Nestle SA
11 April 2008


                                                    RNS Customer Services

                                                    London Stock Exchange

                                                    10 Paternoster Square

                                                    GB-London EC4M 7LS

                                                    by e-mail

                                                    Vevey, 11th April 2008

Reporting obligations regarding the maintenance of listing of the Nestle S.A.
share (Checklist reference numbers 3.01 and 3.04)


Ladies and gentlemen,


The General Meeting of Shareholders of Nestle S.A. was held in Lausanne,
Switzerland, on 10th April 2008.


The agenda items (please see below) submitted to the shareholders were decided
on as follows:


1 :        approved

2 :        approved

3 :        approved

4 :        approved

5 :        approved

6:         approved



The next General Meeting of Shareholders of Nestle S.A. will be held on 23rd
April 2009.


Payment date of dividend and ex-dividend trading date: 16th April 2008.


Please do not hesitate to contact me, should you have any further queries.


                                         Yours sincerely,


                                         Yves Philippe Bloch
                                         Corporate Secretary



Avenue Nestle 55, CH-1800 Vevey, Switzerland

Tel: 0041 21 924 2111


Encl: Invitation to the Annual General Meeting of Shareholders (as published on
7th March 2008) and agenda can be found below and is also available on our
website:

http://www.nestle.com/InvestorRelations/Events/CurrentEvent/CurrentEvent.htm

.....................................


Cham and Vevey, 7 March 2008


Invitation to the Annual General Meeting



Dear Shareholder,

We have the honour to invite you to the


141st Annual General Meeting


to be held on Thursday, 10 April 2008, at 2.30 p.m. at the 'Palais de Beaulieu'
in Lausanne, Switzerland.




Agenda and Proposals of the Board of Directors


1          2007 annual report; accounts of Nestle S.A. and of the Nestle Group;

            reports of the auditors

            Proposal

            Approval of the 2007 annual report, of the accounts of Nestle S.A.

            and of the consolidated

            accounts of the Nestle Group.


2          Release of the Board of Directors and of the Management
           Proposal

            Release of the members of the Board of Directors and of the
            Management.


3          Decision on the appropriation of profits resulting

            from the balance sheet of Nestle S.A.

            Proposal

            Retained earnings

            Balance brought forward from 2006            CHF 1 230 199 215

            Profit for the year 2007                     CHF 7 191 297 148

                                                         CHF 8 421 496 363

            Proposed appropriation

            Transfer to the special reserve              CHF 3 000 000 000

            Dividend for 2007, CHF 12.20 per share

            on 376 271 758 shares                        CHF 4 590 515 448

            Dividend for 2007, CHF 12.20 per share on a total

            of 8 227 267 shares reserved for Long-Term

            Incentive Plans, to cover warrants

            and held-for-trading purposes                CHF 100 372 657

                                                         CHF 7 690 888 105

            Balance to be carried forward                CHF 730 608 258



4 Elections

The proposed new Articles of Association as set forth in Agenda Item 6 provide
for a three-year term of office for the members of the Board of Directors
(Article 15 para. 1) and for a one-year term of office for the Auditors (Article
20). The new terms of office will apply to this year's and all future elections
of the members of the Board of Directors and of the Auditors. The current
members of the Board of Directors will be reelected over the course of the next
three years and the new three-year terms will apply upon their re-election. This
will allow for a proper staggering so that approximately one third of the
members of the Board of Directors is up for re-election each year.


In the event the shareholders should reject the new Articles of Association as
set forth in Agenda Item 6, the (re-)elections proposed under this Agenda Item 4
shall be for a five-year term of office for the members of the Board of
Directors and for a three-year term of office for the Auditors, as per the
current  Articles of Association.


4.1 Re-elections to the Board of Directors

            Proposal

            Individual re-elections of Mr. Andreas Koopmann and Mr. Rolf Hanggi
            (each for a term of three years).


            Explanation

            The Board proposes the individual re-elections of Mr. Andreas
            Koopmann, Swiss, born 1951, 1st Vice Chairman of Nestle S.A. and CEO of Bobst Group
            S.A., and of Mr. Rolf Hanggi, Swiss, born 1943, 2nd Vice Chairman of Nestle
            S.A. and Chairman of Rud, Blass & Cie AG, Bankers, Switzerland. Both have provided
            outstanding services to the Company as Vice Chairmen of the Board.

For further details on the nominees, see biographies on the internet

(www.nestle.com).


4.2 Elections to the Board of Directors

Proposal

Individual elections of Mr. Paul Bulcke and Mr. Beat W. Hess (each for a term of
three years).


Explanation

At the Annual General Meeting of 10 April 2008 the mandate of Mr. Peter Bockli
as Director will expire. Due to the age limit set forth in the Board
Regulations, he will not stand for re-election. The Board wishes to extend its
gratitude to Mr. Peter Bockli, who first joined the Board in 1993 and since then
has provided invaluable services as a member of the Board, the Audit Committee
and most recently in his role as Chairman of the Compensation and Nomination
Committee.


The Board proposes the individual elections as members of the Board of Directors
of Nestle S.A. of Mr. Paul Bulcke and Mr. Beat W. Hess.  Mr. Paul Bulcke,
Belgian, born 1954, joined Nestle S.A. in 1979. From 1980 to 1996 he held
various marketing, sales and division functions in South America and assumed
Managing Director roles in several European Countries before being appointed
Executive Vice President of Nestle S.A., responsible for Zone Americas. As of 10
April 2008, Paul Bulcke will become Chief Executive Officer of Nestle S.A. With
the shareholders' approval he will be appointed by the Board as 'administrateur
delegue', as per Nestle's traditional governance model.


Mr. Beat W. Hess, Swiss, born 1949, is Group Legal Director of Royal Dutch Shell
plc, responsible on a worldwide level for legal and intellectual property
services as well as for the Shell Compliance Office. He is a member of the Shell
Group Executive Committee.

The Board believes that with his long business experience and strong legal
background he is well suited to follow Mr. Peter Bockli on the Company's Board.


For further details on the nominees, see biographies on the internet

(www.nestle.com).



4.3 Re-election of the Auditors

(Accounts of Nestle S.A. and consolidated accounts of the Nestle Group)

Proposal

Re-election of KPMG Klynveld Peat Marwick Goerdeler S.A., London and Zurich

(for a term of one year).


5 Capital reduction and share split

5.1 Capital reduction

Proposal

Cancellation of 10 072 500 shares repurchased under the Share Buy-Back Programme

launched on 24 August 2007, and reduction of share capital by CHF 10 072 500.

Article 5 of the Articles of Association shall be amended accordingly.


Explanation

On 24 August 2007, Nestle S.A. launched its current Share Buy-Back Programme
over a second trading line on virt-x.


The Board of Directors proposes that the shareholders approve the cancellation
of 10 072 500 shares repurchased over the second trading line on virt-x and that
the share capital in Article 5 of the Articles of Association be reduced
accordingly.



In a special audit report for the Annual General Meeting, the Auditors KPMG
Klynveld Peat Marwick Goerdeler S.A. confirmed that the claims of the creditors
are fully covered even after the capital reduction.



The capital reduction by cancellation of shares can only be accomplished after
publication of three notices to creditors in accordance with Article 733 of the
Swiss Code of Obligations. Such notices to creditors will be published after the
Annual General Meeting in the Swiss Official Gazette of Commerce. After lapse of
the two-month waiting period required by law, the capital reduction can be
effected and entered in the Commercial Register.


5.2 Share split

Proposal

Split of the nominal value of CHF 1.- of the shares at a 1:10 ratio and
respective increase of the number of shares.


Articles 5 and 5bis para. 1 of the Articles of Association shall be amended
accordingly.


Explanation

The stock market price of the Nestle S.A. share is relatively high compared with
the companies that are in Nestle's peer group. The split of the nominal value of
the share at a 1:10 ratio is intended to increase the liquidity and tradability
of the shares. Shareholders do not need to take any action as a result of the
share split.


5.3 Amendments to Articles 5 and 5bis para. 1 of the Articles of Association

Proposal

To the extent that the Annual General Meeting approves the proposals of the
Board of Directors set forth in Agenda Items 5.1 and 5.2, the Board of Directors
proposes that Articles 5 and 5bis para. 1 of the Articles of Association be
amended as follows:


Article 5 Share capital

The share capital is CHF 383 000 000 (three hundred and eighty-three million
Swiss Francs) divided into 3 830 000 000 fully paid up registered shares having
a nominal value of CHF 0.10 each.


Article 5bis para. 1 Conditional share capital

1 By the exercise of conversion or option rights, the share capital of the
Company may be increased by a maximum of CHF 10 000 000 (ten million Swiss
Francs), by the issue of a maximum of 100 000 000 registered shares having a
nominal value of CHF 0.10 each 

Explanation

Articles 5 and 5bis para. 1 of the Articles of Association have to be amended in
line with the shareholders' resolutions for Agenda Items 5.1 and 5.2. These
amendments will only be entered into the Commercial Register after the
completion of the capital reduction, i.e., after the two-month waiting period
required by law. In the event the complete revision of the Articles of
Association as proposed under Agenda Item 6 is approved, these amendments will
be reflected in the new Articles 3 and 3bis para. 1.


6 Complete revision of the Articles of Association

Proposal

Approval of the proposed revised Articles of Association as published in the
Swiss Official Gazette of Commerce.


Explanation

Please refer to the Chairman's Letter and the Report of the Board of Directors
on the Revision of the Articles of Association. The text of the proposed revised
Articles of Association is published in the Swiss Official Gazette of Commerce,
the Report of the Board of Directors on the Revision of the Articles of
Association and on our homepage

(www.nestle.com).


Based on Article 36 para. 2 of the Articles of Association, the resolution under
this Agenda Item requires a majority of two thirds of the votes represented at
this Annual General Meeting.


Admission cards


Admission cards can be ordered at any time prior to 12:00 a.m. (noon) on
Thursday 3 April 2008, at the latest, from the Share Transfer Office in Cham, by
means of the enclosed reply form. The mailing of admission cards will start on
Tuesday 25 March 2008.

Only shareholders who are on record in the share register with voting rights on
21 March 2008, are entitled to exercise their voting rights.


Proxies

If you are unable to attend the Annual General Meeting in person, you can be
represented by another shareholder registered with voting rights, by Nestle S.A.
or by the independent representative pursuant to Article 689c of the Swiss Code
of Obligations, Mr. Jean-Ludovic Hartmann, attorney, Boulevard de Perolles 7,
CH-1701 Fribourg, Switzerland. The enclosed reply form can be used to grant a
proxy as well as to give voting instructions to the independent representative.
If the independent representative does not receive written voting instructions
for some or all of the proposals, he will vote in favour of the Board of
Directors' proposals. Nestle S.A. will only represent shareholders if they want
to approve the proposals of the Board of Directors. All proxies with different
instructions will be passed on to the independent representative. Signed proxies
left blank will be deemed to be a mandate to Nestle S.A. to vote in favour of
the Board of Directors' proposals. The reply form is to be sent to the Share
Transfer Office in Cham or directly to the independent representative by using
the appropriate envelope.

You will find enclosed the summary of the Management Report 2007 which will give
you a brief overview of the financial results of the business year of Nestle
S.A. and of the Nestle Group. If you wish to have more detailed information on
the financial results and an insight into our different areas of activity, we
invite you to order the full Management Report 2007, which will be available as
from 14 March 2008. For this purpose, please tick the appropriate box on the
attached reply form. Should you also wish to receive the Half-yearly Report
January/ June 2008, which will be published in August 2008, we invite you to
tick the corresponding box on the same reply form. These documents will also be
available on our homepage (www.nestle.com).

Please address all correspondence regarding the Annual General Meeting to the
Share Transfer Office of Nestle S.A., P.O. Box 380, CH-6330 Cham, phone +41 41
785 20 20, fax +41 41 785 20 24.

                                                               Yours faithfully,

                                                                     NESTLE S.A.

                                                              BOARD OF DIRECTORS


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