Bond Nestlé Group 1.125% ( XS2363914933 ) in USD

Nestlé Group

100 % ▲

United States

XS2363914933 ( in USD )

1.125% per year ( payment 2 times a year)

12/07/2026

Prospectus brochure of the bond Nestle Holdings XS2363914933 en USD 1.125%, maturity 12/07/2026

2 000 USD

300 000 000 USD

13/07/2026 ( In 300 days )

Nestlé Holdings is a Swiss multinational food and drink processing conglomerate corporation headquartered in Vevey, Vaud, Switzerland.

A new fixed-income opportunity is presented by Nestle Holdings, a key financing entity of the globally renowned Nestlé S.A. group. Nestle Holdings, the issuer of this bond, serves as a crucial financing arm for Nestlé S.A., one of the world's largest and most diversified food and beverage companies. Headquartered in Vevey, Switzerland, Nestlé S.A. commands a formidable global presence with an expansive portfolio of iconic brands spanning nutrition, health, culinary products, and more. This profound market leadership, robust financial health, and consistent cash flow generation underpin the strong credit profile often associated with its subsidiaries, including Nestle Holdings, which is instrumental in managing the group's capital structure and funding its strategic initiatives globally. This particular bond, identified by the International Securities Identification Number (ISIN) XS2363914933, is a U.S. dollar-denominated instrument (USD) issued out of the United States. It carries a fixed coupon rate of 1.125%, providing regular interest income to investors. The bond is currently trading at par, or 100% of its face value, reflecting its current market valuation. The total issue size for this offering stands at $300,000,000, indicating a substantial capital raise. Prospective investors should note the minimum purchase increment, set at $2,000, which defines the smallest allowable investment in this security. The bond has a defined maturity date of July 12, 2026, and its interest payments are structured to occur semi-annually, ensuring a predictable income stream for bondholders over its lifespan.

PROSPECTUS
30 May 2022

Nestlé Holdings, Inc.
(incorporated in the State of Delaware with limited liability)
and
Nestlé Finance International Ltd.
(incorporated in Luxembourg with limited liability)
Debt Issuance Programme
Notes issued by Nestlé Finance International Ltd.
and by Nestlé Holdings, Inc. will be guaranteed by
Nestlé S.A.
(incorporated in Switzerland with limited liability)
Under this Debt Issuance Programme (the "Programme") each of Nestlé Holdings, Inc. and Nestlé Finance International Ltd. (each
an "Issuer", and together the "Issuers") may from time to time, and subject to applicable laws and regulations, issue debt securities
(the "Notes") denominated in any currency agreed by the Issuer of such Notes (the "relevant Issuer") and the relevant Dealer (as
defined herein). Notes issued by Nestlé Holdings, Inc. and Nestlé Finance International Ltd. will be irrevocably guaranteed by
Nestlé S.A. (the "Guarantor") as described in "Form of the Guarantee". This Prospectus supersedes any previous Prospectus issued
by the Issuers and the Guarantor.
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent
authority under the Luxembourg Act dated 16 July 2019 on prospectuses for securities (the "Luxembourg Prospectus Act"), for
the approval of this Prospectus as a base prospectus for the purpose of Regulation (EU) 2017/1129 (the "Prospectus Regulation").
Application has been made to the Luxembourg Stock Exchange for Notes issued under the Programme during the period of twelve
months from the date of this Prospectus to be listed on the official list of the Luxembourg Stock Exchange (the "Luxembourg
Official List") and for such Notes to be admitted to trading on the regulated market operated by the Luxembourg Stock Exchange
(the "Luxembourg Regulated Market"). The Luxembourg Regulated Market is a regulated market for the purposes of Directive
2014/65/EU of the European Parliament and of the Council on markets in financial instruments, as amended ("MiFID II").
The CSSF assumes no responsibility for the economic and financial soundness of the transactions contemplated by this Prospectus
or the quality or solvency of the Issuers in accordance with Article 6(4) of the Luxembourg Prospectus Act. Pursuant to the
Luxembourg Prospectus Act, the CSSF is not competent to approve prospectuses for the offering to the public or for the admission
to trading on regulated markets of money market instruments having a maturity at issue of less than 12 months.
This Prospectus has been approved as a base prospectus by the CSSF, as competent authority under the Prospectus Regulation.
The CSSF only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed
by the Prospectus Regulation. Such approval should not be considered as an endorsement of either of the Issuers, the Guarantor or
the quality of the Notes that are the subject of this Prospectus and investors should make their own assessment as to the suitability
of investing in the Notes.
This Prospectus will expire as a base prospectus under the Prospectus Regulation 12 months from 30 May 2022. The obligation to
supplement this Prospectus in the event of significant new factors, material mistakes or material inaccuracies will not apply
following the expiry of that period.
Factors which may affect the relevant Issuer's or the Guarantor's ability to fulfil their respective obligations under Notes
to be issued under the Programme and the Guarantee, respectively, and factors which are material for the purpose of
assessing the market risks associated with Notes issued under the Programme are set out in "Risk Factors" below.

Arranger
Credit Suisse
Dealers
BNP PARIBAS
Citigroup
Credit Suisse
Deutsche Bank
HSBC
RBC Capital Markets
TD Securities
UBS Investment Bank

ABOUT THIS DOCUMENT
What is this document?
This document (the "Prospectus") relates to the Debt Issuance Programme (the "Programme") of Nestlé
Holdings, Inc. and Nestlé Finance International Ltd. (each an "Issuer", and together the "Issuers") under which
each Issuer may from time to time issue notes (the "Notes") denominated in any currency agreed by the Issuer
of such Notes (the "relevant Issuer") and the relevant Dealer(s) (as defined below). Payment obligations under
Notes issued by Nestlé Holdings, Inc. and by Nestlé Finance International Ltd. will be guaranteed by Nestlé
S.A. (the "Guarantor") as described in the "Form of the Guarantee" section of this Prospectus. This Prospectus
contains information describing the business activities of each Issuer and the Guarantor as well as certain
financial information and material risks faced by them. It is intended to provide the necessary information which
is material to an investor for making an informed assessment of (i) the assets and liabilities, profits and losses,
financial position, and prospects of each Issuer and the Guarantor, (ii) the rights attaching to the Notes, and (iii)
the reasons for the issuance and its impact on the relevant Issuer.
This Prospectus is valid for one year from the date hereof and may be supplemented from time to time to reflect
any significant new factor, material mistake or material inaccuracy relating to the information included in it.
What types of Notes does this Prospectus relate to?
This Prospectus relates to the issuance of three different types of Notes: Fixed Rate Notes, on which the Issuer
will pay interest at a fixed rate; Floating Rate Notes, on which the Issuer will pay interest at a floating rate; and
Zero Coupon Notes, which do not bear interest. Notes may also be issued as a combination of these options.
Where are the contractual terms of any particular Notes located?
The contractual terms of any particular issuance of Notes will be comprised of the terms and conditions set out
in "Terms and Conditions of the Notes" at pages 80 to 117 of this Prospectus (the "Conditions"), as completed
by a separate Final Terms document, which is specific to that issuance of Notes (the "Final Terms").
The Conditions are comprised of numbered provisions (1 18) including generic provisions that are applicable
to Notes generally and certain optional provisions that will only apply to certain issuances of Notes.
The following provisions within the Conditions (together with the introductory wording appearing before
Condition 1 on pages 80 to 81) apply to Notes generally:
·
Condition 1 (Form, Denomination, Title and Transfer)
·
Condition 2 (Status of the Notes and Guarantee)
·
Condition 3 (Negative Pledge)
·
Condition 7 (Taxation)
·
Condition 8 (Prescription)
·
Condition 9 (Events of Default)
·
Condition 10 (Replacement of Notes, Coupons and Talons)
·
Condition 11 (Agent and Paying Agents, Registrar and Transfer Agent)
·
Condition 12 (Exchange of Talons)

3

·
Condition 13 (Substitution)
·
Condition 14 (Notices)
·
Condition 15 (Meetings of Noteholders, Modification and Waiver)
·
Condition 16 (Further Issues)
·
Condition 17 (Third Party Rights)
·
Condition 18 (Governing Law and Submission to Jurisdiction)
The following Conditions contain certain optional provisions that will only apply to certain issuances of Notes:
·
Condition 4 (Interest)
·
Condition 5 (Payments)
·
Condition 6 (Redemption and Purchase)
The applicable Final Terms will specify which optional provisions apply to any particular issuance of Notes.
What other documents should I read?
This Prospectus contains the necessary information which is material to an investor for making an informed
assessment of (i) the assets and liabilities, profits and losses, financial position, and prospects of each Issuer
and the Guarantor, (ii) the rights attaching to the Notes, and (iii) the reasons for the issuance and its impact on
the relevant Issuer. Some of this information (such as the latest publicly available financial information relating
to each Issuer and the Guarantor) is incorporated by reference into the Prospectus and some of this information
is completed in the Final Terms.
Before making any investment decision in respect of any Notes, you should read this Prospectus, together
with the documents incorporated by reference, as well as the Final Terms relating to such Notes.
Copies of the Prospectus and the Final Terms relating to any Notes will be made available for viewing on the
Nestlé Group investor relations website at www.nestle.com/investors and are also expected to be published on
the website of the Luxembourg Stock Exchange at www.bourse.lu.
What information is included in the Final Terms?
While this Prospectus includes general information about all Notes, the Final Terms is the document that sets
out the specific details of each particular issuance of Notes.
The Final Terms will contain the relevant economic terms applicable to any particular issuance of Notes. The
Final Terms will contain, for example:
·
the issue date;
·
the currency;
·
the interest basis (i.e. fixed rate, floating rate or zero coupon) and the interest rate (if any);
·
the interest payment dates (if any);
·
the scheduled maturity date and redemption amount; and

4

·
any other information needed to complete the Conditions (identified in the Conditions by the words "as
specified in the applicable Final Terms" or other equivalent wording).
Wherever the Conditions provide optional provisions, the Final Terms will specify which of those provisions
apply to a specific issuance of Notes.
Is any part of this Prospectus relevant to particular types of Note only?
This Prospectus includes information that is relevant to all types of Notes that may be issued under the
Programme, however, certain sections of this Prospectus are relevant to particular types of Notes only.
As described above, certain of the Conditions provide optional provisions that will only apply to certain
issuances of Notes. The Final Terms will specify which optional provisions within the Conditions will apply to
a specific issuance of Notes.
What if I have further queries relating to this Prospectus and the Notes?
Please refer to "How do I use this Prospectus?" below starting on page 10. If you have any questions regarding
the content of this Prospectus, any Final Terms and/or any Notes or the actions you should take, it is
recommended that you seek professional advice from your broker, solicitor, accountant or other independent
financial adviser before deciding whether or not to invest.

5

IMPORTANT INFORMATION
Unless otherwise specified, all references in this Prospectus to the "Prospectus Regulation" refer to Regulation
(EU) 2017/1129.
This Prospectus (together with any supplements to this Prospectus published from time to time), together with
all documents which are deemed to be incorporated herein by reference (see "Documents Incorporated by
Reference" on page 62) (a "Base Prospectus" which, as indicated below, shall be either a Retail Base Prospectus
or a Wholesale Base Prospectus), constitute two base prospectuses for the purposes of Article 8 of the
Prospectus Regulation: (i) a base prospectus for each Tranche of Notes issued under the Programme by Nestlé
Holdings, Inc. and (ii) a base prospectus for each Tranche of Notes issued under the Programme by Nestlé
Finance International Ltd.
The information on any websites included in this Prospectus do not form part of this Prospectus unless that
information is incorporated by reference into the Prospectus.
The Base Prospectus in respect of Nestlé Holdings, Inc. for each Tranche of Notes issued under the Programme
which have a minimum denomination of less than 100,000 (or its equivalent in any other currency) (the "Nestlé
Holdings, Inc. Retail Base Prospectus") includes all information contained within this Prospectus together with
all documents which are deemed to be incorporated herein by reference, except for: (i) any information relating
to Nestlé Finance International Ltd., Nestlé Finance International Ltd.'s Annual Financial Reports for the years
ended 31 December 2021 and 2020 referred to in paragraphs (v) and (vi) of "Documents Incorporated by
Reference", the Description of Nestlé Finance International Ltd. and the Selected Financial Information with
respect to Nestlé Finance International Ltd. on pages 159 to 162; (ii) Nestlé Finance International Ltd.'s
statements with respect to litigation and the statements of no significant change and no material adverse change;
(iii) the "Overview" section of the Prospectus on pages 48 to 53; and (iv) the Form of Final Terms which will
be completed for each Tranche of Notes issued under the Programme which have a minimum denomination of
at least 100,000 (or its equivalent in any other currency) on pages 143 to 153.
The Base Prospectus in respect of Nestlé Finance International Ltd. for each Tranche of Notes issued under the
Programme which have a minimum denomination of less than 100,000 (or its equivalent in any other currency)
(the "Nestlé Finance International Ltd. Retail Base Prospectus" and, together with the Nestlé Holdings, Inc.
Retail Base Prospectus, each a "Retail Base Prospectus") includes all information contained within this
Prospectus together with all documents which are deemed to be incorporated herein by reference, except for:
(i) any information relating to Nestlé Holdings, Inc. or Nestlé Holdings, Inc. and its subsidiaries, the Annual
Financial Report of Nestlé Holdings, Inc. and its subsidiaries for the years ended 31 December 2021 and 2020
referred to in paragraph (iv) of "Documents Incorporated by Reference", the Description of Nestlé Holdings,
Inc. and its subsidiaries and the Selected Financial Information with respect to Nestlé Holdings, Inc. and its
subsidiaries on pages 154 to 158; (ii) Nestlé Holdings, Inc.'s statements with respect to litigation and the
statements of no significant change and no material adverse change; (iii) the "Overview" section of the
Prospectus on pages 48 to 53; and (iv) the Form of Final Terms which will be completed for each Tranche of
Notes issued under the Programme which have a minimum denomination of at least 100,000 (or its equivalent
in any other currency) on pages 143 to 153.
The Base Prospectus in respect of Nestlé Holdings, Inc. for each Tranche of Notes issued under the Programme
which have a minimum denomination of at least 100,000 (or its equivalent in any other currency) (the "Nestlé
Holdings, Inc. Wholesale Base Prospectus") includes all information contained within this Prospectus together
with all documents which are deemed to be incorporated herein by reference, except for: (i) any information
relating to Nestlé Finance International Ltd., Nestlé Finance International Ltd.'s Annual Financial Reports for
the years ended 31 December 2021 and 2020 referred to in paragraphs (v) and (vi) of "Documents Incorporated
by Reference", the Description of Nestlé Finance International Ltd. and the Selected Financial Information with

6

respect to Nestlé Finance International Ltd. on pages 159 to 162; (ii) the "About this Document" section on
pages 3 to 5; (iii) the "How do I use this Prospectus?" section on pages 10 to 11; (iv) the section "Important
Information relating to Public Offers of Notes" on pages 54 to 56; (v) Nestlé Finance International Ltd.'s
statements with respect to litigation and the statements of no significant change and no material adverse change;
(vi) the section "Information about the Programme" on pages 16 to 23; (vii) the section "How the Return on
your Investment is Calculated" on pages 57 to 61; and (viii) the Form of Final Terms which will be completed
for each Tranche of Notes issued under the Programme which have a minimum denomination of less than
100,000 (or its equivalent in any other currency) on pages 130 to 142.
The Base Prospectus in respect of Nestlé Finance International Ltd. for a Tranche of Notes issued under the
Programme which have a minimum denomination of at least 100,000 (or its equivalent in any other currency)
(the "Nestlé Finance International Ltd. Wholesale Base Prospectus" and, together with the Nestlé Holdings,
Inc. Wholesale Base Prospectus, each a "Wholesale Base Prospectus") includes all information contained
within this Prospectus together with all documents which are deemed to be incorporated herein by reference,
except for: (i) any information relating to Nestlé Holdings, Inc. or Nestlé Holdings, Inc. and its subsidiaries, the
Annual Financial Report of Nestlé Holdings, Inc. and its subsidiaries for the years ended 31 December 2021
and 2020 referred to in paragraph (iv) of "Documents Incorporated by Reference", the Description of Nestlé
Holdings, Inc. and its subsidiaries and the Selected Financial Information with respect to Nestlé Holdings, Inc.
and its subsidiaries on pages 154 to 158; (ii) the "About this Document" section on pages 3 to 5; (iii) the "How
do I use this Prospectus?" section on pages 10 to 11; (iv) the section "Important Information relating to Public
Offers of Notes" on pages 54 to 56; (v) Nestlé Holdings, Inc.'s statements with respect to litigation and the
statements of no significant change and no material adverse change; (vi) the section "Information about the
Programme" on pages 16 to 23; (vii) the section "How the Return on your Investment is Calculated" on pages
57 to 61; and (viii) the Form of Final Terms which will be completed for each Tranche of Notes issued under
the Programme which have a minimum denomination of less than 100,000 (or its equivalent in any other
currency) on pages 130 to 142.
Each Issuer accepts responsibility for the information contained in its Base Prospectus as described above and
the Final Terms for each tranche of Notes issued by it under the Programme. To the best of the knowledge and
belief of each Issuer, the information contained in its Base Prospectus is in accordance with the facts and makes
no omission likely to affect its import.
Nestlé S.A. accepts responsibility only for the information contained in this Prospectus together with all
documents which are deemed to be incorporated herein by reference, and any Final Terms, insofar as such
information relates to itself and the Guarantee described in "Form of the Guarantee". To the best of the
knowledge and belief of Nestlé S.A., the information about itself and the Guarantee contained in this Prospectus
and in the documents which are deemed to be incorporated herein by reference is in accordance with the facts
and makes no omission likely to affect its import.
Issues of Notes under the Programme will benefit from a guarantee given by the Guarantor. The Guarantor's
(and each Issuer's) senior long term debt obligations have been rated:
·
AA- by S&P Global Ratings, acting through S&P Global Ratings Europe Limited ("Standard & Poor's").
An obligation rated 'AA' differs from the highest-rated obligations only to a small degree. The obligor's
capacity to meet its financial commitments on the obligation is very strong. The minus (-) sign shows
relative
standing
within
the
rating
categories
(Source:
S&P,
https://disclosure.spglobal.com/ratings/en/regulatory/article/-/view/sourceId/504352); and
·
Aa3 by Moody's Italia S.r.l. ("Moody's"). Obligations rated Aa are judged to be of high quality and are
subject to very low credit risk. The modifier `3' indicates a ranking in the lower end of that generic rating
category (Source: Moody's, https://www.moodys.com/Pages/amr002002.aspx).

7

Each of Standard & Poor's and Moody's is established in the European Union and is registered under Regulation
(EC) No. 1060/2009 on credit rating agencies, as amended (the "CRA Regulation").
Notes to be issued under this Programme may be rated or unrated. Where an issue of Notes is rated, such rating
will be specified in the applicable Final Terms. A rating is not a recommendation to buy, sell or hold securities
and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Whether
or not each credit rating applied for in relation to a relevant Series of Notes will be issued by a credit rating
agency established in the European Union and registered under the CRA Regulation will be disclosed in the
applicable Final Terms.
In general, European regulated investors are restricted under the CRA Regulation from using credit ratings for
regulatory purposes if such rating is not issued by a credit rating agency established in the European Union and
registered under the CRA Regulation unless the rating is provided by a credit rating agency operating in the
European Union before 7 June 2010 which has submitted an application for registration in accordance with the
CRA Regulation and such registration has not been refused. The list of registered and certified rating agencies
published by the European Securities and Markets Authority ("ESMA") on its website in accordance with the
CRA Regulation is not conclusive evidence of the status of the relevant rating agency included in such list, as
there may be delays between certain supervisory measures being taken against a relevant rating agency and the
publication of the updated ESMA list. Certain information with respect to the credit rating agencies and ratings
referred to in this Prospectus and/or the Final Terms will be disclosed in the applicable Final Terms.
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes and the issue
price of Notes will be set out in a final terms document (the "Final Terms") which, with respect to Notes to be
listed on the Luxembourg Official List and to be admitted to trading on the Luxembourg Regulated Market will
be delivered to the CSSF and the Luxembourg Stock Exchange, in each case on or before the date of issue of
the Notes of such Tranche.
As used herein, "Series" means each original issue of Notes together with any further issues expressed to form
a single series with the original issue and the terms of which (save for the Issue Date, and/or the amount, and/or
the date of the first payment of interest thereon, and/or the date from which interest starts to accrue and/or the
Issue Price, as applicable (as indicated in the applicable Final Terms)) are identical (including Maturity Date,
Interest Basis, Redemption/Payment Basis and Interest Payment Dates (if any) and whether or not the Notes
are admitted to trading). As used herein, "Tranche" means all Notes of the same Series with the same Issue Date
and Interest Commencement Date (if applicable).
Nestlé Holdings, Inc., subject to applicable laws and regulations, may agree to issue Notes in registered form
("Registered Notes"), substantially in the form scheduled to the Note Agency Agreement (as defined under
"Terms and Conditions of the Notes"). With respect to each Tranche of Registered Notes, Nestlé Holdings, Inc.
has appointed a registrar and a transfer agent and paying agent and may appoint other or additional transfer
agents and paying agents either generally or in respect of a particular Series of Registered Notes.
Copies of Final Terms will be available for viewing on the Nestlé Group investor relations website at
www.nestle.com/investors. Copies are also expected to be published on the website of the Luxembourg Stock
Exchange.
No Dealer (as defined herein) has separately verified all the information contained herein. Accordingly, no
representation, warranty or undertaking, express or implied, is made and no responsibility is accepted by any
Dealer as to the accuracy or completeness of the information contained or incorporated by reference in this
Prospectus or any other information provided by any of the Issuers or the Guarantor. No Dealer accepts any
liability in relation to the information contained or incorporated by reference in this Prospectus or any other
information provided by any of the Issuers or the Guarantor in connection with the Programme or the issue of
Notes.

8

No person has been authorised by any of the Issuers or the Guarantor to give any information or to make any
representation which is not contained in or incorporated by reference in or which is not consistent with this
Prospectus or any other information supplied in connection with the Programme and, if given or made, such
information or representation must not be relied upon as having been authorised by any of the Issuers, the
Guarantor or any Dealer.
Neither this Prospectus nor any other information supplied in connection with the Programme or any Notes
should be considered as a recommendation by any of the Issuers, the Guarantor or any Dealer that any recipient
of this Prospectus or any other information supplied in connection with the Programme or any Notes should
purchase any Notes. Each investor contemplating purchasing any Notes should make its own independent
investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the relevant
Issuer and the Guarantor. Neither this Prospectus nor any other information supplied in connection with the
Programme or the issue of any Notes constitutes an offer or invitation by or on behalf of any of the Issuers, the
Guarantor or any Dealer to any person to subscribe for or to purchase any Notes.
The delivery of this Prospectus does not at any time imply that the information contained herein concerning
any of the Issuers or the Guarantor is correct at any time subsequent to the date hereof or that any other
information supplied in connection with the Programme or any Notes is correct as of any time subsequent to
the date indicated in the document containing the same. The Dealers expressly do not undertake to review the
financial condition or affairs of any of the Issuers or the Guarantor during the life of the Programme or to advise
any investor in the Notes of any information coming to their attention.

9

HOW DO I USE THIS PROSPECTUS?
You should read and understand fully the contents of this Prospectus, including any documents incorporated by
reference, and the relevant Final Terms before making any investment decision in respect of any Notes. This
Prospectus contains important information about the Issuers, the Guarantor, the Nestlé Group, the terms of the
Notes and the terms of the Guarantee, as well as describing certain risks relating to the Issuers, the Guarantor,
the Nestlé Group and their businesses and also other risks relating to an investment in the Notes generally. The
Guarantor is the ultimate holding company of the Nestlé group of companies (described in this Prospectus as
the "Nestlé Group" or "Group"). An overview of the various sections comprising this Prospectus is set out
below.
The "Important Information Relating to Public Offers of Notes" section contains important information
regarding the basis on which this Prospectus may be used for the purpose of making public offers of Notes.
The "Risk Factors" section describes the principal risks and uncertainties which may affect the ability of the
Issuers and/or the Guarantor to fulfil their respective obligations under the Notes and/or the Guarantee.
The "Information About the Programme" section provides an overview of the Programme in order to assist the
reader.
The "How the Return on Your Investment is Calculated" section sets out worked examples of how the interest
amounts are calculated under a variety of scenarios and how the redemption provisions will affect the Notes.
The "Documents Incorporated by Reference" section sets out the information that is deemed to be incorporated
by reference into this Prospectus. This Prospectus should be read together with all information which is deemed
to be incorporated into this Prospectus by reference.
The "Form of the Notes" section provides a summary of certain terms of the global Notes which apply to the
Notes (including Notes issued in registered form by Nestlé Holdings, Inc.) while they are held in global form
by the clearing systems.
The "Terms and Conditions of the Notes" section sets out the terms and conditions which apply to any Notes
that may be issued under the Programme. The relevant Final Terms relating to any offer of Notes will complete
the terms and conditions of those Notes and should be read in conjunction with the "Terms and Conditions of
the Notes" section.
The "PRC Currency Controls" section provides a general description of certain applicable currency controls in
the People's Republic of China relating to Notes denominated in Renminbi.
The "Use of Proceeds" section describes the manner in which each Issuer intends to use the proceeds from
issues of Notes under the Programme.
The "Form of the Guarantee" section sets out a summary of certain terms of the form of the Guarantee as well
as the form of the Guarantee (subject to completion) to be executed and delivered by the Guarantor in respect
of all Notes issued by Nestlé Holdings, Inc. and by Nestlé Finance International Ltd.
The "Form of Final Terms" section sets out the template for the Final Terms that the relevant Issuer will prepare
and publish when offering any Notes under the Programme. Any such completed Final Terms will detail the
relevant information applicable to each respective offer, amended to be relevant only to the specific Notes being
offered.
The "Nestlé Holdings, Inc." section provides certain information about Nestlé Holdings, Inc., as well as the
nature of its business and summary financial information relating to Nestlé Holdings, Inc. and its subsidiaries.

10