July 2, 2008
Nestle X.X.
Xxxxxx Xxxxxx, 00
XX-0000 Xxxxx
Xxxxxxxxxxx
Attention: Xxxxx Xxxxx, Esq.
NESTLE S.A. - Change in the ADS to Share Ratio
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Ladies and Gentlemen:
Reference is made to the Second Amended and Restated Deposit Agreement,
dated as of May 23, 2007 (the "Deposit Agreement"), by and among Citibank, NA.,
as Depositary (the "Depositary"), Nestle S.A. (the "Company"), and all Holders
and Beneficial Owners of American Depositary Shares ("ADSs") issued thereunder,
each four (4) ADSs representing one (1) Share (as defined in the Deposit
Agreement). Capitalized terms used herein without definition shall have the
meaning assigned thereto in the Deposit Agreement.
The Depositary and the Company agree that, effective as of July 3, 2008,
the ADS to Share ratio will be one (1) Share to one (1) ADS and that the
Depositary will file a copy of the form of ADR that evidences the ADSs and that
reflects the new ADS to Share ratio pursuant to Rule 424(b), under the
Securities Act, in respect of Form F-6 Registration Statement (Reg. No.
333-150565). Furthermore, the nominal value of the Shares has been reduced to
CHF 0.10; section 1.36 of the Deposit Agreement is hereby amended to reflect
this change and the reference to the nominal value in the Form of ADR attached
thereto will be deleted.
The Company has informed the Depositary that, as a result of a change in
the Company's Articles of Association approved by the Annual General Meeting of
Shareholders on April 10, 2008, the maximum percentage of voting rights a
shareholder can exercise was changed from 3% to 5%. Accordingly, the Company and
the Depositary agree that the Deposit Agreement is hereby amended on section 3.6
as well as the Form of ADR attached thereto on section 6 to reflect the change.
This letter agreement amends the Deposit Agreement, but is not intended to
materially prejudice any substantial existing rights of Holders or Beneficial
Owners of ADSs. The Depositary will mail to the holders of ADSs a notice of
ratio change substantially in form of Exhibit A hereto.
The Company and the Depositary will make reference to the terms of this
letter agreement in, and attach an executed copy hereof to, the next
Registration Statement on Form F-6 (or the next amendment thereto) filed with
the Securities and Exchange Commission in respect of the ADSs.
This letter agreement shall be interpreted in accordance with, and all the
rights and obligations hereunder shall be governed by, the laws of the State of
New York without regard to the principles of conflicts of law thereof.
The Company and the Depositary have caused this letter agreement to be
executed and delivered on their behalf by their respective officers thereunto
duly authorized as of the date set forth above.
CITIBANK, N.A., as
Depositary
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Vice President
Acknowledged and Agreed:
NESTLE S.A.
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: Senior Vice President
By: /s/ Xxxx-Xxxx Xxxxxx
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Name: Xxxx-Xxxx Xxxxxx
Title: E. Treasurer
Exhibit A
NOTICE OF CHANGE OF RATIO FOR NESTLE S.A.
AMERICAN DEPOSITARY SHARES
TO THE HOLDERS AND BENEFICIAL OWNERS OF
AMERICAN DEPOSITARY SHARES ("ADSs")
OF NESTLE S.A.
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COMPANY: NESTLE S.A., a company incorporated under the laws
of Switzerland.
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DEPOSITARY: CITIBANK, N.A.
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DEPOSITED SECURITIES: Registered Shares of the Company (the "Shares").
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DEPOSIT AGREEMENT: Second Amended and Restated Deposit Agreement,
dated as of May 23, 2007 (the "Deposit Agreement"),
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by and among the Company, the Depositary and all
Holders and Beneficial Owners of ADSs issued
thereunder. Unless otherwise defined herein, all
capitalized terms used herein shall have the
meaning given to such terms in the Deposit
Agreement.
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ADS CUSIP NO: 000000000
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The Company is effecting a 10-to-1 split of its Shares in the local
market. The record date for the forward split of Shares in the local market is
June 27, 2008. As a result of the forward split, each ADS will represent 2.5
Shares. In connection with the Share split, the Company and the Depositary have
agreed to further change the ADS to Share ratio ("New Ratio") as follows:
Existing Ratio: 4 ADSs to 1 Share
Forward Split Ratio: 1 ADS to 2.5 Shares
New Ratio (with ADS distribution): 1 ADS to 1 Share
The Effective Date for the new ratio is July 3, 2008. In connection with
the Share split and the ADS to Share ratio change, existing holders of ADSs will
receive 1.5 new ADSs for each ADS held. The Depositary will not issue fractional
ADSs. Existing holders of ADSs will receive whole ADSs only. Any entitlement for
fractional ADSs will be sold and the net proceeds from such sale will be
remitted by the Depositary to the applicable ADS holders.
The new ADSs will be issued as "uncertificated ADSs" and will be credited
to an account in the name of the ADS holders on the books of the Depositary. A
statement reflecting the new ADSs issued to the existing ADS holders will be
mailed to ADS holders promptly.
Please note that the American Depositary Receipts ("ADRs") issued prior to
the date hereof, which do not reflect the new ADS to Share ratio, do not need to
be exchanged for new ADRs and may remain outstanding until such time the Holder
chooses to surrender them for any reason under the Deposit Agreement. If you
wish to exchange your ADR(s) for "uncertificated ADSs" please follow the
instructions included with the account statement that the Depositary will mail
to you.
The Company has informed the Depositary that, as a result of a change in
the Company's Articles of Association approved by the Annual General Meeting of
Shareholders on April 10, 2008, the maximum percentage of voting rights a
shareholder can exercise was changed from 3% to 5%.
If you have any questions regarding the above, please contact Citibank, N.A. at
0-000-000-0000.
CITIBANK, N.A., as Depositary
June 16, 2008
