Final Terms Dated 28 November 2012 NESTLÉ FINANCE .
Final TermsDated 28 November 2012NESTLÉ FINANCE INTERNATIONAL LTD.Issue of 400,000,000 2.250 per cent. Notes due 30 November 2023Guaranteed by Nestlé S.A.under the Debt Issuance ProgrammePART ACONTRACTUAL TERMSThe Prospectus dated 10 May 2012 as supplemented from time to time referred tobelow (as completed by these Final Terms) has been prepared on the basis that, exceptas provided in sub-paragraph (ii) below, any offer of Notes in any Member State of theEuropean Economic Area which has implemented the Prospectus Directive(2003/71/EC) as amended (which includes the amendments made by Directive2010/73/EU to the extent that such amendments have been implemented in a MemberState) (each, a Relevant Member State ) will be made pursuant to an exemption underthe Prospectus Directive, as implemented in that Relevant Member State, from therequirement to publish a prospectus for offers of the Notes. Accordingly, any personmaking or intending to make an offer of the Notes may only do so in:(i)circumstances in which no obligation arises for the Issuer or any Dealer orBookrunner to publish a prospectus pursuant to Article 3 of the ProspectusDirective or supplement a prospectus pursuant to Article 16 of the ProspectusDirective, in each case in relation to such offer; or(ii)those Public Offer Jurisdictions mentioned in Paragraph 10 of Part B below,provided such person is one of the persons mentioned in Paragraph 10 of Part Bbelow and that such offer is made during the Offer Period specified for suchpurposes therein.Neither the Issuer nor any Dealer or Bookrunner has authorised, nor do they authorise,the making of any offer of Notes in any other circumstances.Terms used herein shall be deemed to be defined as such for the purposes of the Termsand Conditions set forth in the Prospectus dated 10 May 2012 as supplemented by theSupplementary Prospectuses dated 10 August 2012 and 24 August 2012 which togetherconstitute a base prospectus for the purposes of the Prospectus Directive (Directive2003/71/EC) (the Prospectus Directive ). This document constitutes the Final Termsof the Notes described herein for the purposes of Article 5.4 of the Prospectus Directiveand must be read in conjunction with the Prospectus as so supplemented includingdocuments incorporated by reference. Full information on the Issuer, the Guarantor andthe offer of the Notes is only available on the basis of the combination of these FinalTerms and the Prospectus as so supplemented. The Prospectus and the SupplementaryProspectuses are available for viewing on the Nestlé Group s investor relationswebsite, which can be found at www.nestle.com/investors and is available on newshome.html.LON23283792/1
1. (a)(b)2. (a)(b)Issuer:Nestlé Finance International Ltd.Guarantor:Nestlé S.A.Series Number:67Tranche Number:13. Specified Currency orCurrencies:Sterling ( )4. Aggregate Nominal Amount:(a)Series: 400,000,000(b)Tranche: 400,000,0005. Issue Price:99.421 per cent. of the Aggregate NominalAmount6. (a)SpecifiedDenominations: 1,000Calculation Amount: 1,000Issue Date:30 November 2012InterestCommencementDate:Issue Date(b)7. (a)(b)8. Maturity Date:30 November 20239. Interest Basis:2.250 per cent. Fixed Rate (further particularsspecified below)10. Redemption/Payment Basis:Redemption at par11. Change of Interest Basis orRedemption/Payment Basis:Not Applicable12. Put/Call Options:Not Applicable13. (a)Status of the NotesSeniorStatus of theGuarantee:Senior(b)LON23283792/1Page 2
(c)Date Board approvalfor issuance of Notesand Guaranteeobtained14. Method of distribution:5 April 2012 and 21 September 2012,respectivelySyndicatedPROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE15. Fixed Rate Note ProvisionsApplicable(a)Rate(s) of Interest:2.250 per cent. per annum payable annually inarrear on each Interest Payment Date(b)Interest PaymentDate(s):30 November in each year from and including30 November 2013 up to, and including, theMaturity Date adjusted in accordance with theFollowing Business Day Convention, with theAdditional Business Centres for the definition ofBusiness Day being, in addition to a day onwhich the TARGET2 System is open, Londonand Zurich, with no adjustment for period enddates.(c)Fixed CouponAmount(s):(Applicable to Notesin definitive form) 22.50 per Calculation Amount payable on eachInterest Payment Date(d)Broken Amount(s):(Applicable to Notesin definitive form)Not Applicable(e)Day Count Fraction:Actual/Actual (ICMA)(f)DeterminationDate(s):30 November in each year(g)Other terms relatingto the method ofcalculating interestfor Fixed Rate Notes:Not Applicable16. Floating Rate NoteProvisionsNot Applicable17. Zero Coupon NoteProvisionsNot ApplicableLON23283792/1Page 3
18. Index Linked Interest NoteProvisionsNot Applicable19. Dual Currency Interest NoteProvisionsNot ApplicablePROVISIONS RELATING TO REDEMPTION20. Issuer CallNot Applicable21. Investor PutNot Applicable22. Final Redemption Amount: 1,000 per Calculation AmountIn cases where the FinalRedemption Amount is IndexLinked or other variablelinked:Not Applicable23. Early Redemption Amount:Early Redemption Amountpayable on redemption fortaxation reasons or on eventof default and/or the methodof calculating the same (ifrequired or if different fromthat set out in Condition6(g)): 1,000 per Calculation AmountGENERAL PROVISIONS APPLICABLE TO THE NOTES24. Form of Notes:Temporary Global Note exchangeable for aPermanent Global Note on and after theExchange Date.The Permanent Global Note is exchangeable inwhole, but not in part, for Definitive Notes (a) atthe request of the Issuer; and/or (b) (free ofcharge) upon the occurrence of an ExchangeEvent (as described in Form of the Notes inthe Prospectus dated 10 May 2012).Notes shall not be physically delivered inBelgium, except to a clearing system, adepository or other institution for the purpose oftheir immobilisation in accordance with Article4 of the Belgian Law of 14 December 2005.25. New Global Note:LON23283792/1YesPage 4
26. Additional FinancialCentre(s) or other specialprovisions relating toPayment Days:Not Applicable27. Talons for future Coupons orReceipts to be attached toDefinitive Notes (and dateson which such Talonsmature):No28. Details relating to Partly Paid Not ApplicableNotes: amount of eachpayment comprising theIssue Price and date on whicheach payment is to be madeand consequences of failureto pay, including any right ofthe Issuer to forfeit the Notesand interest due on latepayment:29. Details relating to InstalmentNotes:Not Applicable30. Redenomination andRenominalisation:Not Applicable31. Other terms or specialconditions:Not Applicable32. Swiss Notes:Not ApplicableDISTRIBUTION33. (a)If syndicated, namesand addresses ofBookrunners andunderwritingcommitments:Barclays Bank PLC5 The North ColonnadeCanary WharfLondon E14 4BBUnderwriting Commitment: 43,000,000Goldman Sachs InternationalPeterborough Court133 Fleet StreetLondon EC4A 2BBUnderwriting Commitment: 43,000,000HSBC Bank plc8 Canada SquareLondon E14 5HQUnderwriting Commitment: 43,000,000LON23283792/1Page 5
The Royal Bank of Scotland plc135 BishopsgateLondon EC2M 3URUnderwriting Commitment: 43,000,000Banco Santander, S.A.Ciudad Grupo SantanderAvda. Cantabria S/N Edificio Encinar28660 Boadilla del MonteMadrid-EspañaUnderwriting Commitment: 22,800,000BNP Paribas10 Harewood AvenueLondon NW1 6AAUnderwriting Commitment: 22,800,000Citigroup Global Markets LimitedCitigroup CentreCanada SquareCanary WharfLondon E14 5LBUnderwriting Commitment: 22,800,000Credit Suisse Securities (Europe) LimitedOne Cabot SquareCanary WharfLondon E14 4QJUnderwriting Commitment: 22,800,000Deutsche Bank AG, London BranchWinchester House1 Great Winchester StreetLondon EC2N 2DBUnderwriting Commitment: 22,800,000J.P. Morgan Securities plc25 Bank StreetCanary WharfLondon E14 5JPUnderwriting Commitment: 22,800,000Merrill Lynch International2 King Edward StreetLondon EC1A 1HQUnderwriting Commitment: 22,800,000Mitsubishi UFJ Securities International plcRopemaker Place25 Ropemaker StreetLondon EC2Y 9AJUnderwriting Commitment: 22,800,000LON23283792/1Page 6
Société GénéraleTours Société Générale17, cours Valmy92987 Paris La Défense CedexFranceUnderwriting Commitment: 22,800,000UBS Limited1 Finsbury AvenueLondon EC2M 2PPUnderwriting Commitment: 22,800,000(b)Date of SyndicationAgreement:28 November 2012(c)StabilisingBookrunner (if any):HSBC Bank plc34. If non-syndicated, name andaddress of relevant Dealer:Not Applicable35. Total commission andconcession:0.30 per cent. of the Aggregate NominalAmount36. U.S. Selling Restrictions:Reg. S Compliance Category 2; TEFRA D37. Non-exempt Offer:Applicable38. Additional sellingrestrictions:Not Applicable39. Spot Rate (if different fromthat set out in Condition5(h)):Not Applicable40. Calculation Agentresponsible for calculatingthe Spot Rate (if not theAgent):Not Applicablesee Paragraph 10 of Part B belowPURPOSE OF FINAL TERMSThese Final Terms comprise the final terms required for issue and public offer in thePublic Offer Jurisdictions and admission to trading on the London Stock Exchange sregulated market and for listing on the official list of the UK Listing Authority of theNotes described herein pursuant to the Debt Issuance Programme of the Issuer.LON23283792/1Page 7
PART B1.OTHER INFORMATIONLISTINGApplication is expected to be made bythe Issuer (or on its behalf) for the Notesto be admitted to trading on the LondonStock Exchange s regulated market andfor listing on the official list of the UKListing Authority with effect from theLondon Stock Exchange business dayfollowing the Issue Date.2.RATINGSThe Issuer has not applied to Moody sFrance SAS ( Moody s ) or Standard &Poor s Credit Market Services FranceSAS ( S&P )for ratings to be assignedto the Notes to be issued.Ratings allocated to notes of this typeissued under the Debt IssuanceProgramme generally are:S&P: AA (stable)An obligation rated AA (stable) byS&P differs from the highest-ratedobligations only to a small degree. Theobligor's capacity to meet its financialcommitment on the obligation is verystrong. The reference "(stable)" meansthat the outlook for the rating is stable.Moody s: Aa2 (stable)An obligation rated 'Aa' by Moody's isjudged to be of high quality and subjectto very low credit risk. The modifier '2'indicates that the obligation ranks in themid-range of its generic rating category.The reference "(stable)" means that theoutlook for the rating is stable.Asecurityratingisnotarecommendation to buy, sell or holdsecurities and may be subject tosuspension, change or withdrawal atany time by the relevant rating agency.The meanings of ratings may be foundon the websites of the rating ) and may be updatedby the rating agencies from time to time.The meanings above have beenLON23283792/1Page 9
extracted from the websites of the ratingagencies as of the date hereof and havebeen reproduced by the Issuer in theseFinal Terms.Each of S&P and Moody s is establishedin the European Community and isregistered under Regulation (EC) No1060/2009 (as amended) (the CRARegulation). As such S&P and Moody sis included in the list of credit ratingsagencies published by the EuropeanSecurities and Markets Authority(ESMA) on its website in accordancewith such Regulation. The list of creditrating agencies registered and certifiedin accordance with the CRA Regulationpublished by ESMA) on its website inaccordance with the CRA Regulation isnot conclusive evidence of the status ofthe relevant rating agency included insuch list, as there may be delaysbetween certain supervisory measuresbeing taken against a relevant ratingagency and the publication of theupdated ESMA list.3.INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED INTHE ISSUESave for any fees payable to the Bookrunners, so far as the Issuer is aware, no personinvolved in the issue of the Notes has an interest material to the offer.4.REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS ANDTOTAL EXPENSES(i)Reasons for the Offer:(ii)Estimated net proceeds:(iii) Estimated total expenses:YIELD (Fixed Rate NotesOnly)Indication of yield:As set out in Use of Proceeds in theProspectus dated 10 May 2012. 396,484,000 (following deduction ofthe Bookrunners commission andconcession). 30,000forlegal,filingandmiscellaneous expenses.5.LON23283792/12.310 per cent. annuallyCalculated as the yield to maturity(Actual/Actual (ICMA) annually) on theIssue Date.Page 10
The yield is calculated at the Issue Dateon the basis of the Issue Price. It is notan indication of future yield.6.HISTORIC INTEREST RATES (Floating Rate Notes Only)Not Applicable.7.PERFORMANCE OF INDEX/FORMULA, EXPLANATION OF EFFECTON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHERINFORMATION CONCERNING THE UNDERLYING AND POST ISSUANCEINFORMATION (Index Linked Notes Only)Not Applicable.8.PERFORMANCE OF RATES OF EXCHANGE AND EXPLANATIONOF EFFECT ON VALUE OF INVESTMENT (Dual Currency Notes Only)Not Applicable.9.OPERATIONAL INFORMATION(i)ISIN:XS0860561942(ii)Common Code:086056194(iii) Swiss Security Number:Not Applicable(iv) Any clearing system(s) other Not Applicablethan Euroclear Bank SA/NV,Clearstream Banking, sociétéanonyme and the relevantidentification number(s):(v)Delivery:Delivery against payment(vi) Names and addresses of Not Applicableadditional Paying Agent(s) (ifany):(vii) Intended to be held in a mannerwhich would allow Eurosystemeligibility:LON23283792/1YesNote that the designation yes simplymeans that the Notes are intended upon issueto be deposited with one of the ICSDs ascommon safekeeper and does not necessarilymean that the Notes will be recognised aseligible collateral for Eurosystem monetarypolicy and intra-day credit operations by theEurosystem either upon issue or at any or alltimes during their life. Such recognition willdepend upon satisfaction of the Eurosystemeligibility criteriaPage 11
10.TERMS AND CONDITIONS OF THE PUBLIC OFFERThe UK Listing Authority has provided the competent authorities in, inter alia, each ofAustria, Belgium, Germany, Italy, Luxembourg and the Netherlands (together with theUnited Kingdom, the Public Offer Jurisdictions ) with a certificate of approvalattesting that the Prospectus has been drawn up in accordance with the ProspectusDirective. Copies of these Final Terms will be provided to the competent authoritiesin the Public Offer Jurisdictions.The Issuer has agreed to allow the use of these Final Terms and the Prospectus dated10 May 2012 as supplemented by the Supplementary Prospectuses dated 10 August2012 and 24 August 2012 (together, the Prospectus ) by each of the Bookrunners andany placers (authorised by any of the Bookrunners) involved in the offer (thePlacers ) in connection with possible offers of the Notes to the public in the PublicOffer Jurisdictions during the Offer Period (as defined below).Investors (as defined in the final paragraph on the first page of the Prospectus dated 10May 2012) intending to acquire or acquiring the Notes from any Offeror (as defined inthe final paragraph on the first page of the Prospectus dated 10 May 2012) should, asindicated in the legend, make appropriate enquiries as to whether that Offeror is actingin association with the Issuer. Whether or not the Offeror is described as acting inassociation with the Issuer, the Issuer s only relationship is with the Bookrunners andthe Issuer has no relationship with or obligation to, nor shall it have any relationshipwith or obligation to, an Investor, save as may arise under any applicable law orregulation.The Issuer is only offering to and selling to the Bookrunners pursuant to and inaccordance with the terms of the Syndication Agreement. All sales to persons otherthan the Bookrunners will be made by the Bookrunners or persons to whom they sell,and/or otherwise make arrangements with, including the Placers. The Issuer shall notbe liable for any offers and/or sales of Notes to, or purchases of Notes by, Investors atany time (including during the Offer Period) (other than in respect of offers and salesto, and purchases of Notes by, the Bookrunners and only then pursuant to theSyndication Agreement) which are made by Bookrunners or Placers or any otherOfferor in accordance with the arrangements in place between any such Bookrunners,Placer or other Offeror and its customers. Any person selling Notes at any time duringthe Offer Period may not be a financial intermediary of the Issuer; any person sellingNotes at any time after the Offer Period is not a financial intermediary of the Issuer.Each of the Bookrunners has acknowledged and agreed, and any Placer will berequired by the Bookrunners to acknowledge and agree, that for the purpose of offer(s)of the Notes the Issuer has passported the Prospectus into each of the Public OfferJurisdictions and will not passport the Prospectus into any other European EconomicArea Member State; accordingly, the Notes may only be publicly offered in PublicOffer Jurisdictions during the Offer Period or offered to qualified investors (as definedin the Prospectus Directive, as amended (which includes the amendments made byDirective 2010/73/EU to the extent that such amendments have been implemented in aMember State)) or otherwise in compliance with Article 3(2) of the ProspectusDirective as so amended in any other European Economic Area Member StateLON23283792/1Page 12
pursuant to and in accordance with the Prospectus and the Final Terms (withoutmodification or supplement); and that all offers of Notes by it will be made only inaccordance with the selling restrictions set forth in the Prospectus and the provisionsof these Final Terms and in compliance with all applicable laws and regulations,provided that no such offer of Notes shall require the Issuer or any Bookrunner topublish a prospectus pursuant to Article 3 of the Prospectus Directive as amended(which includes the amendments made by Directive 2010/73/EU to the extent thatsuch amendments have been implemented in a Member State) (or supplement aprospectus pursuant to Article 16 of the Prospectus Directive as so amended) or totake any other action in any jurisdiction other than as described above.(i)Offer Period:From the date of and following publication ofthese Final Terms being 28 November 2012to 30 November 2012.(ii)Offer Price:The Issuer has offered and will sell the Notesto the Bookrunners (and no one else) at theIssue Price of 99.421 per cent. less a totalcommission and concession of 0.30 per cent.of the Aggregate Nominal Amount of theNotes. Bookrunners and Placers will offerand sell the Notes to their customers inaccordance with arrangements in placebetween each such Bookrunner and itscustomers (including Placers) or each suchPlacer and its customers by reference to theIssue Price and market conditions prevailingat the time.(iii)Conditions to which the Offers of the Notes are conditional on theiroffer is subject:issue and are subject to such conditions as areset out in the Syndication Agreement. Asbetween Bookrunners and their customers(including Placers) or between Placers andtheir customers, offers of the Notes arefurther subject to such conditions as may beagreed between them and/or as is specified inthe arrangements in place between them.LON23283792/1Page 13
(iv)Descriptionofapplication process:(v)Description of possibility to Not Applicablereduce subscriptions and themanner for refunding excessamount paid by applicants:(vi)Details of the minimumand/or maximum amount ofapplication (whether innumberof Notes oraggregate amount to invest):(vii)Method and time limits for The Notes will be sold by the Issuer to thepaying up the Notes and for Bookrunners on a delivery against paymentdelivery of the Notes:basis on the Issue Date.ProspectiveNoteholders will be notified by the relevantBookrunner or Placer of their allocations ofNotes and the settlement arrangements inrespect thereof.(viii)Manner and date in which Not Applicableresults of the offer are to bemade public:(ix)Procedure for exercise of Not Applicableany right of pre-emption,negotiability of subscriptionrights and treatment ofsubscriptionrightsnotexercised:(x)Details of any Tranche(s) Not 1the A prospective Noteholder will purchase theNotes in accordance with the arrangements inplace between the relevant Bookrunner andits customers or the relevant Placer and itscustomers, relating to the purchase ofsecurities generally. Noteholders (other thanBookrunners) will not enter into anycontractual arrangements directly with theIssuer in connection with the offer orpurchase of the Notes.There are no pre-identified allotment criteria.The Bookrunners and the Placers will adoptallotment and/or application criteria inaccordance with customary market practicesand applicable laws and regulations and/or asotherwise agreed between them.Page 14
Prospective Noteholders will be notified bythe relevant Bookrunner or Placer inaccordance with the arrangements in placebetween such Bookrunners or Placers and itscustomers. Any dealings in the Notes whichtake place will be at the risk of prospectiveNoteholders.(xi)Process for notification toapplicants of the amountallottedandindicationwhether dealing may beginbefore notification is made:(xii)Amount of any expenses Not Applicableandtaxesspecificallycharged to the Noteholders:(xiii)Name(s) and address(es), to None known to the Issuerthe extent known to theIssuer, of the Placers in thevarious countries where theoffer takes place:LON23283792/1Page 15
8 Canada Square London E14 5HQ Underwriting Commitment: 43,000,000. LON23283792/1 Page 6 The Royal Bank of Scotland plc 135 Bishopsgate London EC2M 3UR Underwriting Commitment: 43,000,000 Banco Santander, S.A. Ciudad Grupo Santander Avda. Cantabria S/N Edificio Encinar 28660 Boadilla del Monte
4 November 2015 (SARS) 13 Attachment C Email from Needham to Financial Accountant dated 5 November 2015 (revenue systems) 14-17 Attachment D Email from Needham to Financial Accountant dated 12 November 2015 (day clinics) 18-19 Attachment E Email from Malcolm to Needham dated 13 November 2015 (attorney's letter) 20-22
26 Extended essay results November 2010 39 27 Theory of knowledge results November 2010 40 28 Distribution of additional points November 2006–November 2010 41 29 Mean points score worldwide November 2006–November 2010 42 30 Mean grade worldwide November 2006–November 2010 42 31 Pass rate worldwide November 2006–November 2010 43
Final Exam Answers just a click away ECO 372 Final Exam ECO 561 Final Exam FIN 571 Final Exam FIN 571 Connect Problems FIN 575 Final Exam LAW 421 Final Exam ACC 291 Final Exam . LDR 531 Final Exam MKT 571 Final Exam QNT 561 Final Exam OPS 571
dated 12 June 2007; S/679/2008, dated 22 February 2008; S/690/2008, dated 18 April 2008; S/722/2008, dated 10 December 2008; S/744/2009, dated . the Secretariat prepared an updated version, consistent with C-I/DEC.71*. The updated list is annexed to this Note. . I/DEC.71*, page 3, Annex 1, subparagraph (d) nts and Technical Specifications .
*This regulation supersedes AR 600-85, dated 26 November 2016. The following Army directives are now rescinded: Army Directive 2013-11, dated 2 May 2013, Army Directive 2015-06, dated 27 January 2015, Army Directive 2015-14, 31 March 2015, Army Directive 2015-21, dated 8 April 2015,
November 2: Broiler Order Due November 2, 9, 16, 23, & 30: Youth Leadership Mtg, 6-8pm, CEO November 3-4 : Major Show Sign-up, 5-8pm, CEO November 5: Scholarship Training, 6-8pm, CEO November 6-8: Junior Leadership Retreat, Brownwood November 9: Consumer Meeting, 5pm, CEO November 10: Photo Workshop Planning
ART 224 01 05/01 04:00 PM AAH 208 ART 231 01 05/02 04:00 PM AAH 138 . Spring 2019 Final Exam Schedule . BIOL 460 01 No Final BIOL 460 02 No Final BIOL 460 03 No Final BIOL 491 01 No Final BIOL 491 02 No Final BIOL 491 03 No Final BIOL 491 04 No Final .
Chapter 1 Introduction, page 1 Purpose † 1–1, page 1 References † 1–2, page 1 Explanation of abbreviations and terms † 1–3, page 1 *This regulation supersedes AR 40–68, dated 26 February 2004. This regulation supersedes Army Regulation 40–68, dated 20 December 1989, and Army Regulation 40–48, dated 7 November 2000.
