#1THIRD POINT #NestléNOW JULY 2018 Nestlē#2NESTLÉ NOT LIVING UP TO ITS POTENTIAL → Nestlé has been too slow to react to significant changes across the consumer products industry given structural issues around strategy, portfolio, and organization, and thus operates far below its potential CEO Mark Schneider has acknowledged the need for improvement, but pace and magnitude of change seem insufficient and reflect Nestlé's staid, sometimes sclerotic, culture and tendency toward incremental improvements → Nestlé is losing market share across its categories to both smaller, more nimble competitors and larger, more focused competitors * As a result, financial performance has been weak and shares have underperformed Source: Third Point LLC THIRD POINT Nestle THIRD POINT, ONE OF NESTLÉ'S LARGEST INVESTORS, OFFERS THIS ROADMAP TO ENSURE NESTLÉ MAINTAINS ITS COMPETITIVE POSITION AND ACHIEVES LONG-TERM SUCCESS 2#3TO REVERSE UNDERPERFORMANCE, NESTLÉ MUST ADOPT A #Nestlé NOW MINDSET STRATEGY PORTFOLIO ORGANIZATION THIRD POINT Assessment Nestle Strategy vaguely defined and raises questions about focus and capital allocation Management not moving quickly enough to exit underperforming and non-strategic businesses Insular, complacent, and bureaucratic organization is overly complex, moves glacially, and misses too many trends m m Recommendation BE SHARPER. Clarify total company and category-specific strategies, improve transparency, add food & beverage expertise to Board BE BOLDER. Divest as much as 15% of sales and financial stake in L'Oréal. Recycle proceeds into M&A / buybacks to better align portfolio around key categories Note: Nestlé management highlighted coffee, pet, nutrition, and water as key categories. Source: Third Point LLC; Nestlé company materials BE FASTER. Simplify organizational structure and split internally into three divisions (organized around categories) to improve focus, agility, and accountability 3#4PROPOSED CHANGES CAN MATERIALLY IMPROVE THE LONG-TERM, OPERATING AND FINANCIAL TRAJECTORY OF THE BUSINESS Stronger and more sustainable growth *Faster and more responsive organization with more focused strategy Better organic sales growth from greater exposure to higher growth key categories Higher margins from announced productivity savings and improved category mix Proceeds from divestitures recycled into acquisitions and share repurchase THIRD POINT Potential to double EPS over the next 5 years Nestlé earnings per share, CHF Nestle 3.21 2012 Note: Historical financials updated for restatements where applicable. Source: Third Point LLC; Nestlé company materials 2% CAGR 3.55 2017 15% CAGR 7.00 2022 4#5LARGEST GLOBAL FOOD & BEVERAGE COMPANY Focused on "nutrition, health and wellness" *Nearly CHF 90 billion in sales with about half from growing categories like coffee, pet, nutrition, and water * More than 30 brands generate over CHF 1 billion in sales → Balanced geographic exposure with 43% of sales from higher growth emerging markets Source: Third Point LLC; Nestlé company materials THIRD POINT Nestle NESCAFE. NESPRESSO. PURINA ONE S. PELLEGRINO Nestle Coffee mate Nestle. MILO Maggi Gerber. 5#6CONSUMER PRODUCTS INDUSTRY HAS CHANGED Consumers increasingly prefer variety of new product attributes gluten free THIRD POINT lactose free locally sourced organic authentic, craft Nestle flexitarian natural high protein novel food experiences no GMO artificial free flavours Source: Third Point LLC; Nestlé company materials; Google Images Shopping habits have also evolved → Shift to eCommerce lowering barriers to entry and driving influx of new competition Rise of club stores and hard discounters accelerating shift to private label products amazon COSTCO LADL EWHOLESALE EL. Alibaba.com 6#7NESTLÉ HAS BEEN LATE TO PARTICIPATE IN KEY TRENDS DRIVING GROWTH IN THE FOOD AND BEVERAGE INDUSTRY Source: Third Point LLC; Google Images THIRD POINT YAN Nestle Ella's kitchen a2 Milk La Croix BLUE → Missed large trends that drove growth across food & beverage, e.g. natural pet food, organic baby food, flavored sparkling water, etc. → Slow to renovate legacy brands with more modern attributes → Failed to leverage enormous R&D budget with successful innovation at scale → Not enough acquisitions of fast-moving smaller brands to better participate in growth NEWER BRANDS TOOK SHARE, WHILE NESTLÉ HAS FALLEN BEHIND 7#8SLOW RESPONSE TO INDUSTRY CHANGES HAS LED TO WEAK FINANCIAL PERFORMANCE THIRD POINT 8% Nestle 6% 4% 2% 0% Organic sales growth has slowed Nestlé organic sales, % growth 5.9% 2012 4.6% 2013 4.5% 2014 4.2% 2015 3.2% 2016 2.4% 2017 5 4 3 2 1 0 Earnings growth stalled Nestlé earnings per share, CHF 3.21 2012 3.50 2013 3.44 Note: Historical financials updated for restatements where applicable. Source: Third Point LLC; Nestlé company materials 2014 3.31 2015 3.40 2016 3.55 2017 8#9DIVIDEND GROWTH HAS ALSO STALLED AND PAYOUT RATIO HAS MOVED HIGHER THIRD POINT Dividend now only growing -2% Nestlé dividend per share and dividend growth Nestle 3 2 1 0 '07 '08 09 10 11 12 13 14 '15 16 17 20% 15% 10% 5% 0% Dividend now nearly 2/3 of EPS Nestlé dividend payout ratio, % 80% 60% 40% 20% 38% 2007 61% Note: Historical financials updated for restatements where applicable. Source: Third Point LLC; Nestlé company materials; Bloomberg 2012 65% 2017 9#10SHARES HAVE SIGNIFICANTLY UNDERPERFORMED EUROPEAN STAPLES PEERS THIRD POINT 50% Nestle 0% (50%) (100%) (150%) Nestlé Performance Gap vs. European Peer Average Total Shareholder Return Gap, % (6%) 1-Year (5%) 3-Year (20%) 5-Year (119%) Note: Total Shareholder Return (measured in local currency) includes dividends; Nestlé TSR on a 1, 3, 5, and 10 year basis was -5%, +22%, +45% and +135% respectively; European Peer Index consists of SPDR MSCI European Consumer Staples Index members with market capitalization greater than $40 billion as of June 29, 2018; companies include Anheuser-Busch InBev, British Tobacco, Danone, Diageo, Heineken, Henkel, L'Oréal, Reckitt Benckiser, Pernod Ricard, Unilever. Source: Third Point LLC; Bloomberg 10-Year 10#11THIRD POINT OFFERED A PATH FORWARD FOR NESTLÉ IN JUNE 2017 SALES & MARGINS CAPITAL EFFICIENCY PORTFOLIO MANAGEMENT L'ORÉAL STAKE THIRD POINT Re-accelerate sales growth and boost margins * Use (already announced) cost savings to invest in demand generation and improve margins * Create formal margin target to reduce reinvestment risk Nestle Optimize balance sheet efficiency and return capital to shareholders * Take leverage to 2.0x and hold it there * Use balance sheet capacity to repurchase shares ahead of substantial inflection in earnings Re-shape portfolio through acquisitions and divestitures Make accretive bolt-on acquisitions in key growth categories → Strategically reduce exposure to challenged businesses Note: Third Point letter available at https://www.thirdpointoffshore.com/portfolio-updates Source: Third Point LLC Monetize non-core financial stake in L'Oréal *Stake can be monetized with limited tax consequences * Use proceeds to invest in Nestlé's own business and repurchase shares 11#12MANAGEMENT RESPONDED BY ANNOUNCING A SERIES OF NEW TARGETS FINANCIAL (2020) PORTFOLIO THIRD POINT Reaccelerate organic sales growth to mid-single digits Achieve 17.5% to 18.5% EBIT margin CHF 20b buyback "spread evenly" * Expects net debt to EBITDA ratio of 1.5x Nestle → Focus on four categories: coffee, pet, nutrition, water Source: Third Point LLC; Nestlé company materials; Financial Times (September 2017) * Portfolio adjustments worth up to 10% of sales No update on L'Oréal FINANCIAL TIMES VISIT FT.COM FASTFT MARKETS DATA Food & Beverage Nestlé bows to investor and sector pressures with strategic shift myFT Swiss group sets first profit target, speeds up share buyback but no change on L'Oréal Nestle Kitkat maker Nestlé will accelerate its share buyback programme, worth up to SFr20bn 12#13FINANCIAL TARGETS A HELPFUL START, THOUGH LESS AMBITIOUS THAN UNILEVER'S TARGETS Unilever Unilever set bolder margin target and is making faster progress to achieve it... Nestlē 16.0% 2016 Base THIRD POINT 16.4% Nestle 2017 Actual +50bps +110bps 2020 Target 18.0% (+200bps) 20.0% (+360bps) 6% 4% 2% 0% ...while also delivering and targeting stronger organic sales growth than Nestlé Organic sales, % growth 2.4% 3.1% 2017 Reported Nestlé 3.0% Unilever 4.0% 2018 Guidance Note: Historical financials updated for restatements where applicable. Nestlé 2020 margin target based on midpoint of 17.5-18.5% range; 2018 organic sales based on midpoint of company guidance (Nestlé targeting 2-4%, Unilever targeting 3-5%). Source: Third Point LLC; Nestlé and Unilever company materials 13#14FURTHERMORE, INTERNAL PROBLEMS HAVE YET TO BE SUFFICIENTLY ADDRESSED STRATEGY Strategy vaguely defined and raises questions about focus and capital allocation Source: Third Point LLC THIRD POINT Nestle PORTFOLIO Management not moving quickly enough to exit underperforming and non-strategic businesses ORGANIZATION Insular, complacent, and bureaucratic organization is overly complex, moves glacially, and misses too many trends 14#15STRATEGY STILL VAGUELY DEFINED AND PLAGUED BY INCONSISTENCIES * Nestlé describes itself as a company focused on "nutrition, health and wellness," but many categories and brands continue to fall beyond that definition Nestlé highlights coffee, pet, nutrition, and water as key categories, but nearly half of the portfolio sits outside those categories Making acquisitions across diverse range of new categories (e.g. vitamins & supplements, roast & ground coffee, meal kits) Lack of transparency and broad category definitions (in financial reporting) mask underperformance of various businesses Operates complicated series of joint ventures and partnerships → Unable to articulate a compelling strategic rationale for continued ownership of L'Oréal Source: Third Point LLC; Nestlé company materials THIRD POINT Nestle 15#16BOARD OF DIRECTORS RESPONSIBLE FOR STRATEGY Swiss boards set corporate strategy "The Board of Directors elected by the shareholders is responsible for the strategic direction and supervision of the company." Swiss Code of Best Practice for Corporate Governance THIRD POINT Nestlé Board missing key perspectives Nestle Only 1 of 12 independent Nestlé directors (newly appointed Kasper Rorsted) has fast-moving consumer goods experience Note: Swiss Code of Best Practice for Corporate Governance sets guidelines and recommendations for Swiss companies Source: Third Point LLC; Nestlé company materials; economiesuisse 16 ◆ Zero directors have external food & beverage experience#17STRATEGY - RECOMMENDATION: BE SHARPER IN ARTICULATING STRATEGY CLARIFY OVERALL CORPORATE STRATEGY Clarify strategies within categories, e.g., coffee, consumer health Source: Third Point LLC THIRD POINT Nestle Add external food & beverage expertise to Nestlé Board Change category financial reporting to improve transparency 17#18PORTFOLIO STILL SUBOPTIMAL Too much exposure outside key categories Nestlé sales mix, % THIRD POINT Other categories 47% Coffee, Petcare, Water, Nutrition 53% Nestle Other categories structurally disadvantaged Less aligned with "nutrition, health and wellness" strategy Typically slower growth and lower margin Note: Nestlé sales mix disclosed at 2017 Investor Seminar. Source: Third Point LLC; Nestlé company materials Fewer barriers to entry 18#19LARGE EXPOSURE OUTSIDE KEY CATEGORIES WEIGHING ON GROWTH THIRD POINT 6% Nestle 4% 2% 0% Key categories already growing 3-4% Organic sales, % growth 4.1% CY16 2.9% CY17 3.6% 1918 6% 4% 2% 0% Other categories barely growing 2% Organic sales, % growth 2.0% CY16 1.6% CY17 CURRENT PORTFOLIO UNLIKELY TO SUSTAINABLY DELIVER MID-SINGLE DIGIT % ORGANIC SALES GROWTH 1.6% Note: Using category results for Powdered and Liquid Beverages, Pet Care, Nutrition and Health Science, and Water as proxy for key categories; Historical financials updated for restatements where applicable. Source: Third Point LLC; Nestlé company materials 1q18 19#20DESPITE OWNING MANY UNDERPERFORMING AND NON-STRATEGIC BUSINESSES, NESTLÉ HAS BARELY MADE ANY SIZABLE DIVESTITURES THIRD POINT 199 Nestle Nestle NET WT1.55 02 (43.8g US Confectionary (~1% sales) Raisinets CRUNCH CRE MILK CHOCOLA with C 100 GRAND SweetARTS LaffyTafty RETA ROPES Completed and proposed disposals account for less than 2% sales CION ✔ SweetARTS CHEWYSOURS SUR Baby Ruth Butterfinger Gerber Life Insurance (~1% sales) Gerber Life Insurance Company Note: US Confectionary sold to Ferrero in March 2018; strategic review underway for Gerber Life Insurance. Source: Third Point LLC; Nestlé company materials; Google Images ELEVATED MULTIPLES AND STRONG STRATEGIC DEMAND MAKE NOW A GOOD TIME TO SELL ASSETS 20#21PORTFOLIO - RECOMMENDATION: BE BOLDER IN RE-SHAPING THE PORTFOLIO Segment portfolio into three buckets: focus, develop, divest Divest as much as 15% of sales to better align portfolio around key categories Source: Third Point LLC THIRD POINT Nestle Monetize non-core financial stake in L'Oréal Use proceeds from divestitures for acquisitions and share repurchases 21#22SEGMENT PORTFOLIO INTO THREE BUCKETS: FOCUS, DEVELOP, DIVEST FOCUS DEVELOP DIVEST Source: Third Point LLC THIRD POINT Nestle Focus on key categories with high barriers to entry where Nestlé has competitive strengths * Advantages driven by consumer trust, technical expertise, and brand strength Key categories include coffee, pet, nutrition (infant and medical), water Develop other categories to create scale and competitive competency Opportunities in chocolate, creamers, and dairy Employ "up or out" strategy for developmental brands Divest inherently weak and non-strategic categories through sales, spin-offs, or other methods * Target categories with limited brand strength and vulnerability to changing preferences → Opportunities include frozen food, ice cream, packaged meats, pasta, peanut milk products, skin health, and others 22#23DIVEST AND ACQUIRE BUSINESSES TO BUILD A MORE ATTRACTIVE PORTFOLIO WITH GREATER EXPOSURE TO KEY CATEGORIES Illustrative ''D DIGIORNO. THIRD POINT preye Dreyers revers GRAND ICE CE GRAND ICE CREAL AND ICE CRE Herta Salami 100% Pur Porc 16 VANILLA Nestle Divest HOT POCKETS HAM & CHEDDAR PAROLE HEARTY Cetaphil Buitoni LASSICS Stouffers LASAGNA WITH MEAT & SAUCE CARA AS Differin ********* Source: Third Point LLC; Nestlé company materials; Google Images ●STIGE SKABEND 24 SIRIANA 1 Fietstof FIJI NATURAL ARTESANA 4 SCIENCE DIET PERFECT WEIGHT Acquire grapefruit spindrift SPARKLING WATER REAL SQUEEZED FRU yup, that's in 全新上市) *** HOT 35 Similac 雅培力的 NUTRICIA Fortimel Powder Saber Sabor e 23#24TIME TO MONETIZE L'ORÉAL Stake is financial, not strategic Shareholder agreement with Bettencourt family expired in March 2018 L'Oréal CEO (breaking with tradition) publicly expressed willingness to buy Nestlé's entire stake, signaling nature of relationship between the companies has changed THIRD POINT L'ORÉAL PARIS Nestle SORDNE STUDIO SECRETS possond geen ve Note: L'Oréal CEO comments from February 2018 public interview. Source: Third Point LLC; Google Images Resist, &Shine TITANIUM 7 PON COREA Glam Shine PH LOREAL STUDIO SECRES PROFESION 24#25OPPORTUNITY TO TAKE ADVANTAGE OF SIGNIFICANT VALUATION DISPARITY BETWEEN NESTLÉ AND L'ORÉAL L'Oréal now trades at significant premium THIRD POINT 40x Nestle 20x Ox 30.4x L'Oréal 20.2x Nestlé Monetizing stake could unlock value and drive mid-single digit % EPS accretion Market Cap CY18 Consensus Net Income 0% 4% 8% 9.0% 12% 13.5% Note: Multiples as of June 29, 2018; Nestlé owns 23.12% of L'Oréal; EPS accretion math assumes L'Oréal stake sold and Nestlé shares repurchased at market prices as of June 29, 2018. Source: Third Point LLC; Bloomberg 16% 25#26NESTLÉ CAN USE PROCEEDS FROM ASSET SALES FOR ACQUISITIONS AND SHARE REPURCHASES Source: Third Point LLC THIRD POINT Nestle Acquisitions ܀ ܀ Strategically increase exposure to key categories with better long-term prospects Leverage global scale and take smaller brands into new geographies Drive earnings accretion Share repurchases ܀ ܀ Opportunistic time to repurchase shares ahead of inflection in sales and margins Share repurchases are lower risk than acquisitions and less dilutive to return on invested capital Drive earnings accretion OPPORTUNITY TO CREATE HIGHER QUALITY PORTFOLIO WITHOUT EARNINGS DILUTION 26#27ORGANIZATION STILL TOO INSULAR → Board led by prior CEO Paul Bulcke Bulcke presided over long period of underperformance, seems too comfortable with the status quo, and may be holding up the pace and magnitude of change → Limited changes to Executive Board since appointment of new CEO Current Executive Board also oversaw period of underperformance and lacks fresh perspectives * Most notable executive change under Schneider has been internal promotion in key US market After years of disappointing performance, Nestlé (rather than hiring an outsider) promoted US CFO Steve Presley to CEO and US CEO Paul Grimwood to Non-Executive Chairman ● Source: Third Point LLC THIRD POINT Nestle ORGANIZATION WOULD BENEFIT FROM MORE OUTSIDER PERSPECTIVES 27#28ORGANIZATION DESIGN STILL TOO COMPLEX AND BUREAUCRATIC Nestlé structure Zone AMS: Americas THIRD POINT Laurent Freixe Zone AOA: Asia, Oceania and sub-Saharan Africa Wan Ling Martello Chief Financial Officer François-Xavier Roger Nestlé Waters Maurizio Patarnello Corporate Communications. Eugenio Simioni Chairman of the Board Nestle Paul Bulcke Chief Executive Officer Mark Schneider Nestlé Business Excellence Chris Johnson Chief Technology Officer Stefan Palzer Operations Magdi Batato Nestlé Health Science Greg Behar Strategic Business Units, Marketing, Sales and Nespresso Patrice Bula Zone EMENA: Europe, Middle East, North Africa Marco Settembri Human Resources Source: Third Point LLC; Nestlé company materials Peter Vogt Corporate Governance Compliance & Corporate Services David P. Frick Current design suboptimal ܀ ܀ Company managed through confusing mix of geographic zones and categories Too many layers of management Complex decision-making process Unclear lines of responsibility 28#29ORGANIZATION - RECOMMENDATION: BE FASTER IN OVERHAULING THE ORGANIZATION Source: Third Point LLC THIRD POINT Nestle Simplify organization to improve focus, agility, and accountability Separate business into three divisions Create more clear lines of responsibility Reduce layers of bureaucracy 29#30REINVIGORATE NESTLÉ STRUCTURE BY SEPARATING BUSINESS INTO THREE DIVISIONS Separate business along category lines into Beverages, Nutrition, Grocery divisions Each group of categories has a different outlook and set of opportunities for sales growth and profitability Each division would benefit from having separate management teams Distinct strategies, dedicated sales forces, and greater accountability would drive stronger operating performance ● * Businesses within Grocery in particular would benefit from a different approach Lower growth businesses require management with different skill set and attitude ● → Separation would allow Nestlé CEO to focus more on overall corporate strategy and capital allocation Source: Third Point LLC THIRD POINT Nestle NEW ORGANIZATIONAL STRUCTURE WILL IMPROVE FOCUS AND SPEED TO MARKET FOR EACH CATEGORY (A KEY OBJECTIVE OF CEO MARK SCHNEIDER) 30#31EACH DIVISION SHOULD HAVE ITS OWN CEO, REGIONAL STRUCTURE, AND CATEGORY MARKETING HEADS Illustrative Source: Third Point LLC THIRD POINT Nestle BEVERAGES ❖ Coffee Nestlé pro-forma organizational chart Water ܀ Nestlē NUTRITION ❖ Pet Infant Formula Medical Nutrition Milk Products Consumer Health GROCERY ❖ Confectionary Prepared Meals Ice Cream Other ܀ 31#32ADOPTING A #NestléNOW MINDSET WILL ALLOW NESTLÉ TO BECOME SHARPER, BOLDER, AND FASTER Portfolio will have greater exposure to key categories Nestlé sales mix, % THIRD POINT Other categories 33% Source: Third Point LLC; Nestlé company materials Nestle Coffee, Pet, Nutrition, Water 67% Organization will be better suited to compete in rapidly evolving industry → More clear total company and category-specific strategies Better focused portfolio with structurally and sustainably higher growth and margins * Faster and more responsive organization with greater innovation and quicker speed to market 32#33THIRD POINT RECOMMENDATIONS WILL MATERIALLY IMPROVE THE LONG-TERM TRAJECTORY OF THE BUSINESS Sales EBIT Margin EPS Leverage THIRD POINT 2017 Nestle 90 14.8 16.5% 3.55 1.1x 2022 110 22.1 20.0% 7.00 1.5x CAGR 4.2% 8.3% 14.5% Sales reaccelerate and then sustainably grow at mid-single digit % rate given improved portfolio mix and organizational changes 20% margin achievable from improved category mix and in- flight productivity initiatives Includes tax benefits from US corporate tax reform and in- flight tax savings initiatives (shared service centers, etc.) * Proceeds from asset sales (L'Oréal, divestitures) used for accretive acquisitions and share repurchases Note: Historical financials updated for restatements where applicable. Source: Third Point LLC; Nestlé company materials MIX OF OPERATIONAL IMPROVEMENT, PORTFOLIO MGMT, AND BALANCE SHEET OPTIMIZATION PROVIDE MULTIPLE PATHS TO DOUBLE EPS BY 2022 AND CREATE SUSTAINABLY BETTER PERFORMANCE OVER TIME 33#34THIRD POINT DISCLAIMER THESE MATERIALS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY INTERESTS IN ANY FUND THESE MATERIALS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY INTERESTS IN ANY FUND MANAGED BY THIRD POINT LLC OR ITS AFFILIATES. SUCH AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY INTERESTS MAY ONLY BE MADE PURSUANT TO DEFINITIVE SUBSCRIPTIONS DOCUMENTS BETWEEN A FUND AND AN INVESTOR. The information contained herein reflects the opinions and projections of Third Point LLC and its affiliates (collectively "Third Point") as of the date of publication, which is subject to change without notice any time subsequent to the date of issue. 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