Professional Documents
Culture Documents
01
KEY HIGHLIGHTS
CONTENTS
02 03 06
About Our Product Message
This Report Portfolio to Shareholders
Recipe Booklet
10 14 32
Management Business Review Creating Shared
Discussion & Value and Meeting Our
Analysis Commitments
36 54
Our Leadership Organisation
Structure
36 Board of Directors 48 Executive Leadership 52 Nestl Leadership
Team Team
56 58 62
Corporate Corporate Notice of Annual
Information Directory General Meeting
Proxy Form
02 CORPORATE REPORT 2016
Report Assurance
Corporate Governance & Financial Report This Report emphasises our strategy of best
practices in corporate governance in order to
Throughout the year, the Group publishes a continue earning the trust of Malaysians for
range of financial statements, including quarterly generations to come. Our doctrine and principles of
financial statements and full audited annual good corporate governance is strongly supported by
financial results, in accordance with the Groups a comprehensive framework of policies, guidelines
Corporate Governance &
corporate governance framework. and internal controls.
Financial Report 2016
CORPORATE REPORT 2016 03
04 CORPORATE REPORT 2016
G o o d n es s o f
milk, malt and
cocoa
ACT I V- G O,
a combinat ion
o f P R O T O M A LT,
6 v i ta m i n s a n d
3 m i n e ra l s fo r
eff i c i e n t re l e a s e o f
e n e rg y f ro m fo o d
MESSAGE TO SHAREHOLDERS
DEAR SHAREHOLDERS
Chairman Chief Executive Officer
Y.A.M. Tan Sri Dato Seri Alois Hofbauer The year 2016 has indeed been a challenging
Syed Anwar Jamalullail one, marked by global and domestic economic
headwinds. Nevertheless, the Company
successfully weathered these challenges,
delivering another year of strong profitable
growth by leveraging on our resilient strategic
business framework and our steadfast
commitment to propel the Company to
new heights.
Economic Landscape
Financial Performance
Message to Shareholders
The key driver for this performance is processes to align better with our Internal As Malaysias number one F&B manufacturer,
reflected in our FIT strategy. In line with this Controls and to encourage the sharing of the Company is well-positioned to capitalise
strategy, we continuously invest in marketing compliance documents. We drove awareness on the vast inherent potential of the nation.
and trade activities, product innovations, as programmes to promote the importance of Supported by strong short-term results,
well as productivity improvements throughout compliance processes and we revamped we are focused on ensuring the long-term,
our operations. both our Corporate Governance, Risk and sustainable growth of the Company by
Internal Control statements to better reflect leveraging on our FIT strategy to maintain our
Through these initiatives, we successfully our commitment to best-in-class governance momentum.
expanded our market share in major product practices.
categories and strengthened growth in both As the worlds leading Nutrition, Health
domestic and export markets. Domestic Awards & Recognition and Wellness Company, our core objective
sales continued to be a key contributor, remains unchanged: to provide Malaysians
achieving solid 3.3% growth despite a soft In recognition of our employee engagement with high quality, great-tasting nutritious
F&B market in Malaysia. This was driven by efforts, the Company received several top offerings that help our consumers lead
the Groups continuous product innovations in level accolades in 2016, including The Most healthier lives.
tandem with successful marketing and trade Popular Graduate Employer in the FMCG
promotions. Similarly, the export business Category for the fourth consecutive year Appreciation
demonstrated strong growth with an increase by Grad Malaysia, Bronze for Best Graduate
of 9.6%, an excellent improvement compared Programme at the Asia Recruitment Awards As we mark the end of another successful
with the previous year. 2016 and Top 3 Most Attractive Employers in year, the Board would like to thank the
Malaysia at the Randstad Award 2016. Management Team for their unwavering
Dividends commitment and guidance in leading the
For the first time ever, Nestl Malaysia was Company forward.
We are committed to deliver the best value also awarded Company of the Year by The
to our shareholders via consistent dividend Edge Billion Ringgit Club 2016 in recognition We would also like to extend our deepest
payments. In line with this, the Board of of our strong financial results over the years gratitude to all employees for their invaluable
Directors proposed a final dividend of RM1.30 as well as our unwavering commitment contributions to the Company.
per share for the financial year ended towards Creating Shared Value.
31 December 2016. Last but not least, to our consumers,
The Company was also recognised in the partners, distributors and customers, thank
Cumulatively, this will bring total dividends Minority Shareholder Watchdog Group you for your continued support and loyalty to
for the year to an all-time high of RM2.70 (MSWG) Awards 2016. This award our Company and brands.
per share. acknowledges public-listed companies that
demonstrate best practices for corporate
Corporate Governance governance, disclosures, transparency and
good corporate governance.
We believe that the highest standards
of corporate governance are critical to Along with this, MILO earned the leading
the success of our business today. Good peoples choice award, at the Putra Brand Y.A.M. Tan Sri Dato Seri
governance underpins the delivery of our Awards 2016 for its excellent product Syed Anwar Jamalullail
strategy to become the best at what we innovation efforts as well as its commitment Chairman
do and generate sustainable returns for to continuously strengthen the brand.
shareholders. The Nestl Board of Directors MILO also clinched the Gold Award for the
commits itself to ensuring good governance Beverages category, once again proving to be
is embedded in the thinking and processes of the favourite drink of Malaysians.
the business. During the year under review,
a tremendous amount of progress went into Outlook
strengthening our governance processes.
Alois Hofbauer
We instituted our new Anti-Corruption, Although the global economy is set to remain
Chief Executive Officer
Gifts and Entertainment guidelines. We soft and volatile in 2017, domestic demand
simplified our Monitoring and Review remains a key engine of growth for Malaysia.
08 CORPORATE REPORT 2016
CORPORATE REPORT 2016 09
08 CORPORATE REPORT 2016
CORPORATE REPORT 2016 09
08 CORPORATE REPORT 2016
CORPORATE REPORT 2016 09
08 CORPORATE REPORT 2016
CORPORATE REPORT 2016 09
08 CORPORATE REPORT 2016
CORPORATE REPORT 2016 09
08 CORPORATE REPORT 2016
CORPORATE REPORT 2016 09
08 CORPORATE REPORT 2016
CORPORATE REPORT 2016 09
10 CORPORATE REPORT 2016
Fuel to Grow
As our most important assets and the backbone of our Company, we place strong emphasis on the overall wellbeing and development of our employees.
Our people are supported by our Leadership Team. forward. In light of this, we prioritise the
overall wellbeing and development of
Apart from that, we also offer a promising successful for 150 years globally
career path to fresh graduates through
our Management Trainee programme. This and over 100 years in Malaysia,
comprehensive two-year training programme
provides our young, top talent with the
opportunity to become the future leaders of
we will continue to embrace these
Nestl. Employees under this programme
gain a variety of skills and capabilities, as well
values as part of our strategy to
as exposure to various areas of the business. achieve sustainable growth.
In order to support our commitment to the
safety, health and wellbeing of our people,
we aim to ensure that all our employees are
menus in all factories, as well as providing are well-prepared to tap into the strong
protected by a certified safety and health
fitness, lifestyle and wellness advice to our prospects of the Halal F&B industry. We
management system. Our Nestl Framework
employees. In addition, we offered financial are committed to ensure that all products
for Employee Health which was introduced in
planning and investment advice to assist our manufactured, distributed and imported
2015 helps us structure and focus our efforts
employees. by the Company are certified Halal by the
in this area. The Group also continuously
Malaysian Islamic Development Department
enhances our safety and health standards,
For more details on our JOM FIT initiatives, (JAKIM).
procedures and processes, through the Nestl
please refer to our Nestl in Society Report
Occupational Safety and Health Management
2016 on page 73. The Company is the largest producer of Halal
System which is based on the internationally-
products within the Nestl Group globally and
recognised standard OHSAS 18001:2007.
FIT Moving Forward we export Halal products to 51 countries. The
Halal industry is a thriving market for Nestl,
In 2016, we also conducted our biennial
We are well-prepared for the tough economic especially as Malaysia is a key distributor to
employee feedback survey with all
backdrop via our Fuel the Growth strategy, the international market, which is expected to
employees, called the Nestl & I Survey, to
as demonstrated through our strong see rising demand over the next few years.
facilitate open dialogue with employees and
performance in 2016. This FIT approach will
obtain their feedback on the business. The
remain a core focus in 2017. For more details on our Halal commitment,
survey recorded a high response rate of 99%.
please refer to our Nestl in Society Report
As an integral part of our Nestl DNA, our 2016 on pages 3437.
For more details on initiatives with our
single-minded focus on innovation will
employees, please refer to our Nestl in
continue to be a key pillar for the Group as With our resilient framework in place, coupled
Society Report 2016 on pages 6279.
we aim to provide even greater value to our with our strong operational capabilities,
consumers. Moreover, we target to further we are optimistic that long-term prospects
JOM FIT
increase end-to-end efficiencies to support in Malaysia are bright for the Group. Our
our growth. Creating Shared Value approach has proven
As the worlds leading Nutrition, Health and
to be the cornerstone of our business over
Wellness company, not only do we promote
In light of continuously challenging market these past many years. As a company that
healthy lifestyles for our consumers, we
conditions, soft consumer sentiment and has been successful for 150 years globally
also encourage our employees to embrace
intense competition, it will certainly not be an and over 100 years in Malaysia, we will
healthier and more active lifestyles. At
easy year ahead. However, due to its strong continue to embrace these values as part of
Nestl, we believe that being healthy and fit is
fundamentals, Malaysia remains one of the our strategy to achieve sustainable growth.
important for employees to perform their best
top five markets for Nestl in Asia.
at work, as well as for their loved ones.
BUSINESS REVIEW
During the event, participants also joined in For many national athletes, the MSSM-MILO
on fun and healthy activities such as Zumba, Families show up bright and early to start their day
games have proven to be a turning point in
football, educational games and also Body with fun activities at the Grand Finale of MILO Malaysia their athletic careers. During the campaign,
Mass Index checks with nutritionists in Breakfast Day in Putrajaya. MILO highlighted the achievements of
CORPORATE REPORT 2016 15
Business Review
champions for the nation has borne much Johor, Kuching, Miri, Sibu and Selangor
Miliki Hari yang Barakah dengan MILO
fruit over the years. In 2016, MILO also reached out to over 560 children. The clinics
Campaign
enabled participants to experience a wide
continued to encourage the public to
variety of sports including futsal, badminton,
contribute to Malaysias up-and-coming MILO embarked on a call-to-action during
bowling, hockey, netball and basketball.
athletes through the MILO Sokong Demi the month of Ramadan, urging Malaysians to
To further inspire the children, the clinics
Sukan Campaign. participate in the Miliki Hari yang Barakah
featured some of the biggest names in
dengan MILO campaign. This campaign
the national sporting scene who are now
MILO Sokong Demi Sukan aimed to provide nutritious breakfasts to the
renowned coaches. Some of these head
less fortunate. As strong believers of the
coaches included Rashid Sidek, Tai Beng
In line with the Groups business philosophy importance and effectiveness in establishing
Hai, Sim Sin Heng and Choo Kon Lee.
of Creating Shared Value, and to continuously dynamic partnerships, MILO worked closely
drive grassroots sports development for the with Tesco and Lazada to ensure the success
To ensure wholesome development of of this campaign.
nation, MILO pledged to raise RM1.5 million
children, MILO strongly encourages the
to provide sports equipment to primary involvement of parents for support during During the campaign, MILO pledged to
schools across Malaysia, including Sabah sports and training sessions. During the contribute Nestl Breakfast Baskets to charity
and Sarawak. Working hand-in-hand with the Champions Clinic, parents also had the homes and organisations, for every 100
Ministry of Education Malaysia, as many as opportunity to engage in various talks with points accumulated from MILO purchases
184 schools were selected to be beneficiaries coaches, child psychologists as well as with participating partners Tesco and Lazada.
of the MILO Sokong Demi Sukan campaign. Nestls Wellness Team to understand more Reiterating the Groups commitment to
These schools were selected based on their about the importance of parental support in nourish Malaysians, each basket provided up
display of strong potential in sports. unlocking their childrens potential. to one months supply of nutritious breakfast
for each beneficiary. Each breakfast basket
The campaign which was held between Through the MILO Champions Clinic, MILO included MILO powder, MILO Breakfast
August and September 2016 saw strong aims to pique childrens interest in sports, Cereal, MILO UHT packs, NESTL EVERYDAY
public support, with purchases of MILO packs especially during the school holidays in Milk and NESTUM.
contributing towards the brands continuous order for them to avoid leading sedentary
efforts in encouraging grassroots sports lifestyles. In addition, the clinics aim to This initiative received an overwhelming
development. Through this programme, a nurture future champions by developing response from the public, with 5,000 Nestl
percentage from MILO products sold will go skills and a passion for sports in children Breakfast Baskets being distributed to over
towards the distribution of complete sets of across the nation. 20 charity homes and organisations across
quality sports equipment for football, netball, the nation, including East Malaysia.
badminton, basketball and track and field,
valued at approximately RM8,000 each.
Reflecting the Groups long-term strategy The MILO brand is Malaysias leading
to fuel growth, this campaign not only
successfully raised RM1.5 million, it also saw nutritious chocolate malt beverage; known
Malaysians play a role in contributing towards
the nations future in sports. for its unique taste that Malaysians love.
16 CORPORATE REPORT 2016
Business Review
AROMALICIOUS
of consumers, the brand saw strong growth their baking skills as well as the opportunity
exceeding market performance for both All to become successful entrepreneurs. The
Business Review
Amidst a challenging economic climate, programme sponsorships such as Jalan- organised the annual WALK-A-MILE event
NESTL OMEGA PLUS recorded solid growth Jalan Cari Makan and Ho Chak. for the 15th year, in collaboration with Yayasan
with an overall market share of 40% in 2016. Jantung Malaysia. The event which attracted
Continuing in that vein and mindful of the fact over 3,800 participants featured exciting
These results were driven by a new and that heart disease is widely prevalent among challenges along the route, health screenings,
innovative variant, the NESTL OMEGA Malaysians, NESTL OMEGA PLUS once again lucky draws and other fun family activities.
PLUS Milk with Oats, launched in the second
quarter of the year. This product features
a first-in-market combined action of two
naturally-derived cholesterol-lowering
ingredients, ACTICOL and Beta-glucan. The
introduction of this product is in line with the
Groups strategy, focused on growth through
innovation.
Business Review
NESTL NESTL
EVERYDAY Milk
EVERYDAY is suitable for
all life stages,
aiding in
building stronger
bones, healthy
muscles, increased
alertness and
better eyesight.
Through these roadshows, we were able
to reach out to these communities and
extend our support with various activities,
including mini carnivals with game stations,
In our role as the leading Nutrition, Health Coast and East Malaysia. These campaigns telematches, childrens colouring activities
and Wellness company, we strive to nurture are specifically held in Projek Perumahan and educational nutritional talks as well as
healthier Malaysian families with our high Rakyat, a government initiative to build sharing sessions for parents and children, to
quality, nutritious and great-tasting products. homes for lower income families. build healthier, happier families.
As a clear reflection of this, in 2016 NESTL
EVERYDAY continues to support growth and
development in children and adults alike.
Business Review
Riding on the growing trend of liquid milk Through these initiatives, NESTL JUST MILK
category, NESTL JUST MILK conducted a successfully strengthened market share,
revamp exercise in 2016, rolling out a new look. earning Nestl the second highest ranking in
the plain milk category during the first month
The new packaging features a clean and of the launch.
attractive design with eye-catching colours to
stand out amongst competitors on the shelf.
The back of pack communicates the journey
of the product from farm to shelf, preserving
the natural goodness of calcium and
protein through a gentle handling process.
Understanding consumer perception towards
imported milk, NESTL JUST MILK also
highlights that the product contains 100%
imported ingredients. A new 200ml pack size
was introduced as well, tapping on evolving
consumer demand for greater convenience
and ready-to-go products.
The new and attractive packaging of NESTL JUST MILK sets our brand apart from our competitors in stores.
20 CORPORATE REPORT 2016
Business Review
Business Review
Business Review
NESPRESSO
Leveraging on the rising demand for machine range to enhance brand awareness has seen a favourable response from coffee
sophisticated and high-quality coffee amongst and introduce the latest offering in coffee lovers in Malaysia, recording strong sales
consumers, the Group introduced premium machines to Malaysians. Reiterating the fact contributions.
portioned coffee, NESPRESSO to Malaysian that coffee culture in Malaysias capital city
shores in 2016. is on par with New York, London, Beijing and Well-positioned in the most dynamic and
Pisa, Kuala Lumpur is one of only five cities fastest-growing segment of the global coffee
With over 30 years of success and innovation in the world to be featured in the launch of market, NESPRESSO focuses on both direct-
in the premium portioned coffee market the new CitiZ machine. The CitiZ is the ideal to-consumer and business-to-business sales.
around the world, Malaysians can now accompaniment for any modern kitchen and
experience NESPRESSOs world-renowned
highest quality Grand Cru coffees, easy-
to-use, stylish machines and personalised
services through the NESPRESSO Club,
NESPRESSOs exclusive community for
coffee connoisseurs.
As an autonomous globally-managed
business of the Nestl Group, NESPRESSO
builds on its legacy to revolutionise coffee
drinking habits. Riding on the strength of
the brand, the quality of the brands coffees
and its unique service offering, NESPRESSO
offers the Group exciting growth opportunities
through strong innovation and active
engagement efforts with consumers.
Business Review
Business Review
MAGGI OATMEE Mi Goreng Curry Flavour combines whole grain oats with wheat to bring consumers steamed noodles with the added goodness of fibre.
The brands market penetration in the noodles cooking competition in collaboration with the removing waste across the value chain. This
category was also driven by the accelerated Ministry of Education. enabled the brand to maintain the affordability
growth of MAGGI Hot Cup, led by the introduction of its products and sustain value creation for
To manage rising input costs, MAGGI its stakeholders.
of a new and improved Tom Yam variant.
maintained its focus on driving efficiency and
MAGGI Culinary continues to grow from
strength to strength, led by MAGGI
CUKUPRASA all-in-one seasoning as well as
MAGGI Oyster Sauce. MAGGI CUKUPRASA
enhanced visibility through strategic
merchandising in the fresh section of top
accounts, massive dry sampling, in-store
sampling and higher investment in digital
to provide recipe ideas. By leveraging on
the appeal of a popular celebrity in our
communication to consumers, we saw
accelerated growth for the business.
Business Review
NESTL
Contest. The competition sought out
Malaysias most creative home cook using
Natural Set Yogurt as a healthier, low fat
CHILLED DAIRY
ingredient replacement in their favourite
recipes. Prizes worth a total of RM60,000
were up for grabs, including a kitchen
makeover for the Grand Prize winner.
Finalists faced off in the Grand Finale of the
Cooking Contest where they presented their
dishes to a panel of judges.
Business Review
In order to drive sales and encourage greater As part of its innovation drive, NESCAF also
consumption of MILO on-the-go, MILO UHT introduced a new product during the year,
held a Pack To School integrated campaign NESCAF Tarik. By combining the familiar
to inspire children to pack a MILO UHT in taste of NESCAF with the Tarik method,
their recess boxes, thus encouraging them to a well-known Malaysian beverage-making
consume a healthy and convenient breakfast technique, the brand created NESCAF Tarik,
in school. a convenient, ready-to-drink beverage.
In line with this campaign, initiatives such This latest product leverages on the fact
as in-store promotions, roadshows, media that NESCAF Tarik is one of Malaysias
engagement and a consumer contest were most popular drinks. Consumer response
organised to boost awareness. As a result has been very positive, especially for busy,
of the Pack To School campaign, MILO on-the-go Malaysians. This contributed to the
UHT reinforced the brands strong market solid growth for the NESTL Ready-to-Drink
share, clearly reflecting that MILO remains a Business Unit in 2016.
favourite among Malaysian households.
During the Pack To School Campaign, children were
NESCAF continued to showcase strong encouraged to pack a MILO UHT in their recess boxes to
growth in the Malaysian market as it give them energy to go further in school.
CORPORATE REPORT 2016 27
Business Review
As part of the Groups continuous drive and Caramelized Macchiato Surprise, for a
towards product innovation in order to meet sumptuous ice cream experience.
consumers evolving needs, NESTL Ice
Cream recorded a solid year of growth with During the year, we also unveiled the
the launch of various new products in 2016. first new flavour in the premium range of
DRUMSTICK ice cream: Caff de Caramel. NESTL Ice Creams unique Combi spotted during the
Reinforcing MILOs leadership position as one of Coffee-flavoured ice cream made from the NESTL DRUMSTICK Caff de Caramel launch at the
Surian Tower lobby.
Malaysias most well-loved brands, we launched finest coffee beans brewed and frozen to
the MILO frozen confection in 2016 as a new perfection, with roasted almonds drizzled
variant of MILO Ice Cream, offering consumers with swirls of caramel, this product resonates
their favourite chocolate malt beverage in an well with target consumers, tapping into the
ice cream stick format and multipack format rising trend of the coffee culture in Malaysia.
for a cool and refreshing treat. This latest
addition contributed to MILOs strong household In line with our commitment to satisfying
penetration and market share. Malaysian taste buds, we also launched the
NESTL Tradisi Potong ice cream range this
Meanwhile, catering to consumer demand for year. A classic Malaysian treat, potong ice
indulgent and premium products, in 2016 we cream is well-loved for its localised flavours.
expanded the LA CREMERIA ice cream range Capitalising on this fast-growing segment,
to launch the 750ml pint format, repackaged the NESTL Tradisi Potong range allows
from the previous tub format, enabling consumers to savour familiar home-grown
consumers to enjoy a convenient pint-sized favourites, offering traditional Malaysian
treat. In addition, we introduced two new flavours of Coconut & Gula Melaka (Coconut &
decadent flavours to the LA CREMERIA ice Palm Sugar), Kacang Merah (Red Bean) and
cream range: Luscious Mango Sensation Sirap Bandung Klasik (Rose Syrup with Milk).
28 CORPORATE REPORT 2016
Business Review
NESTL
CONFECTIONERY
NESTL KIT KAT
became the
first global
confectionery brand
to source
from 100% certified
sustainable cocoa
through the
NESTL COCOA
The NESTL Confectionery Business Unit
continued to deliver a solid performance in
Officiated by His Royal Highness Raja Muda
of Selangor, Tengku Amir Shah Ibni Sultan
PLAN.
2016, maintaining its strong position as the Sharafuddin Idris Shah Alhaj, the KIT KAT
market leader in the chocolate category. CHOCOLATORY provides consumers the
opportunity to design their own personalised
In April, NESTL KIT KAT became the first KIT KAT bars, with up to 10,000 possible KIT
global confectionery brand to source from KAT variations. The KIT KAT CHOCOLATORY
100% certified sustainable cocoa through also offers pre-made special editions with
the NESTL COCOA PLAN. Reflecting unique Malaysian flavours such as KIT KAT
Nestls business philosophy of Creating King of Fruits (Durian) and KIT KAT Nasi
Shared Value, all KIT KAT products produced Lemak. As a result of excellent consumer
worldwide, including those manufactured at response to this innovative concept store,
the Nestl Malaysia factory in Chembong, the NESTL Confectionery Business Unit
Negeri Sembilan are made from 100% demonstrated strong growth in 2016.
sustainable, high-quality cocoa sourced from
Cte dIvoire.
Business Review
NESTL NESTL
PROFESSIONAL
PROFESSIONAL continues to
provide meaningful
solutions through
our high quality
brands and
nutritious products.
The 9th NESTL PROFESSIONAL Culinary Arts Awards provided talented young chefs with the opportunity to
demonstrate their culinary skills.
Business Review
NESTL
INFANT NUTRITION
Chew Soi Ping, Executive Director, Sales of Nestl
Malaysia and representatives from NESTL Infant
Nutrition at the launch of CERELAC NUTRIPUFFS during
the TCE Baby Expo at Mid Valley Exhibition Centre.
IMPORTANT NOTICE: The World Health Organization recommends exclusive breastfeeding during the first six months of life and continued breastfeeding for as long as possible. As
babies grow at different paces, health professionals should advise the mother on the appropriate time when her baby should start receiving complementary foods. NANKID OPTIPRO
3 and NANKID OPTIPRO 4 are formulated milk powders for children aged one year and above. Not suitable for use as breast-milk substitute.
CORPORATE REPORT 2016 31
Business Review
Nestl in Society:
CREATING SHARED VALUE AND MEETING OUR COMMITMENTS
At Nestl, the concept of Creating Shared Value (CSV) is at
the heart of our organisational culture and is firmly embedded
throughout our business.
At Nestl, the concept of Creating Company to prosper, we must ensure that the resources, both in terms of talent and
Shared Value (CSV) is at the heart of our communities we have a presence in thrive capital, in those areas where the potential
organisational culture and is firmly embedded as well. Creating Shared Value goes one for joint value creation is the greatest, and
throughout our business operations. Our step further than the concept of Corporate seeks collaborative action with relevant
CSV approach is founded in our belief that Social Responsibility where value creation stakeholders in society.
the success of society and businesses are can be optimised for both the business and
mutually reinforcing. As such, in order for our society. As a result, the company invests
Creating
Shared Value Water &
beyond sustainability, Environment
Nutrition, Water, to create value for
Rural Development shareholders and society
integrally linked to our core
business
Water is one of our most critical resources,
the scarcity of which will have a drastic
impact on quality of life as well as on our
business operations.
Sustainability meet the needs of
Protect the future the present without
compromising future
generations
Rural
Development
Compliance
Laws, business principles, comply with
codes of conduct the highest
standards The overall wellbeing of our various
stakeholders farmers, rural communities,
employees, small entrepreneurs and suppliers
is key to our continued success and the
The Nestl in Society Pyramid nations development.
CORPORATE REPORT 2016 33
Nestl in Society:
Creating Shared Value and Meeting Our Commitments
Instilling good values starts young and similarly, the concept of Creating Shared Value needs to be inculcated at an early stage. With the belief that we must create long-term value for society
in order for the Company to prosper, Nestl is committed to consistently deliver on our brand promise, producing only the best for our consumers and creating sustainable opportunities for the
communities whom we engage with.
Meeting Our Commitment through Our through our key focus areas and programmes By ensuring that CSV is incorporated at all
Three Key Pillars outlined here: levels of our business, we are confident that
we will continue to create a win-win situation
As part of our commitment to CSV, we aim Nutrition for both the Company and society. This will
to create joint economic and social value for NESTL HEALTHY KIDS Programme ultimately help to address prevalent issues
both our shareholders and society, as this Our Halal Commitment in health and nutrition, sedentary lifestyles,
subsequently contributes to the sustainable Nutritious Product Innovation aging populations and rising health costs;
growth of our Company over the long-term. Responsible Marketing agriculture issues and rural poverty; as well
With this in mind, we focus on the three key as water, energy and climate change.
areas of Nutrition, Water & Environment, and Water & Environment
Rural Development, which are core to our Project RILEAF For further information on our CSV initiatives, please
refer to our Nestl in Society Report 2016: Creating
business strategy and vital to the welfare of Water Management
Shared Value and Meeting Our Commitments, which
our stakeholders. Climate Change can be downloaded from our corporate website:
www.nestle.com.my. Other CSV-related information can
We actively seek engagement and Rural Development also be obtained from www.nestle.com.
partnerships with the outside stakeholders NESTL PADDY CLUB
that optimises positive impact in these areas NESTL CHILLI CLUB
of focus. Creating Shared Value is not about Responsible Sourcing
philanthropy. It is about leveraging core
activities and partnerships for the joint benefit In order to further reinforce the trust of our
of the people in the countries where we stakeholders, we are deeply committed to
operate and of our shareholders, upholding our efforts within these key areas.
34 CORPORATE REPORT 2016
h e l p s res t o re
a n d m a i n ta i n
a l e r t n es s a n d
i n c re a s eS y o u r
a t te n t i ve n es s
M a d e f ro m a b l e n d
o f R o b u s ta a n d
Ara b i c a b e a n s
A u n i q ue te c h n o l o g y
w hi c h s e a l s t h e a ro m a
o f f res h l y ro a s te d b e a n s
BOARD OF DIRECTORS
Board of Directors
6. Alois Hofbauer
PROFILE
OF
DIRECTORS
01 Y.A.M. Tan Sri Dato Seri Syed Anwar Jamalullail
07 Alois Hofbauer
Profile of Directors
Profile of Directors
Profile of Directors
Profile of Directors
Dato Frits van Dijk has been a director of the Company since 26th April 2006. He was
initially appointed as a Non-Independent, Non-Executive Director and was later re-designated
as an Independent, Non-Executive Director on 19th November 2013. He is a member of the
Nomination Committee and the Compensation Committee.
CORPORATE REPORT 2016 43
Profile of Directors
Tan Sri Datuk Yong Poh Kon has been a director of the Company since 25th April 2011. He is In the financial year ended 31st December
a member of the Nomination Committee. 2016, Tan Sri Datuk Yong Poh Kon has
attended four (4) out of the five (5) meetings
of the Board of Directors.*
44 CORPORATE REPORT 2016
Profile of Directors
Profile of Directors
ALOIS HOFBAUER
Alois Hofbauer has been a director of the Group since 22nd February 2013. He is a Member of In the financial year ended 31st December
the Compensation Committee. 2016, Alois Hofbauer has attended all five (5)
meetings of the Board of Directors.*
46 CORPORATE REPORT 2016
Profile of Directors
Martin Peter Kruegel has been a director of the Company since 1st October 2014.
CORPORATE REPORT 2016 47
Profile of Directors
Tengku Ida Adura Tengku Ismail has been the Company Secretary of the Group since 2013.
She is a certified Company Secretary, being a member of the Malaysian Association of
Company Secretaries.
5 Nirmalah Thurai 6 Alois Hofbauer 7 Chew Soi Ping 8 Martin Peter Kruegel
Executive Director, Chief Executive Officer Executive Director, Sales Chief Financial Officer
Cereal Partners Malaysia
Alois Hofbauer is the Chief Executive Officer Martin Peter Kruegel is the Chief Financial Gavin Schwarzenbach was appointed
of the Company. He was appointed to the Officer of the Company. He joined the Executive Director, Supply Chain on
Company on 22 February 2013. A graduate Company on 1 October 2014. His career with 2 June 2014. His career with Nestl began in
of the Swiss Business School, International Nestl began in 1995 with Nestl Germany 1987 when he joined Nestl United Kingdom
Institute for Management Development (IMD) where he held various positions in the areas in Operations Research. He later embarked
and the University of Innsbruck, Austria, Alois of Supply Chain, Finance, Accounting and on an expatriate career in 1994. He was the
Hofbauers career with Nestl began over 20 Controlling, after which he was transferred Supply Chain Director of Nestl Denmark from
years ago when he joined Nestl Austria as a to the Nordics in 2006, where he assumed 2001 to 2004, afterwhich he was appointed
Sales and Marketing Trainee. He has a strong the role of Finance Manager for Cereal as Head of Supply Chain for the European
leadership track record in country management Partners. In 2008, Martin Peter Kruegel Nutrition Business. Gavin Schwarzenbach
and a deep understanding of business in Asia. was promoted to Nestl Nigeria as Head of then moved to Nestl USA in 2009 as the
Over the last 20 years, he has held various Finance & Control, a position he held until Head of Supply Chain for Nutrition North
Senior Management positions in the region the end of September 2014. America and then to Nestl S.A. in 2012 as
before becoming the Managing Director of Head of Supply Chain for the Global Nutrition
Nestl Taiwan in 2004 and subsequently the Business, a position he held until the end of
Managing Director of Nestl Sri Lanka in 2010. May 2014.
50 CORPORATE REPORT 2016
Nirmalah Thurai is the Business Executive Adnan Pawanteh is the Executive Director, Shahzad Umar was appointed Executive
Officer for Cereal Partners Malaysia, a Technical & Production of the Company. Director, Group Human Resources on
position she has held since 2006. She joined As an Engineering degree holder with 1 March 2016. He started his career as a
the Company in 1981 as a Market Research a Masters of Business Administration Management Trainee with Nestl Pakistan in
Executive. In 1987, she moved to Nestl in Management, he began as a Trainee 2001, where he held various managerial posts
United Kingdom for a year, before returning Engineer with the Company in 1984. He in Human Resources. He was then expatriated
to Malaysia as a Product Executive. Nirmalah subsequently held various positions in the to Malaysia in April 2009 as the Group
Thurai held various managerial positions over Technical area. In 2001, he was posted to Human Resources Manager for Organisational
the next 12 years in the Food Business, before Nestl Australia where he was assigned Development. In June 2012, Shahzad Umar
she was appointed as the Manager for Chilled to the position of Industrial Performance returned to Pakistan where he headed the
Dairy Business Unit in 2000. She graduated Manager and Production Manager before Human Resources Division of Nestl Pakistan
with a Bachelors Degree in Arts from returning to Malaysia as the Factory for more than three years. He holds a Masters
Universiti Sains Malaysia. Manager of Nestl Shah Alam Complex of Business Administration from the University
in 2002. In 2010, Adnan Pawanteh was of Nottingham, Malaysia Campus and a Degree
transferred to Nestl Turkey as Technical in Mechanical Engineering from the University
Director, a position he held until the end of of Engineering and Technology, Lahore.
May 2012.
CORPORATE REPORT 2016 51
CHEW SOI PING KUMARAN NOWURAM TENGKU IDA ADURA TENGKU ISMAIL
(Appointed from 1 January 2017)
Executive Director, Sales Business Executive Officer, Ready-to-Drink Executive Director, Legal & Secretarial
Chew Soi Ping was appointed as the Kumaran Nowuram was appointed Business Tengku Ida is the Executive Director,
Executive Director, Sales on Executive Officer, Ready-to-Drink on Legal & Secretarial and the Company
1 October 2015. He started his career in the 1 October 2015. He began his career with the Secretary for the Group, and was appointed
Company in 1988 as a Management Trainee, Company in 1994 as a Management Trainee. to the Executive Leadership Team on
where he first gained experience in Sales. In 2002, he became Group Brand Manager for 1 January 2017. She joined the Company
In 2008, he was appointed Executive Director the Dairy business before he was expatriated in 2005 as a Legal Counsel and was
(Ice Cream) in Malaysia before transitioning to Nestl Middle East in 2003 to head the expatriated to Nestl S.A., Switzerland
to the role of Executive Director, Nestl Dairy business for the region, stationed in as Legal Counsel for Zone Asia, Oceania,
Continuous Excellence. This was followed by Dubai. In 2009, he took up the role of Business Africa and Middle East in 2010. Upon her
an expatriation to the Philippines as the Senior Executive Manager (Dairy) based in India, return in 2013, she assumed the position
Vice President (Ice Cream) in 2013, before becoming the Executive Director, Sales of Head of Legal & Secretarial responsible
a position he held until August 2015. of the Company before moving to his current for the legal, secretarial and compliance
Chew Soi Ping holds a Masters in Business role. He holds a Bachelors Degree in Social functions of the Company. She graduated
Administration from the University of Central Sciences (Economics) from Universiti Sains with a Bachelor of Laws (Hons) from the
Arkansas, USA and Bachelor of Science in Malaysia and has also attended the Programme University of Nottingham, United Kingdom and
Marketing (Honours) from the University of for Executive Development at the International was admitted as a Barrister-at-Law of the
Ozarks, Arkansas, USA. Institute for Management Development (IMD) in Honourable Society of Lincolns Inn. She was
Lausanne, Switzerland. also called to the Malaysian Bar.
52 CORPORATE REPORT 2016
1 Heike Steiling
2 Gavin Schwarzenbach
3 Alois Hofbauer
11 Jasmmine Wong
12 Sherif Hani
10 12
8
6 7 11
4 3
5 9
1 2
CORPORATE REPORT 2016 53
13 Xavier Payrard
14 Shahzad Umar
15 Ng Su Yen
16 Nirmalah Thurai
17 Sachin Goel
18 Martin Peter Kruegel
19 Philomena Tan
20 Kumaran Nowuram
21 Rosalyn Simba
22 Wilfrid Foo
23 Jan-Willem Boezelman
23
17
19 20
18 22
21 16
13 15
14
54 CORPORATE REPORT 2016
ORGANISATION STRUCTURE
SHARED SERVICES
CHIEF EXECUTIVE
OFFICER, NESTL
(MALAYSIA) BERHAD Executive Director, Corporate Affairs
Head of Innovation
Organisation Structure
Business Executive Officer Business Executive Officer Business Executive Officer Business Executive Officer
Business Executive Officer Business Executive Officer Business Executive Officer Business Executive Officer
CORPORATE INFORMATION
BOARD OF DIRECTORS
Y.A.M. TAN SRI DATO SERI SYED ANWAR JAMALULLAIL TAN SRI DATUK (DR.) RAFIAH BINTI SALIM
Independent, Non-Executive Director Independent, Non-Executive Director
Chairman of the Board of Directors Member of the Audit Committee
Chairman of the Audit Committee Member of the Compensation Committee
Chairman of the Nomination Committee
Chairman Y.A.M. Tan Sri Dato Seri Syed Chairman Y.A.M. Tan Sri Dato Seri Syed
Anwar Jamalullail Anwar Jamalullail
Members 1 Dato Mohd. Rafik Bin Shah Mohamad Members 1 Tan Sri Datuk Yong Poh Kon
2 Tan Sri Datuk (Dr.) Rafiah Binti Salim 2 Dato Frits van Dijk
Tengku Ida Adura Tengku Ismail 22-1, 22nd Floor, Menara Surian
(MACS 01686) No. 1, Jalan PJU 7/3, Mutiara Damansara
Tel : +603 7965 6000 47810 Petaling Jaya, Selangor Darul Ehsan
Fax : +603 7962 7213 Tel : +603 7965 6000
E-mail : TengkuIdaAdura.TengkuIsmail@my.nestle.com Fax : +603 7965 6767
CORPORATE REPORT 2016 57
Corporate Information
TOH PUAN DATO SERI HAJJAH DR. AISHAH ONG SHARE REGISTRAR TRICOR INVESTOR & ISSUING
Independent, Non-Executive Director HOUSE SERVICES SDN. BHD.
(11324-H)
Unit 32-01, Level 32, Tower A
ALOIS HOFBAUER Vertical Business Suite
Executive Director Avenue 3, Bangsar South
Chief Executive Officer No. 8, Jalan Kerinchi
(Alternate Director to Martin Peter Kruegel) 59200 Kuala Lumpur
Member of the Compensation Committee Tel : +603 2783 9299
Fax : +603 2783 9222
www.nestle.com.my
58 CORPORATE REPORT 2016
CORPORATE DIRECTORY
SRI MUDA
NESTL MANUFACTURING (MALAYSIA) SDN. BHD. (315081-K)
Lot 75 & 76, Jalan Playar 15/1
Kawasan Perindustrian Shah Alam
40700 Shah Alam
Selangor Darul Ehsan
Tel : +603 5520 6400
Fax : +603 5520 6500
CORPORATE REPORT 2016 59
Corporate Directory
KUCHING
NESTL MANUFACTURING (MALAYSIA) SDN. BHD. (315081-K)
Lot 844, Block 7
Muara Tebas Land District
Sejingkat Industrial Park
93714 Kuching
Sarawak
Tel : +6082 472 800
Fax : +6082 472 999
60 CORPORATE REPORT 2016
M AG G I C u r ry
s e a s o n i n g u s es
1 2 d i ffe re n t
s p i c es a n d re a l
c hi l l i es t h a t a re
slow ly cooked to
p e rfe c t i o n u n t i l
t h e o i l b re a k s
p e c a h m i n y a k
H i g h p ro tei n
w h e a t f l o u r,
s o u rc e d f ro m
Au s t ra l i a
S o u rc e o f
e n e rg y f ro m
c a r b o h y d ra tes
NOTICE IS HEREBY GIVEN THAT the 33rd Annual General Meeting of the Company
will be held at Ballroom B & C, Hilton Kuala Lumpur, 3 Jalan Stesen Sentral, 50470
Kuala Lumpur on Thursday, 27 April 2017 at 10.00 a.m. for the transaction of the
following business:
AGENDA
As Ordinary Business
1. TO RECEIVE the statutory financial statements for the financial year ended 31 December 2016 and the Directors
and Auditors reports thereon.
2. TO APPROVE the payment of a final dividend of 130 sen per share, under a single-tier system, in respect of the
financial year ended 31 December 2016. Resolution 1
3.1 Fees of RM1,080,000.00 for the financial year ended 31 December 2016. Resolution 2
3.2 Benefits of RM290,000.00 for the financial period from 1 January 2017 to 30 June 2018. Resolution 3
4. TO RE-ELECT the following Directors retiring in accordance with Article 90.1 of the Companys Articles of
Association, comprising part of the Constitution of the Company:
5. TO RE-APPOINT Messrs. KPMG PLT (Firm No. AF 0758) as auditors of the Company and to authorise the
Directors to fix their remuneration. Resolution 6
As Special Business
6. Re-appointment of Directors
THAT the following Directors be hereby re-appointed as Directors of the Company:
6.1 Toh Puan Dato Seri Hajjah Dr. Aishah Ong Resolution 7
6.2 Tan Sri Datuk Yong Poh Kon Resolution 8
7. Proposed Renewal of Shareholders Mandate and New Shareholders Mandate for Recurrent Related Party
Transactions of a Revenue or Trading Nature as set out under Section 2.3(a) of the Circular to Shareholders
dated 29 March 2017.
THAT approval be hereby given for the renewal of the mandate granted by the shareholders of the Company
on 28 April 2016 and new shareholders mandate pursuant to paragraph 10.09 of the Main Market Listing
Requirements of the Bursa Malaysia Securities Berhad, authorising the Company and/or its subsidiaries to
enter into the recurrent related party transactions of a revenue or trading nature as set out in Section 2.3(a)
of the Circular to Shareholders dated 29 March 2017 with the related parties mentioned therein which are
necessary, for the Company and/or its subsidiaries day-to-day operations and which are carried out in the
ordinary course of business on terms which are not more favourable to the related parties than those generally
available to the public and are not to the detriment of minority shareholders.
THAT the authority conferred by such mandate shall commence upon the passing of this resolution and continue
to be in force until:
(i) the conclusion of the next Annual General Meeting (AGM) of the Company following the forthcoming AGM
at which such mandate is approved, at which time it will lapse, unless by a resolution passed at the next
AGM, the mandate is renewed;
(ii) the expiration of the period within which the next AGM of the Company after the forthcoming AGM is
required to be held pursuant to Section 340(2) of the Companies Act 2016 (but must not extend to such
extension as may be allowed pursuant to Section 340(4) of the Companies Act 2016); or
(iii) revoked or varied by resolution passed by the shareholders in a general meeting;
whichever is earlier;
THAT the Directors be and are hereby authorised to complete and do all such acts and things (including executing such
documents as may be required) to give effect to the transactions contemplated and/or authorized by this resolution. Resolution 9
10. TO TRANSACT any other business of which due notice shall have been given.
NOTICE IS ALSO HEREBY GIVEN THAT, subject to the approval of the shareholders at the 33rd Annual General Meeting of the Company, a final
dividend of 130 sen per share, under a single-tier system in respect of the financial year ended 31 December 2016 will be paid to the shareholders on
8 June 2017. The entitlement date for the said dividend shall be 18 May 2017.
FURTHER NOTICE IS HEREBY GIVEN THAT a depositor shall qualify for entitlement only in respect of:
A. Shares transferred into the Depositors Securities Account before 4.00 p.m. on 18 May 2017 in respect of ordinary transfers; and
B. Shares bought on the Bursa Malaysia Securities Berhad on a cum entitlement basis according to the rules of the Bursa Malaysia Securities Berhad.
Petaling Jaya
29 March 2017
Notes:
(i) A member of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote in his place. A proxy may, but need not be, a
member of the Company.
(ii) The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing or if the appointor is a corporation
either under the corporations seal or under the hand of an officer or attorney duly authorised.
(iii) Where a member of the Company is an authorised nominee as defined under the Central Depositories Act, he may appoint not more than two (2) proxies in respect
of each Securities Account he holds with ordinary shares of the Company standing to the credit of the said Securities Account. Where a member of the Company is
an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one (1) Securities Account (omnibus account), there
is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account he holds.
Where an authorised nominee appoints two (2) proxies, or where an exempt authorised nominee appoints two (2) or more proxies, the proportion of shareholdings
to be represented by each proxy must be specified in the instrument appointing the proxies.
(iv) An authorised nominee or an exempt authorised nominee with more than one (1) Securities Account must submit a separate instrument of proxy for each securities account.
(v) The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority
shall be deposited at the office of the Share Registrar of the Company, Tricor Investor and Issuing House Services Sdn. Bhd. (Company No. 11324-H), at Unit 32-01, Level
32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia, not less than 48 hours before the time appointed
for holding the meeting or adjourned meeting at which the person named in the instrument proposed to vote, or in the case of a poll, not less than 24 hours before the
time appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid. The Share Registrar will also provide a box for drop-in of proxy
forms at Customer Service Counter, Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia.
(vi) In respect of deposited securities, only members whose names appear in the Record of Depositors on 19 April 2017 shall be entitled to attend, speak and vote at the
general meeting.
CORPORATE REPORT 2016 65
This item of the Agenda is meant for discussion only. The provisions of Section 340(1) of the Companies Act 2016 require that the audited financial statements and the
Reports of the Directors and Auditors thereon be laid before the Company at its Annual General Meeting. As such this Agenda item is not a business which requires
a resolution to be put to vote by shareholders.
Tan Sri Dato Seri Syed Anwar Jamalullail and Dato Frits van Dijk are standing for re-election as Directors of the Company and being eligible, have offered themselves
for re-election.
3. Re-appointment of Messrs. KPMG PLT (Firm No. AF 0758) as Auditors of the Company
The Board had at its meeting held on 28 February 2017 approved the recommendation by the Audit Committee on the re-appointment of Messrs. KPMG PLT (Firm
No. AF 0758) as Auditors of the Company. The Board and Audit Committee collectively agreed that Messrs. KPMG PLT (Firm No. AF 0758) has met the relevant
criteria prescribed by Paragraph 15.21 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.
4. Re-appointment of Directors
The proposed Ordinary Resolution under item 6 is to seek shareholders approval on the re-appointment of Toh Puan Dato Seri Hajjah Dr. Aishah Ong and Tan Sri Datuk
Yong Poh Kon, who had been re-appointed in the previous Annual General Meeting held on 28 April 2016 as Directors under Section 129(6) of the former Companies
Act 1965 which was then in force and whose term would expire at the conclusion of this meeting, as Directors of the Company. If passed, the proposed Resolution 7 and
Resolution 8 will authorise the continuation of the Directors in office from the date of this Annual General Meeting onwards.
The proposed resolution is to seek a renewal of shareholders mandate and new shareholders mandate to allow the Company and/or its subsidiaries to enter
into recurrent related party transactions of a revenue or trading nature. For further information, please refer to the Circular to Shareholders dated 29 March 2017
accompanying the Companys Annual Report for the financial year ended 31 December 2016.
The proposed resolution is to seek shareholders approval to retain Tan Sri Dato Seri Syed Anwar Jamalullail as an Independent, Non-Executive Director. He
has served the Company as an Independent, Non-Executive Director since 5 November 2004 for a cumulative period of over nine (9) years and he has served as
Chairman of the Board for the last seven (7) years since 16 April 2009. The Nomination Committee has made the necessary assessment and recommended to the
Board that he be retained as an Independent Director of the Company based on his ability to maintain his independence of judgment and to express and maintain
unbiased views without any influence. His position as an Independent Non-Executive Director has been assessed pursuant to Recommendation 3.2 of the MCCG 2012
and it has been agreed to retain Tan Sri Dato Seri Syed Anwar Jamalullail as an Independent Non-Executive Director of the Board of Directors and as Chairman
of the Audit Committee. The recommendation to re-elect Tan Sri Dato Seri Syed Anwar Jamalullail is based on his exemplary leadership and dedication to his
responsibilities as the Chairman of the Board and his in-depth understanding and knowledge of the Companys business as well as the strategies and direction of the
Company. His vast knowledge and expertise on corporate matters of different industries and environment and his experience in various companies and capacities
suits the Companys required mix of skills and Board diversity. There is no doubt that Tan Sris leadership has ensured effective check and balance in the proceedings
of the Board and the Board Committees and encourages active participations from all members of the Board. He is practical in his analysis and assessment and is
able to provide practical guidance to the Management Team in strategy matters. He is also vocal in his outlook and views and has provided the Board with a strong
and principled voice. Tan Sris unwavering support to the Companys initiatives in implementing different strategies in moving the Company forward and strengthening
the Companys credibility and reputation as the leader in the food and beverage industry proved to be invaluable to the Company especially in times when the general
market outlook has been quite uncertain. The proposed resolution would also allow him to serve as Chairman of the Audit Committee pursuant to the requirements
of Paragraph 15.10 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.
The proposed Special Resolution, if passed, will bring the Companys Constitution in line with the enforcement of the Companies Act 2016 and to enhance administrative
efficiency. The proposed new Constitution is set out in Part B of the Circular to Shareholders dated 29 March 2017 accompanying the Companys Annual Report for
the financial year ended 31 December 2016.
This page has been intentionally left blank.
P R O X Y Nestl (Malaysia) Berhad (110925-W)
(Incorporated in Malaysia)
F O R M
No. of shares held
of _______________________________________________________________________________________________________________
being a member of Nestl (Malaysia) Berhad, hereby appoint *the Chairman of the meeting or _________________________________________
of _______________________________________________________________________________________________________________
My/Our proxy is to vote as indicated with an X below. If no specific direction as to voting is given, the proxy will vote or abstain from voting at
his discretion.
No. Resolutions For Against
To approve the payment of a final dividend of 130 sen per share, under a single-tier system, in respect of
1.
the financial year ended 31 December 2016.
2. To approve the payment of Directors fees of RM1,080,000.00 for the financial year ended 31 December 2016.
To approve the payment of Directors benefits of RM290,000.00 for the financial period from 1 January
3.
2017 to 30 June 2018.
4. To re-elect Tan Sri Dato Seri Syed Anwar Jamalullail as a Director of the Company.
5. To re-elect Dato Frits van Dijk as a Director of the Company.
To re-appoint Messrs. KPMG PLT (Firm No. AF 0758) as auditors of the Company and to authorise the
6.
Directors to fix their remuneration.
7. To re-appoint Toh Puan Dato Seri Hajjah Dr. Aishah Ong as a Director of the Company.
8. To re-appoint Tan Sri Datuk Yong Poh Kon as a Director of the Company.
Proposed Renewal of Shareholders Mandate and New Shareholders Mandate for Recurrent Related
9. Party Transactions of a Revenue or Trading Nature as set out under Section 2.3(a) of the Circular to
Shareholders dated 29 March 2017.
10. Retention of Independent Director.
11. Proposed Adoption of New Companys Constitution
(i) A member of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote in his place. A proxy may, but need not
be, a member of the Company.
(ii) The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing or if the appointor is a
corporation either under the corporations seal or under the hand of an officer or attorney duly authorised.
(iii) Where a member of the Company is an authorised nominee as defined under the Central Depositories Act, he may appoint not more than two (2) proxies in
respect of each Securities Account he holds with ordinary shares of the Company standing to the credit of the said Securities Account. Where a member of the
Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one (1) securities account (omnibus
account), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account he holds.
Where an authorised nominee appoints two (2) proxies, or where an exempt authorised nominee appoints two (2) or more proxies, the proportion of
shareholdings to be represented by each proxy must be specified in the instrument appointing the proxies.
(iv) An authorised nominee or an exempt authorised nominee with more than one (1) Securities Account must submit a separate instrument of proxy for each
Securities Account.
(v) The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or
authority shall be deposited at the office of the Share Registrar of the Company, Tricor Investor & Issuing House Services Sdn. Bhd. (Company No. 11324-H),
at Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia, not less than 48
hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposed to vote, or in the case
of a poll, not less than 24 hours before the time appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid. The
Share Registrar will also provide a box for drop-in of proxy forms at Customer Service Counter, Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar
South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia.
(vi) In respect of deposited securities, only members whose names appear in the Record of Depositors on 19 April 2017 shall be entitled to attend, speak and vote
at the general meeting.
Please fold here to seal
Affix postage
stamp
Tricor Investor & Issuing House Services Sdn. Bhd.
(Company No. 11324-H)
Unit 32-01, Level 32, Tower A
Vetical Business Suite, Avenue 3
Bangsar South, No. 8, Jalan Kerinchi
59200 Kuala Lumpur
www.nestle.com.my