THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Dreyer’s Grand Ice Cream Holdings, Inc. (DRYR)

4/7/2005 Proxy Information

William F. Cronk served as President of Dreyer's Grand Ice Cream, Inc. from April 1981 to October 2003.

Jan L. Booth was self-employed as a business consultant since 1988 and from 1981 to 1987, served as Vice President - Marketing of Dreyer’s Grand Ice Cream, Inc.

The Company, Nestlé and Nestlé S.A. entered into the Governance Agreement in connection with the Dreyer’s Nestlé Transaction. Nestlé S.A. is a party to the Governance Agreement only with respect to Article I (which relates to the redemption and repurchase of the Company’s Class A Callable Puttable Common Stock), Article II (which relates to Nestlé’s standstill and the payment provisions relating to the redemption of the Company’s Class A Callable Puttable Common Stock) and Article VIII (which contains miscellaneous provisions, including indemnification provisions). The Governance Agreement was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 27, 2003 and amendment number 1 to the Governance Agreement was filed as Exhibit 4.2 to the Company’s Annual Report on Form 10-K for the year ended December 27, 2003. A summary of the terms of the Governance Agreement is provided below.

• Registration Rights: At any time after July 1, 2007 or the date that it becomes illegal for Nestlé, Nestlé S.A. or any of their affiliates to continue to own shares of the Company’s Class B Common Stock, upon Nestlé’s request, the Company will be required to prepare and file with the SEC one or more, but not more than three, registration statements covering the number of shares of the Company’s Common Stock requested by Nestlé.

• Put and Call Rights: The Governance Agreement sets forth the put and call features of the Company’s Class A Callable Puttable Common Stock, as discussed above under the caption “General” on page 5, and the Company’s obligations with respect to the put and call rights.

• Short Form Merger: If Nestlé and its affiliates own at least 90% of the outstanding voting stock of the Company and all of the outstanding shares of the Company’s Class A Callable Puttable Common Stock are converted into shares of the Company’s Class B Common Stock, then Nestlé S.A. has agreed to cause a short form merger of the Company with Nestlé or another affiliate of Nestlé S.A. and the remaining shares of Class B Common Stock (other than those owned by Nestlé and its affiliates) will be converted into cash consideration per share equal to the put price, or, if the short form merger follows a triggering event (as defined in the Governance Agreement), the triggering event price.

• Affiliate Transactions: Prior to July 1, 2007, with limited exceptions for transactions contemplated under the Governance Agreement (such as the call right), Nestlé has agreed that Nestlé and its affiliates may not engage in any material transaction with the Company in which they have a material interest without the approval of a majority of the non-Nestlé directors (see the discussion of the Board composition below).

• Nestlé Standstill: Prior to July 1, 2007, with limited exceptions for transactions contemplated under the Governance Agreement (such as the call right), Nestlé has agreed that it or its affiliates may not, directly or indirectly, purchase or otherwise acquire shares of the Company or propose or offer to purchase or acquire shares of the Company, if, as a result of the acquisition, the voting interest of Nestlé and its affiliates in the Company would exceed 67% of the Company’s Common Stock on a diluted basis.

• Nestlé Payments and Option to Purchase Directly from the Company’s Stockholders: In connection with the put or call rights, Nestlé or Nestlé S.A. have agreed to deposit the aggregate put price, redemption price or triggering event price, whichever is applicable, with a depositary to enable the Company to fund the repurchase or redemption of the shares of the Company’s Class A Callable Puttable Common Stock. In exchange, the Company agreed to issue to Nestlé or Nestlé S.A. shares of Class B Common Stock equal to the number of shares of Class A Callable Puttable Common Stock acquired by the Company by the exercise of the put or the call. The Governance Agreement also provides that, rather than funding such amounts, Nestlé or Nestlé S.A. may elect to offer to purchase shares of Class A Callable Puttable Common Stock directly from the Company’s stockholders. If this election is made, neither Nestlé or Nestlé S.A. will be required to expend any amounts in excess of the aggregate put price, redemption price or the aggregate triggering event price, as applicable, to purchase the shares of the Class A Callable Puttable Common Stock.

• Composition of the Board of Directors: As discussed under the caption “Board of Directors — Nominees for Director” above on page 6, the Governance Agreement provides that, unless changed in accordance with the Company’s bylaws, the Board of Directors of the Company will consist of ten directors. Prior to July 1, 2007, at all times 50% of the then-serving members of the Company’s Board of Directors will be directors nominated by Nestlé and Nestlé has agreed to use its best efforts to make sure that Nestlé directors do not comprise more than 50% of the then-serving members of the Company’s Board of Directors unless Nestlé acquires 100% of the Company. The three independent directors have the right to nominate any replacement for an independent director. In addition, Nestlé has also agreed that, from July 1, 2007 to July 1, 2008, at least three directors will be directors that meet Nasdaq’s independence standards, and Nestlé has agreed to use its reasonable best efforts to cause compliance with this condition unless Nestlé acquires 100% of the Company.

• Committees of the Board of Directors: The Governance Agreement provides that: (i) any committee of the Board of Directors except the Audit Committee will contain at least one director nominated by Nestlé; (ii) the Audit Committee will consist only of independent directors; and (iii) the Compensation Committee will consist of four directors, two of whom will be independent directors and two of whom will be directors nominated by Nestlé.

• Dividends: The Governance Agreement provides that the dividend policy of the Company will be to pay a dividend no less than the greater of: (i) $0.24 per share of the Company’s Common Stock on an annualized basis; or (ii) 30% of the Company’s net income per share of the Company’s Common Stock for the preceding calendar year excluding ongoing non-cash impact of accounting entries arising from the accounting for the Dreyer’s Nestlé Transaction, including increases in amortization or depreciation expenses resulting from required write-ups, and entries related to recording of the put or call options on the Class A Callable Puttable Common Stock; unless the Board of Directors, in discharging its fiduciary duties, determines not to declare a dividend in a given period. The Governance Agreement provides that the calculation of net income will exclude the ongoing non-cash impact of accounting entries arising from the accounting for the Dreyer’s Nestlé Transaction, including increases in amortization or depreciation expenses resulting from any required write-ups on the Company’s consolidated balance sheet, and any journal entries related to the recording of the put right or call right.

• Approval Rights: The Governance Agreement and the Bylaws of the Company provide that, prior to July 1, 2007, the affirmative vote of a majority of the then-authorized number of directors will be required to authorize the Company to take certain significant actions. In addition, the Company’s amended and restated certificate of incorporation provides that, prior to July 1, 2007, if the then-serving continuing directors nominated by Nestlé constitute less than 50% of the total authorized number of directors of the Company, the affirmative vote of the holders of a majority of the outstanding shares of the Company’s Class B Common Stock will be required to approve or authorize the Company to take these significant actions.

• Agreements of Nestlé as to Voting: In any election of directors, Nestlé and its affiliates agreed to vote the shares of the Company’s Common Stock for all nominees in proportion to the votes cast by the holders of the Company’s Class A Callable Puttable Common Stock. However, Nestlé and its affiliates may cast all of their votes in favor of any nominee nominated or proposed for nomination by Nestlé under the Governance Agreement. Notwithstanding the foregoing, if any person or group, other than any person or group having a Schedule 13D or Schedule 13G on file with the SEC prior to June 14, 2002, becomes the beneficial owner of 15% or more of the then outstanding shares of the Company’s Class A Callable Puttable Common Stock, then Nestlé agreed that it and its affiliates will vote their shares of the Company’s Common Stock in favor of the nominees nominated by Nestlé and the nominees nominated by the non-Nestlé directors.

• Covenants: The Company agreed to perform a number of actions, including presenting an annual plan, budget and three year business plan to the Board of Directors, not exceeding the capital spending levels specified in the Company’s annual plan, providing Nestlé with financial statements and inspection rights and submitting written quality standards regarding the production, manufacturing, packaging, transfer and supply of its product to Nestlé for its review and working with Nestlé to consider any modifications or revisions to such quality standards.

• Indemnification of Officers and Directors: The Company is required to maintain, for the benefit of the directors and officers of the Company, an insurance and indemnification policy that provides coverage for acts or omissions with coverage limits and other terms at reasonable levels consistent with industry practice.

In connection with the Dreyer’s Nestlé Transaction, NICC entered into a transition services agreement with Nestlé USA, Inc. for the provision of certain services at cost. This agreement is similar to a transition services agreement which NICC had previously entered into with Nestlé Prepared Foods. The services provided under this agreement include information technology support and payroll services, consumer response, risk management, travel, corporate credit cards and trade promotions.

Also in connection with the Dreyer’s Nestlé Transaction, the Company, NICC and DGIC entered into a research and development agreement with Nestec Ltd., an affiliate of Nestlé S.A., for the provision of certain limited research and development services being performed by Nestec Ltd. for NICC prior to the Merger Closing Date. This research and development agreement was assigned by NICC to the Company and its wholly-owned subsidiaries effective as of June 26, 2003. Pursuant to this agreement, Nestec Ltd. will provide ongoing research and development services to the Company and its wholly-owned subsidiaries.

In addition, the following agreements, which were entered into by NICC prior to the Merger Closing Date, remain in effect:

Amended and Restated Sublicense Agreement for Other Pillsbury Proprietary Information, dated as of September 1, 2002, by and between Nestlé Prepared Foods and NICC, as amended, for use of Pillsbury proprietary information (this Sublicense Agreement was assigned by NICC to the Company and its subsidiaries, pursuant to the Assignment and Assumption Agreement, dated December 11, 2003 and effective as of June 26, 2003);

Amended and Restated Sublicense Agreement for Pillsbury Trademarks and Technology, dated as of September 1, 2002, by and among Société des Produits Nestlé S.A., Nestec Ltd. and NICC, as amended, for use of Pillsbury licensed technology and Pillsbury licensed trademarks (this sublicense was assigned by NICC to the Company and its subsidiaries, pursuant to the Assignment and Assumption Agreement, dated December 11, 2003 and effective as of June 26, 2003);

Amended and Restated Other Nestlé USA Proprietary Information License Agreement, dated as of September 1, 2002, by and between Nestlé Prepared Foods and NICC, as amended, for use of Nestlé Prepared Foods proprietary information (the Company and DGIC were added as additional parties to this License Agreement, pursuant to the Second Amendment, dated December 11, 2003 and effective as of June 26, 2003);

Amended and Restated Trademark/ Technology License Agreement, dated as of September 1, 2002, by and among Nestlé S.A., Nestec Ltd., Société des Produits Nestlé S.A. and NICC, as amended, for the use of certain intellectual property (the Company and DGIC were added as additional parties to this License Agreement, pursuant to the Second Amendment, dated December 11, 2003 and effective as of June 26, 2003);

Nestlé International Co-Pack Agreement, dated as of October 8, 1999, by and between NICC and Nestlé Prepared Foods, for production, packaging and supply of products to Nestlé USA-Food Group, Inc. (or its designee) for resale outside the United States and the District of Columbia; and

Häagen-Dazs Japan Co-Pack Agreement, dated as of October 8, 1999, by and among Pillsbury, Nestlé USA-Food Group, Inc., and NICC, for production, packaging and supply of products to Pillsbury for resale to the Häagen-Dazs Japan Joint Venture.

The following transactions were completed and the following agreements were initiated since the Merger Closing Date:

Borrowings in the amount of $50,000,000 on the Demand Note, dated November 17, 2000 and executed by NICC in favor of Nestlé USA, Inc. were repaid by the Company to Nestlé USA, Inc.;

Borrowings in the amount of $60,000,000 on the Demand Note, dated September 4, 2001 and executed by NICC in favor of Nestlé USA, Inc. were repaid by the Company to Nestlé USA, Inc.;

A long-term bridge loan facility, as amended, by and among the Company and Nestlé S.A. for up to $400,000,000;

Amendment, Assumption and Release Agreement by and among Citibank N.A., DGIC, the Company, NICC, Nestlé and Nestlé USA, Inc. regarding certain irrevocable letters of credit in the aggregate amount of $7,925,000 issued by Citibank N.A. on behalf of NICC;

Distributor Agreement, effective as of September 1, 2003, between Nestlé USA, Inc. and DGIC for distribution of Nestlé frozen prepared food products;

Services Agreement, dated October 1, 2003, between Nestlé USA, Inc. and DGIC for the provision of sensory testing services;

Assignment and Assumption Agreement, effective as of June 26, 2003, by and among NICC, the Company, DGIC, Société des Produits Nestlé S.A., Nestlé Ltd. and Nestlé Prepared Foods assigning the sublicense for the Pillsbury Trademark/ Technology and other Pillsbury proprietary information to the Company and its wholly-owned subsidiaries;

Pursuant to a form of letter agreement used from time to time by DGIC, DGIC appoints a Nestlé international company as DGIC’s exclusive distributor of ice cream and other frozen dessert products within certain territories, such as: the Philippines, Singapore, Malaysia, the Caribbean region, Puerto Rico, Russia, Thailand, Mexico and Chile;

Valassis Communications, Inc. 2004-2006 Nestlé USA, Inc. Agreement dated as of December 19, 2003, among Nestlé USA, Inc., on behalf of itself and its two affiliated companies Nestlé Prepared Foods Company and Nestlé Purina PetCare Company, and DGIC for the purchase of advertising space and/or cents-off coupons;

The provision of certain tax services by Nestlé to the Company and its wholly-owned subsidiaries pursuant to the Tax Services Agreement, dated January 5, 2004, by and between Nestlé together with its direct and indirect wholly-owned subsidiaries and the Company and its wholly-owned subsidiaries;

Services Agreement (Engineering), dated February 5, 2004, between Nestlé USA, Inc. and the Company for technical assistance in connection with designing a new refrigeration system;

Services Agreement (Servers), dated February 5, 2004 between Nestlé USA, Inc. and the Company for housing three Intel servers;

Assignment and Assumption Agreement dated February 5, 2004 and effective as of June 26, 2003, among Nestec Ltd., NICC, the Company and DGIC, pursuant to which the Research and Development Services Agreement was assigned by NICC to the Company and its wholly-owned subsidiaries;

Nestlé Canada, Inc. will manufacture certain product for the Company’s subsidiary per a Memorandum of Understanding dated March 31, 2004;

Confidential Disclosure Agreement made as of April 6, 2004, between Nestlé USA, Inc. and Nestlé USA — Prepared Foods Division, Inc. and DGIC involving sharing marketing research and intelligence information;

Joint Promotion Agreement effective April 26, 2004, between DGIC and Nestlé USA, Inc. — Beverage Division regarding coupon exchange between the Dreyer’s and Nesquick brands; and

Letter Agreement dated August 23, 2004, between the Company and Nestlé USA, Inc. to provide copies of and access to certain documents and material relating to Nestlé USA, Inc.’s Environmental Audit Program;

Services Agreement dated December 2, 2004, by and between Nestlé USA, Inc. and the Company on its own behalf and on behalf of each of its direct and indirect wholly-owned subsidiaries for certain purchasing services;

Approval of Nestlé Canada Inc. to continue the use of Silhouette Brands, Inc.’s trademarks in Canada; and

Letter Agreement dated December 6, 2004, regarding a long term bridge loan facility by and among the Company and Nestlé S.A. to increase the aggregate amount of borrowing under the Nestlé Credit Arrangements to USD 650 million.

4/22/2004 Proxy Information

Ms. Booth served as Vice President of Marketing for Dreyer's from 1981 to 1987 and was previously employed by Crown Zellerbach's Consumer Products Division.

Mr. Helman is a partner with the law firm of Mayer, Brown, Rowe & Maw. Mayer, Brown, Rowe & Maw has, in the past, provided legal services to Nestlé S.A. and its affiliates unrelated to the Merger, and may continue to do so, and has received, and may continue to receive, fees for the rendering of these services.

Mr. Langman is a managing director of Rhône Group LLC (the “Rhône Group”). Under an engagement letter dated May 27, 2002, Nestlé S.A. and Nestlé USA, an affiliate of Nestlé retained the Rhône Group to act as their financial advisor in connection with the Merger. Under this engagement letter, Nestlé S.A. and Nestlé USA agreed to pay the Rhône Group a fee of $1.2 million upon announcement of the Merger and $12.0 million upon the closing of the Merger. Pursuant to the Rhône Group engagement letter, Nestlé S.A. and Nestlé USA have also agreed to reimburse the Rhône Group for its reasonable out-of-pocket expenses incurred in connection with its engagement, including reasonable fees and disbursement of its legal counsel, and to indemnify the Rhône Group and its employees, agents, affiliates or controlling persons from and against liabilities arising out of its engagement, including liabilities under applicable federal and state securities laws. The Rhône Group has, in the past, provided financial advisory, investment banking and financing services to Nestlé S.A. and its affiliates unrelated to the Merger, and may continue to do so, and has received, and may receive, fees for the rendering of these services. The Rhône Group and/or other financial advisors may be engaged to provide additional financial advisory services related to the Merger not covered by the Rhône Group engagement letter. In such event, any services would be provided at market rates and on customary terms and conditions. On February 7, 2003, the Company and Rhône Group Advisors LLC (the “Rhône Group Advisors”), an affiliate of the Rhône Group, entered into an engagement letter whereby the Company retained the Rhône Group Advisors to act as its exclusive financial advisor in connection with the possible sale of certain assets or businesses of the Company as a result of discussions between the Company, Nestlé and the Federal Trade Commission.

Governance Agreement: The Company, Nestlé and Nestlé S.A. entered into the Governance Agreement in connection with the Dreyer’s Nestlé Transaction. Nestlé S.A. is a party to the Governance Agreement only with respect to Article I (which relates to the redemption and repurchase of the Company’s Class A Callable Puttable Common Stock), Article II (which relates to Nestlé’s standstill and the payment provisions relating to the redemption of the Company’s Class A Callable Puttable Common Stock) and Article VIII (which contains miscellaneous provisions, including indemnification provisions). The Governance Agreement was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 27, 2003 and amendment number 1 to the Governance Agreement was filed as Exhibit 4.2 to the Company’s Annual Report on Form 10-K for the year ended December 27, 2003. A summary of the terms of the Governance Agreement is provided below.

• Registration Rights: At any time after July 1, 2007 or the date that it becomes illegal for Nestlé, Nestlé S.A. or any of their affiliates to continue to own shares of the Company’s Class B Common Stock, upon Nestlé’s request, the Company will be required to prepare and file with the SEC one or more, but not more than three, registration statements covering the number of shares of the Company’s Common Stock requested by Nestlé. • Put and Call Rights: The Governance Agreement sets forth the put and call features of the Company’s Class A Callable Puttable Common Stock, as discussed above under the caption “General” on page 5, and the Company’s obligations with respect to the put and call rights. • Short Form Merger: If Nestlé and its affiliates own at least 90% of the outstanding voting stock of the Company and all of the outstanding shares of the Company’s Class A Callable Puttable Common Stock are converted into shares of the Company’s Class B Common Stock, then Nestlé S.A. has agreed to cause a short form merger of the Company with Nestlé or another affiliate of Nestlé S.A. and the remaining shares of Class B Common Stock (other than those owned by Nestlé and its affiliates) will be converted into cash consideration per share equal to the put price, or, if the short form merger follows a triggering event (as defined in the Governance Agreement), the triggering event price. • Affiliate Transactions: Prior to July 1, 2007, with limited exceptions for transactions contemplated under the Governance Agreement (such as the call right), Nestlé has agreed that Nestlé and its affiliates may not engage in any material transaction with the Company in which they have a material interest without the approval of a majority of the non-Nestlé directors (see the discussion of the Board composition below). • Nestlé Standstill: Prior to July 1, 2007, with limited exceptions for transactions contemplated under the Governance Agreement (such as the call right), Nestlé has agreed that it or its affiliates may not, directly or indirectly, purchase or otherwise acquire shares of the Company or propose or offer to purchase or acquire shares of the Company, if, as a result of the acquisition, the voting interest of Nestlé and its affiliates in the Company would exceed 67% of the Company’s Common Stock on a diluted basis. • Nestlé Payments and Option to Purchase Directly from the Company’s Stockholders: In connection with the put or call rights, Nestlé or Nestlé S.A. have agreed to deposit the aggregate put price, redemption price or triggering event price, whichever is applicable, with a depositary to enable the Company to fund the repurchase or redemption of the shares of the Company’s Class A Callable Puttable Common Stock. In exchange, the Company agreed to issue to Nestlé or Nestlé S.A. shares of Class B Common Stock equal to the number of shares of Class A Callable Puttable Common Stock acquired by the Company by the exercise of the put or the call. The Governance Agreement also provides that, rather than funding such amounts, Nestlé or Nestlé S.A. may elect to offer to purchase shares of Class A Callable Puttable Common Stock directly from the Company’s stockholders. If this election is made, neither Nestlé or Nestlé S.A. will be required to expend any amounts in excess of the aggregate put price, redemption price or the aggregate triggering event price, as applicable, to purchase the shares of the Class A Callable Puttable Common Stock. • Composition of the Board of Directors: As discussed under the caption “Board of Directors — Nominees for Director” above on page 6, the Governance Agreement provides that, unless changed in accordance with the Company’s bylaws, the Board of Directors of the Company will consist of ten directors. Prior to July 1, 2007, at all times 50% of the then-serving members of the Company’s Board of Directors will be directors nominated by Nestlé and Nestlé has agreed to use its best efforts to make sure that Nestlé directors do not comprise more than 50% of the then-serving members of the Company’s Board of Directors. The three independent directors have the right to nominate any replacement for an independent director. In addition, Nestlé has also agreed that, from July 1, 2007 to July 1, 2008, at least three directors will be directors that meet Nasdaq’s independence standards, and Nestlé has agreed to use its reasonable best efforts to cause compliance with this condition. • Committees of the Board of Directors: The Governance Agreement provides that: (i) any committee of the Board of Directors except the Audit Committee will contain at least one director nominated by Nestlé; (ii) the Audit Committee will consist only of independent directors; and (iii) the Compensation Committee will consist of four directors, two of whom will be independent directors and two of whom will be directors nominated by Nestlé. • Dividends: The Governance Agreement provides that the dividend policy of the Company will be to pay a dividend no less than the greater of: (i) $0.24 per share of the Company’s Common Stock on an annualized basis; or (ii) 30% of the Company’s net income per share of the Company’s Common Stock for the preceding calendar year excluding ongoing non-cash impact of accounting entries arising from the accounting for the Dreyer’s Nestlé Transaction, including increases in amortization or depreciation expenses resulting from required write-ups, and entries related to recording of the put or call options on the Class A Callable Puttable Common Stock; unless the Board of Directors, in discharging its fiduciary duties, determines not to declare a dividend in a given period. The Governance Agreement provides that the calculation of net income will exclude the ongoing non-cash impact of accounting entries arising from the accounting for the Dreyer’s Nestlé Transaction, including increases in amortization or depreciation expenses resulting from any required write-ups on the Company’s consolidated balance sheet, and any journal entries related to the recording of the put right or call right. • Approval Rights: The Governance Agreement and the Bylaws of the Company provide that, prior to July 1, 2007, the affirmative vote of a majority of the then-authorized number of directors will be required to authorize the Company to take certain significant actions. In addition, the Company’s amended and restated certificate of incorporation provides that, prior to July 1, 2007, if the then-serving continuing directors nominated by Nestlé constitute less than 50% of the total authorized number of directors of the Company, the affirmative vote of the holders of a majority of the outstanding shares of the Company’s Class B Common Stock will be required to approve or authorize the Company to take these significant actions. • Agreements of Nestlé as to Voting: In any election of directors, Nestlé and its affiliates agreed to vote the shares of the Company’s Common Stock for all nominees in proportion to the votes cast by the holders of the Company’s Class A Callable Puttable Common Stock. However, Nestlé and its affiliates may cast all of their votes in favor of any nominee nominated or proposed for nomination by Nestlé under the Governance Agreement. Notwithstanding the foregoing, if any person or group, other than any person or group having a Schedule 13D or Schedule 13G on file with the SEC prior to June 14, 2002, becomes the beneficial owner of 15% or more of the then outstanding shares of the Company’s Class A Callable Puttable Common Stock, then Nestlé agreed that it and its affiliates will vote their shares of the Company’s Common Stock in favor of the nominees nominated by Nestlé and the nominees nominated by the non-Nestlé directors. • Covenants: The Company agreed to perform a number of actions, including presenting an annual plan, budget and three year business plan to the Board of Directors, not exceeding the capital spending levels specified in the Company’s annual plan, providing Nestlé with financial statements and inspection rights and submitting written quality standards regarding the production, manufacturing, packaging, transfer and supply of its product to Nestlé for its review and working with Nestlé to consider any modifications or revisions to such quality standards. • Indemnification of Officers and Directors: The Company is required to maintain, for the benefit of the directors and officers of the Company, an insurance and indemnification policy that provides coverage for acts or omissions with coverage limits and other terms at reasonable levels consistent with industry practice.

In connection with the Dreyer’s Nestlé Transaction, NICC entered into a transition services agreement with Nestlé USA, Inc. for the provision of certain services at cost. This agreement is similar to a transition services agreement which NICC had previously entered into with Nestlé Prepared Foods. The services provided under this agreement include information technology support and payroll services, consumer response, risk management, travel, corporate credit cards and trade promotions.

Also in connection with the Dreyer’s Nestlé Transaction, the Company, NICC and DGIC entered into a research and development agreement with Nestec Ltd., an affiliate of Nestlé S.A., for the provision of certain limited research and development services being performed by Nestec Ltd. for NICC prior to the Merger Closing Date. This research and development agreement was assigned by NICC to the Company and its wholly-owned subsidiaries effective as of June 26, 2003. Pursuant to this agreement, Nestec Ltd. will provide ongoing research and development services to the Company and its wholly-owned subsidiaries.

In addition, the following agreements, which were entered into by NICC prior to the Dreyer’s Nestlé Transaction Date, remain in effect: Amended and Restated Sublicense Agreement for Other Pillsbury Proprietary Information, dated as of September 1, 2002, by and between Nestlé Prepared Foods and NICC, as amended, for use of Pillsbury proprietary information (this Sublicense Agreement was assigned by NICC to the Company and its subsidiaries, pursuant to the Assignment and Assumption Agreement, dated December 11, 2003 and effective as of June 26, 2003); Amended and Restated Sublicense Agreement for Pillsbury Trademarks and Technology, dated as of September 1, 2002, by and among Société des Produits Nestlé S.A., Nestec Ltd. and NICC, as amended, for use of Pillsbury licensed technology and Pillsbury licensed trademarks (this sublicense was assigned by NICC to the Company and its subsidiaries, pursuant to the Assignment and Assumption Agreement, dated December 11, 2003 and effective as of June 26, 2003); Amended and Restated Other Nestlé USA Proprietary Information License Agreement, dated as of September 1, 2002, by and between Nestlé Prepared Foods and NICC, as amended, for use of Nestlé Prepared Foods proprietary information (the Company and DGIC were added as additional parties to this License Agreement, pursuant to the Second Amendment, dated December 11, 2003 and effective as of June 26, 2003); Amended and Restated Trademark/ Technology License Agreement, dated as of September 1, 2002, by and among Nestlé S.A., Nestec Ltd., Société des Produits Nestlé S.A. and NICC, as amended, for the use of certain intellectual property (the Company and DGIC were added as additional parties to this License Agreement, pursuant to the Second Amendment, dated December 11, 2003 and effective as of June 26, 2003); Nestlé International Co-Pack Agreement, dated as of October 8, 1999, by and between NICC and Nestlé Prepared Foods, for production, packaging and supply of products to Nestlé USA-Food Group, Inc. (or its designee) for resale outside the United States and the District of Columbia; and Häagen-Dazs Japan Co-Pack Agreement, dated as of October 8, 1999, by and among Pillsbury, Nestlé USA-Food Group, Inc., and NICC, for production, packaging and supply of products to Pillsbury for resale to the Häagen-Dazs Japan Joint Venture.

The following transactions were completed and the following agreements were initiated since the closing of the Dreyer’s Nestlé Transaction:

Borrowings in the amount of $50,000,000 on the Demand Note, dated November 17, 2000 and executed by NICC in favor of Nestlé USA, Inc. were repaid by the Company to Nestlé USA, Inc.; Borrowings in the amount of $60,000,000 on the Demand Note, dated September 4, 2001 and executed by NICC in favor of Nestlé USA, Inc. were repaid by the Company to Nestlé USA, Inc.; A long-term bridge loan facility, as amended, by and among the Company and Nestlé S.A. for up to $400,000,000; Amendment, Assumption and Release Agreement by and among Citibank N.A., DGIC, the Company, NICC, Nestlé and Nestlé USA, Inc. regarding certain irrevocable letters of credit in the aggregate amount of $7,925,000 issued by Citibank N.A. on behalf of NICC; Distributor Agreement, effective as of September 1, 2003, between Nestlé USA, Inc. and DGIC for distribution of Nestlé frozen prepared food products; Services Agreement, dated October 1, 2003, between Nestlé USA, Inc. and DGIC for the provision of sensory testing services; Assignment and Assumption Agreement, effective as of June 26, 2003, by and among NICC, the Company, DGIC, Société des Produits Nestlé S.A., Nestlé Ltd. and Nestlé Prepared Foods assigning the sublicense for the Pillsbury Trademark/ Technology and other Pillsbury proprietary information to the Company and its wholly-owned subsidiaries; Pursuant to a form of letter agreement used from time to time by DGIC, DGIC appoints a Nestlé international company as DGIC’s exclusive distributor of ice cream and other frozen dessert products within certain territories, such as: the Philippines, Singapore, Malaysia, the Caribbean region, Puerto Rico, Russia, Thailand, Mexico and Chile; The provision of certain tax services by Nestlé to the Company and its wholly-owned subsidiaries pursuant to the Tax Services Agreement, dated January 5, 2004, by and between Nestlé together with its direct and indirect wholly-owned subsidiaries and the Company and its wholly-owned subsidiaries; Services Agreement (Engineering), dated February 5, 2004, between Nestlé USA, Inc. and the Company for technical assistance in connection with designing a new refrigeration system; Services Agreement (Servers), dated February 5, 2004 between Nestlé USA, Inc. and the Company for housing three Intel servers; Second Amendment to Amended and Restated Trademark/ Technology License Agreement, dated December 11, 2003 and effective as of June 26, 2003, among Nestlé S.A., Nestec Ltd, Société des Produits Nestlé S.A., NICC, the Company and DGIC, pursuant to which the Company and its wholly-owned subsidiaries were added as additional licensees; Second Amendment to Amended and Restated Other Nestlé USA Proprietary Information License Agreement, dated December 11, 2003 and effective as of June 26, 2003, among Nestlé Prepared Foods, NICC, the Company and DGIC, pursuant to which the Company and its wholly-owned subsidiaries were added as additional licensees; and Assignment and Assumption Agreement dated February 5, 2004 and effective as of June 26, 2003, among Nestec Ltd., NICC, the Company and DGIC, pursuant to which the Research and Development Services Agreement was assigned by NICC to the Company and its wholly-owned subsidiaries.

Other business relationships existing between any of the nominees for director and the Company, or between the Company and any of the beneficial owners identified under the caption “Security Ownership of Certain Beneficial Owners and Management” on page 13 are described under the captions “General” on page 5, “Board of Directors — Remuneration of Directors” on page 10, “Executive Compensation” on page 18, “Security Ownership of Certain Beneficial Owners and Management” on page 14, and “Employment Contracts, Employment Termination and Change of Control Arrangements” on page 20.

4/24/2003 Proxy Information

Compensation Committee Interlocks and Insider Participation

During fiscal 2002, none of the Company’s executive officers served on the board of directors or compensation committee of any entities whose directors or officers serve on the Company’s Compensation Committee. No current executive officers of the Company serve on the Company’s Compensation Committee, although Jan L. Booth, a member of the Compensation Committee, was the Company’s Vice President — Marketing from 1981 to 1987.

On June 14, 1994, the Company entered into a Stock and Warrant Purchase Agreement (the “1994 Purchase Agreement”) whereby Nestlé acquired six million shares of the Company’s Common Stock and warrants to purchase additional shares of the Company’s Common Stock. The aggregate purchase price for the shares and warrants was $106 million. Between October 1994 and July 2001, Nestlé acquired, in three unrelated transactions, an aggregate of 163,016 shares of the Company’s Common Stock under the right of first refusal agreements with Mr. Rogers and Mr. Cronk entered into in connection with the 1994 Purchase Agreement. In addition, under the 1994 Purchase Agreement, Nestlé acquired warrants exercisable for two million shares of the Company’s Common Stock, with the right to purchase one million shares expiring in each of 1997 and 1999 (adjusted to two million shares after the 1997 two-for-one stock split), all of which warrants expired without being exercised. As of April 7, 2003, as a result of the purchases and stock splits affecting the Company’s Common Stock, Nestlé and its affiliates are the record holders of 9,563,016 shares of the Company’s Common Stock or approximately 27% of the outstanding (and 23% of the diluted) shares of the Company’s Common Stock.

In connection with the 1994 Purchase Agreement, Nestlé agreed to certain “standstill” restrictions, including limitations on the number of shares of the Company’s Common Stock that Nestlé can beneficially own, with the ownership limitations ranging from 25% to less than 35% of the total number of shares of the Company’s Common Stock on a diluted basis. The standstill provisions have been waived by the Company to permit the completion of the Merger. The terms of the 1994 Purchase Agreement also grant Nestlé the right to nominate persons to serve on the Board of Directors. M. Steven Langman and Robert A. Helman were named to the Board of Directors pursuant to the terms of the 1994 Purchase Agreement. Mr. Langman was nominated by Nestlé in March 1997 and Mr. Helman was nominated by Nestlé in March 1998. The Merger Agreement provides that the 1994 Purchase Agreement, including the standstill restrictions, will terminate upon the date of completion of the Merger.

Mr. Langman is a managing director of Rhône Group LLC (the “Rhône Group”). Under an engagement letter dated May 27, 2002, Nestlé S.A. and Nestlé USA, an affiliate of Nestlé retained the Rhône Group to act as their financial advisor in connection with the Merger. Under this engagement letter, Nestlé S.A. and Nestlé USA agreed to pay the Rhône Group a fee of $1.2 million upon announcement of the Merger and $12.0 million upon the closing of the Merger. Pursuant to the Rhône Group engagement letter, Nestlé S.A. and Nestlé USA have also agreed to reimburse the Rhône Group for its reasonable out-of-pocket expenses incurred in connection with its engagement, including reasonable fees and disbursement of its legal counsel, and to indemnify the Rhône Group and its employees, agents, affiliates or controlling persons from and against liabilities arising out of its engagement, including liabilities under applicable federal and state securities laws. The Rhône Group has, in the past, provided financial advisory, investment banking and financing services to Nestlé S.A. and its affiliates unrelated to the Merger, and may continue to do so, and has received, and may receive, fees for the rendering of these services. The Rhône Group and/or other financial advisors may be engaged to provide additional financial advisory services related to the Merger not covered by the Rhône Group engagement letter. In such event, any services would be provided at market rates and on customary terms and conditions.

On February 7, 2003, the Company and Rhône Group Advisors LLC (the “Rhône Group Advisors”), an affiliate of the Rhône Group, entered into an engagement letter whereby the Company retained the Rhône Group Advisors to act as its exclusive financial advisor in connection with the possible sale of certain assets or businesses of the Company as a result of discussions between the Company, Nestlé and the Federal Trade Commission. Under this engagement letter, the Company agreed to reimburse the Rhône Group Advisors for its reasonable out-of-pocket expenses incurred in connection with its engagement, including reasonable fees and disbursements of its legal counsel, and to indemnify the Rhône Group Advisors and its employees, agents, affiliates or controlling persons from and against liabilities arising out of its engagement, including liabilities under applicable federal and state securities laws.

Mr. Helman is a partner with the law firm of Mayer, Brown, Rowe & Maw. Mayer, Brown, Rowe & Maw has, in the past, provided legal services to Nestlé S.A. and its affiliates unrelated to the Merger, and may continue to do so, and has received, and may continue to receive, fees for the rendering of these services.

During fiscal 2002, Edmund R. Manwell was the Secretary of the Company and a partner in the law firm of Manwell & Schwartz. The Company paid Manwell & Schwartz $90,162 in legal fees during fiscal 2002 for services rendered as counsel to the Company. Mr. Manwell is not separately compensated for his services as Secretary of the Company although some of the fees received by Manwell & Schwartz may be for services that, in other corporations, are performed by the corporate secretary.

As of June 16, 2002, William F. Cronk, III, a member of the Board of Directors and current president of the Company, executed a letter agreement with the Company under which Mr. Cronk agreed to waive the accelerated vesting of a portion of his stock options, to the extent necessary to prevent the imposition of the federal excise tax on excess parachute payments. It has since been determined that no such tax is expected to be imposed even without any waiver of vesting. Accordingly, no waiver will be required and the letter agreement has been terminated.

Other Relationships

In June 1994, an affiliate of the Company and Nestlé entered into a distribution agreement which was later replaced by a distribution agreement between NICC and the Company, dated as of November 12, 2001. Under the current distribution agreement, NICC appointed the Company as its exclusive distributor of frozen dessert products in Alaska, Colorado and various counties in Washington and Texas with respect to “grocery outlets,”’ including club stores, supercenters, drug stores and grocery stores, as its exclusive distributor of specified Nestlé and Dole® branded frozen novelty products in Indiana, Wisconsin, Illinois, Missouri, Kansas and various counties of Ohio with respect to “grocery outlets,” and as a non-exclusive distributor of frozen dessert products in Alaska, Missouri and various counties in Kansas with respect to non-grocery retail outlets including convenience stores, theme parks, street vending, sports and other special events, schools, theaters and cafeterias. The Company pays NICC for products based on NICC’s then prevailing distributor price list in effect at the time of the shipment of the order. As described in “Recent Events” on page 5, if the Merger Agreement is completed, the Company and NICC will become wholly-owned subsidiaries of New Dreyer’s and the Company anticipates that there will be no distribution agreement between New Dreyer’s and Nestlé following the completion of the Merger.