As filed with the Securities and Exchange Commission on March 28, 2002
UNITED STATES |
||
SECURITIES AND EXCHANGE COMMISSION | ||
WASHINGTON, D.C. 20549 | ||
FORM 20-F | ||
(Mark One) | ||
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) | ||
OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||
OR | ||
|
||
|
||
|
||
|
||
|
||
THE SECURITIES EXCHANGE ACT OF 1934 |
||
|
||
|
||
UNILEVER PLC |
||
(Exact name of Registrant as specified in its charter) |
Securities registered or to be registered pursuant to Section 12(b) of the Act: | |||
|
|||
Title of each class | Name of each exchange on which registered | ||
|
|||
American shares (evidenced by Depositary Receipts) | New York Stock Exchange | ||
each representing four Ordinary Shares | |||
Ordinary Shares of the nominal amount of 1.4p each | New York Stock Exchange | ||
|
Securities registered
or to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
Securities for which
there is a reporting obligation pursuant to Section 15(d) of the
Act:
None
(Title of class)
|
||
The total number of outstanding shares of the Registrants capital at the close of the period covered by the Annual Report was 2 911 458 580 | ||
|
||
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 of 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. | ||
|
||
|
||
|
UNILEVER ANNUAL REPORT | |
& ACCOUNTS 2001 AND FORM 20-F | |
Meeting everyday needs | |
of people everywhere |
UNILEVER 2001 |
Unilevers Corporate Purpose | |
Our purpose in Unilever is to meet the everyday needs of | |
people everywhere to anticipate the aspirations of our | |
consumers and customers and to respond creatively and | |
competitively with branded products and services which | |
raise the quality of life. | |
Our deep roots in local cultures and markets around the | |
world are our unparalleled inheritance and the foundation | |
for our future growth. We will bring our wealth of | |
knowledge and international expertise to the service of | |
local consumers a truly multi-local multinational. | |
Our long-term success requires a total commitment to | |
exceptional standards of performance and productivity, to | |
working together effectively and to a willingness to embrace | |
new ideas and learn continuously. | |
We believe that to succeed requires the highest standards | |
of corporate behaviour towards our employees, consumers | |
and the societies and world in which we live. | |
This is Unilevers road to sustainable, profitable growth | |
for our business and long-term value creation for our | |
shareholders and employees. |
Contents |
CONTENTS |
>
1
|
Cautionary Statement
This
Annual Report & Accounts and Form 20-F 2001 contains forward-looking
statements (within the meaning of the US Private Securities Litigation Reform
Act 1995) based on our best current information and what we believe to be
reasonable assumptions about anticipated developments. Words such as
expects, anticipates, intends and other
similar expressions are intended to identify such forward-looking statements.
Because of the risks and uncertainties that always exist in any operating
environment or business, we cannot give any assurance that the expectations
reflected in these statements will prove correct. Actual results and
developments may differ materially depending upon, among other factors,
currency values, competitive pricing, consumption levels, costs, environmental
risks, physical risks, risks related to the integration of acquisitions,
legislative, fiscal and regulatory developments and political and social
conditions in the economies and environments where Unilever operates. You are
cautioned not to place undue reliance on these forward-looking
statements.
Risks and uncertainties that could cause actual results to vary from those described in our forward-looking statements include those given under the sections entitled About Unilever on pages 7 to 10, Operating Review on pages 11 to 27, Financial Review on pages 28 to 33, and Risk Factors on pages 32 and 33, to which you should refer.
Unilever Annual Report & Accounts and Form 20-F 2001
GENERAL INFORMATION |
>
2
|
The Unilever
Group
Unilever N.V.
(NV) is a public limited company registered in the Netherlands, which has
listings of shares or certificates (depositary receipts) of NV on the stock
exchanges in Amsterdam, London and New York and in Belgium, France, Germany,
Luxembourg and Switzerland.
Unilever PLC (PLC) is a public limited company registered in England which has shares listed on the London Stock Exchange and, as American Depositary Receipts, on the New York Stock Exchange.
The two parent companies NV and PLC, together with their group companies, operate as nearly as is practicable as a single entity (the Unilever Group, also referred to as Unilever or the Group). NV and PLC and their group companies constitute a single group under Netherlands and United Kingdom legislation for the purposes of presenting consolidated accounts. Accordingly, the accounts of the Unilever Group are presented by both NV and PLC as their respective consolidated accounts.
Publications
This
publication is produced in both Dutch and English and comprises the full Annual
Report and Accounts for 2001 of NV and PLC. This document complies with the
Netherlands and the United Kingdom regulations. It also forms the NV and PLC
Annual Reports on Form 20-F to the Securities and Exchange Commission in the
United States for the year ended 31 December 2001, and cross references to Form
20-F are set out on page 117. It is made available to all shareholders who
request or elect to receive it, and on the website at
www.unilever.com
.
The separate publication, Unilever Annual Review 2001, containing a Summary Financial Statement with figures expressed in euros, with translations into pounds sterling and US dollars, is also published in Dutch and English. It is a short form document that is prepared in accordance with the United Kingdom regulations for Summary Financial Statements. The Unilever Annual Review 2001 is mailed to all registered shareholders and to other shareholders who are either entitled or have asked to receive it, and is also made available on the website at www.unilever.com .
Accounting policies
Unilevers principal
accounting policies are described on pages 51 to 53. Unilever complies with
United Kingdom Financial Reporting Standard 18, which requires that the most
appropriate accounting policies are selected in all circumstances.
Reporting currency and exchange
rates
From 1 January
2000, Unilever adopted the euro as its principal reporting currency. Details of
the change are explained on page 11. The effect of exchange fluctuations means
that the trends shown may differ significantly from those previously shown in
sterling.
Details of key exchange rates used in preparation of these accounts are given on page 93, together with Noon Buying Rates in New York for the equivalent dates.
Wherever used in this report, the abbreviation BEIA | |
refers to profit measures before exceptional items and | |
amortisation of goodwill and intangibles. Unilever believes | |
that reporting profit measures before exceptional items | |
and amortisation of goodwill and intangibles (BEIA) | |
provides additional information on underlying earnings | |
trends to shareholders. The term BEIA is not a defined | |
term under UK, Netherlands or US Generally Accepted | |
Accounting Principles (GAAP) and may not therefore be | |
comparable with similarly titled profit measurements | |
reported by other companies. It is not intended to be a | |
substitute for or superior to standard GAAP measurements | |
of profit. Please refer also to Basis of reporting and | |
discussion on page 11. |
is used in this report to denote amounts in euros. | |
£ and p are used in this report to denote amounts in | |
pounds and pence sterling respectively. | |
Fl. is used in this report to denote amounts in Dutch | |
guilders. | |
$ is used in this report to denote amounts in United States | |
dollars, except where specifically stated otherwise. | |
The brand names shown in italics in this report are trade | |
marks owned by or licensed to companies within the | |
Unilever Group. |
Unilever Annual Report & Accounts and Form 20-F 2001
Financial highlights |
FINANCIAL HIGHLIGHTS |
> 3 |
at current rates of exchange |
Combined earnings per share and dividends
Ordinary
0.51 shares of
NV
(a)
|
Ordinary 1.4p shares of
PLC
|
||||||||||||||||
2001
|
|
2000
|
1999
|
2001
|
2000
|
1999
|
|||||||||||
|
|
|
|
||||||||||||||
Basic earnings per share |
1.82
|
|
1.07
|
2.63
|
0.27
|
0.16
|
0.39
|
||||||||||
|
|
|
|
16.96p | 9.79p | 26.01p | |||||||||||
|
|
|
|
||||||||||||||
Basic earnings per share BEIA |
3.55
|
|
3.21
|
2.83
|
0.53
|
0.48
|
0.42
|
||||||||||
|
|
|
|
33.15p | 29.34p | 27.96p | |||||||||||
|
|
|
|
||||||||||||||
Diluted earnings per share |
1.77
|
|
1.05
|
2.57
|
0.27
|
0.16
|
0.39
|
||||||||||
|
|
|
|
16.51p | 9.55p | 25.36p | |||||||||||
|
|
|
|
||||||||||||||
Dividend per share (b) |
1.56
|
|
1.43
|
1.27
|
14.54p | 13.07p | 12.50p | ||||||||||
|
|
|
|
||||||||||||||
Combined earnings per share and dividends for shares traded on the New York Stock Exchange |
|||||||||||||||||
(on a UK/Netherlands GAAP basis) in US dollars | |||||||||||||||||
New York 0.51 shares of
NV
(a)
|
5.6p American Depositary
Receipts of PLC
|
||||||||||||||||
2001 | 2000 | 1999 |
2001
|
2000 | 1999 | ||||||||||||
|
|
|
|
||||||||||||||
Basic earnings per share | $1.63 | 0.99 | $2.80 | $0.98 | $0.59 | $1.68 | |||||||||||
|
|
|
|
||||||||||||||
Basic earnings per share BEIA | $3.18 | $2.96 | $3.01 | $1.91 | $1.77 | $1.81 | |||||||||||
|
|
|
|
||||||||||||||
Diluted earnings per share | $1.58 | $0.96 | $2.73 | $0.95 | $0.58 | $1.64 | |||||||||||
|
|
|
|
||||||||||||||
Dividend per share (c)(d) | $1.38 | $1.25 | $1.19 | $0.84 | $0.76 | $0.76 | |||||||||||
|
|
|
|
(a) | For NV share capital, the euro amounts shown above and elsewhere in this document are representations in euros on the basis of Article 67C Book 2 Dutch Civil Code, rounded to two decimal places, of underlying share capital in Dutch guilders, which have not been converted into euros in NVs Articles of Association. Until conversion formally takes place by amendment of the Articles of Association the entitlements to dividends and voting rights are based on the underlying Dutch guilder amounts. |
(b) | Dividends of NV were declared and paid in guilders for 1999 and in euros for 2000 and 2001. For the purposes of this comparison, values have been translated at the official conversion rate of 1.00 = Fl. 2.20371, and rounded to two decimal places. Full details of dividends for the period 1997 to 2001 are given on page 116. |
(c) | Rounded to two decimal places. |
(d) | Actual dividends payable for 2001 on NV New York shares and American Depositary Receipts of PLC may differ from those shown above, which include final dividend values calculated using the rates of exchange ruling on 13 February 2002 ( 1.00 = $0.8747, £1.00 = $1.4331). |
Unilever Annual Report & Accounts and Form 20-F 2001
CHAIRMENS STATEMENT |
|
MAINTAINING THE MOMENTUM |
> | Leading brands grow by 5.3% |
> |
Operating margin BEIA of 13.9%
is a
new record |
> |
Cash
fl
ow from
operations increases to
7.5 billion |
> | Bestfoods integration progressing on target |
> |
Two-divisional structure
allows sharper
business focus |
> | Earnings per share BEIA grows 12.2% |
It is our pleasure to report to you on a year of substantial progress towards the goals set in our Path to Growth strategy announced in February 2000. Leading brands grew by 5.3% for the year and operating margin BEIA rose to 13.9% compared to 12.0% in 2000. We are on track to reach our 2004 goals of 5% to 6% overall growth and an operating margin of at least 16% of sales.
The past year has shown the great strength of our business and demonstrated our ability to execute substantial change. We have made excellent progress with the integration of Bestfoods, implemented our new divisional structure and dealt effectively with a more challenging business environment. Our performance is a testimony to the strength of our brands and particularly to the excellence of our people.
Our new divisional structure of Foods and Home & Personal Care is already accelerating the execution of our business plans. The integration of research into the divisions has strengthened our capability to deliver more and bigger innovations to fuel brand growth.
There was a strong focus on increased cash generation throughout the business. Cash from operations increased to 7.5 billion compared with 6.7 billion in 2000. The divestment programme generated a further 3.6 billion in the year. Net debt was reduced by 3.3 billion.
Earnings per share BEIA grew by 12.2%. On a one-year basis, our Total Shareholder Return (TSR) put us into the top third of our peer group of 21 companies. However, over a three-year period we were positioned 15th in this group. Our target remains a sustained top third TSR ranking.
Path to Growth
progress
We can report
good progress on all aspects of our Path to Growth strategy. We are focused
increasingly on driving the growth of our leading brands and dealing with other
brands in ways which will create value for shareholders. We are
fi
nding innovative ways
of pleasing the consumer and stretching our leading brands into new categories
to create space to grow them faster. Leading brands now account for 84% of
total turnover and are expected to account for 95% by 2004.
In 2001, exceptional restructuring costs of 1.6 billion have been charged. Further progress has been made in reshaping the supply chain to support our brands and increase margins. Since the inception of Path to Growth, 59 plants have been sold or closed and our global buying programme has produced incremental savings of 1.2 billion.
A number of important divestments were completed in 2001, notably Elizabeth Arden, Bestfoods Baking Company, Unipath and the brands sold in connection with the acquisition of Bestfoods. The proposed divestment of DiverseyLever was announced in November 2001.
Unilever people
2000 and 2001
were years when we welcomed a large number of talented people into the business
but had to part with many others. People across the business were engaged in
reawakening the spirit of enterprise, in which trust and transparency form the
foundation of team building. Throughout Unilever those teams were challenged to
identify key areas where we must progress to successfully meet our targets.
Remuneration systems were redesigned to reward exceptional achievement and
delivery of shareholder value.
This was a year which made enormous demands on our people. They responded magni fi cently, remaining focused on markets and customers, and growing the business. Moreover, we integrated the businesses acquired in 2000 and coped with organisational change and restructuring programmes. This was an exceptional challenge to which our colleagues responded in an outstanding manner. Without exceptional team work, this could not have been achieved successfully and we thank everyone for showing a real spirit of enterprise.
Brands and regions
In Foods
we have seen a marked increase in both growth and pro
fi
tability through the
year. This has been broad-based across brands and geography, with notable
performances coming from Europe and our global ice cream business. There were
excellent contributions from the businesses acquired in 2000 and the
integration of Bestfoods has proceeded well with the synergy bene
fi
ts being delivered
ahead of plan.
In Home & Personal Care there was good progress in our mass businesses with particularly strong contributions from skin, hair and deodorants and a robust performance from laundry. These were partly offset by a decline in Prestige fragrances.
Unilever Annual Report & Accounts and Form 20-F 2001
Report of the Directors |
CHAIRMENS STATEMENT | > 5 |
Underlying sales grew by 4% in Europe. Growth was broad-based and included a strong contribution from Central and Eastern Europe. It was particularly pleasing to see sales of spreads and cooking products growing by 4.6% fuelled by the success of pro activ , Bertolli and the roll-out of Culinesse .
In North America there were excellent performances from ice cream and Slim Fast. Our Home and Personal Care brands across the skin, hair and deodorant categories all performed strongly.
In Asia and Paci fi c, sales grew by 6% with a strong performance in Japan, including the successful launch of Dove hair care. In India, the more focused brand portfolio delivered improved growth and pro fi tability.
In Africa, Middle East and Turkey and in Latin America, a key feature of the year has been our determination to move prices to recover devaluation-driven cost increases. Underlying sales grew by more than 5% in these regions.
Responsible corporate
behaviour
In 2001,
Unilever published its
fi
rst Social Review spelling out
our approach to corporate social responsibility. We encourage all our people to
play a positive part in the communities in which they live and work.
We updated Unilever s Code of Business Principles because we believe that our reputation for high corporate standards is a key asset which needs to be fresh and living throughout our business. The Code is printed in full on the following page.
Our environmental strategy is publicly available and we are committed to tracking our performance against speci fi c targets. We made signi fi cant progress in developing guidelines for sustainable production of crops which are key to our foods business and are working towards the sourcing of all fi sh for our business from sustainable sources by 2005. The number of our local partnerships in the Global Nature Fund s Living Lakes initiative grew to 11.
The way ahead
In 2001 a
step-up in the growth of our leading brands, a record operating margin, strong
cash
fl
ow and the continued reshaping
of our portfolio all provide con
fi
dence about the strategy we
have put in place and our ability to deliver
on time and in full. Our task
in the year ahead is to maintain the momentum notwithstanding a weaker world
economy. In 2002 we are planning to sustain the growth of the leading brands
reinforced by those of Bestfoods and to again deliver low double-digit earnings
growth. Our con
fi
dence comes from the momentum
developed in 2001, and from the energy and enthusiasm which is alight in the
Unilever team.
Antony Burgmans |
Niall FitzGerald |
Chairmen of Unilever |
Unilever Annual Report & Accounts and Form 20-F 2001
OUR CODE OF BUSINESS PRINCIPLES |
|
Standard of Conduct
We conduct
our operations with honesty, integrity and openness, and with respect for the
human rights and interests of our employees. We shall similarly respect the
legitimate interests of those with whom we have relationships.
Obeying the Law
Unilever
companies and our employees are required to comply with the laws and
regulations of the countries in which we operate.
Employees
Unilever is
committed to diversity in a working environment where there is mutual trust and
respect and where everyone feels responsible for the performance and reputation
of our company.
We will recruit, employ and promote employees on the sole basis of the quali fi cations and abilities needed for the work to be performed. We are committed to safe and healthy working conditions for all employees. We will not use any form of forced, compulsory or child labour. We are committed to working with employees to develop and enhance each individual s skills and capabilities. We respect the dignity of the individual and the right of employees to freedom of association. We will maintain good communications with employees through company-based information and consultation procedures.
Consumers
Unilever is
committed to providing branded products and services which consistently offer
value in terms of price and quality, and which are safe for their intended use.
Products and services will be accurately and properly labelled, advertised and
communicated.
Shareholders
Unilever will
conduct its operations in accordance with internationally accepted principles
of good corporate governance. We will provide timely, regular and reliable
information on our activities, structure,
fi
nancial situation and
performance to all shareholders.
Business Partners
Unilever
is committed to establishing mutually bene
fi
cial relations with our
suppliers, customers and business partners. In our business dealings we expect
our business partners to adhere to business principles consistent with our
own.
Community
Involvement
Unilever
strives to be a trusted corporate citizen and, as an integral part of society,
to ful
fi
l our responsibilities to the
societies and communities in which we operate.
Public Activities
Unilever
companies are encouraged to promote and defend their legitimate business
interests. Unilever will co-operate with governments and other organisations,
both directly and through bodies such as trade associations, in the development
of proposed legislation and other regulations which may affect legitimate
business interests. Unilever neither supports political parties nor contributes
to the funds of groups whose activities are calculated to promote party
interests.
The Environment
Unilever is
committed to making continuous improvements in the management of our
environmental impact and to the
longer-term
goal of developing a sustainable business. Unilever will work in partnership
with others to promote environmental care, increase understanding of
environmental issues and disseminate good practice.
Innovation
In our
scienti
fi
c innovation to meet consumer
needs we will respect the concerns of our consumers and of society. We will
work on the basis of sound science applying rigorous standards of product
safety.
Competition
Unilever believes in vigorous
yet fair competition and supports the development of appropriate competition
laws. Unilever companies and employees will conduct their operations in
accordance with the principles of fair competition and all applicable
regulations.
Business Integrity
Unilever
does not give or receive whether directly or indirectly bribes or other
improper advantages for business or
fi
nancial gain. No employee may
offer, give or receive any gift or payment which is, or may be construed as
being, a bribe. Any demand for, or offer of, a bribe must be rejected
immediately and reported to management.
Unilever accounting records and supporting documents must accurately describe and re fl ect the nature of the underlying transactions. No undisclosed or unrecorded account, fund or asset will be established or maintained.
Conflicts of
Interests
All Unilever
employees are expected to avoid personal activities and
fi
nancial interests which could
con
fl
ict with their
responsibilities to the Company. Unilever employees must not seek gain for
themselves or others through misuse of their positions.
Compliance Monitoring
Reporting
Compliance with
these principles is an essential element in our business success. The Unilever
Boards are responsible for ensuring these principles are communicated to, and
understood and observed by, all employees.
Day-to-day responsibility is delegated to the senior management of the regions and operating companies. They are responsible for implementing these principles, if necessary through more detailed guidance tailored to local needs.
Assurance of compliance is given and monitored each year. Compliance with the Code is subject to review by the Boards supported by the Audit Committee of the Boards and the Corporate Risk Committee.
Any breaches of the Code must be reported in accordance with the procedures speci fi ed by the Joint Secretaries. The Boards of Unilever will not criticise management for any loss of business resulting from adherence to these principles and other mandatory policies and instructions.
The Boards of Unilever expect employees to bring to their attention, or to that of senior management, any breach or suspected breach of these principles.
Provision has been made for employees to be able to report in con fi dence and no employee will suffer as a consequence of doing so.
Unilever Annual Report & Accounts and Form 20-F 2001
Report of the Directors |
ABOUT UNILEVER |
|
Description of
business
Unilever is one
of the world
s leading suppliers of fast
moving consumer goods in foods, household care and personal product
categories.
Business structure
Since
January 2001 our operations have been organised into two global divisions
Foods and Home & Personal
Care (HPC)
headed by Division Directors.
This structure allows improved focus on foods and home and personal care
activities at both the regional and global levels. It allows for faster
decision making and strengthens our capacity for innovation by more effectively
integrating research into the divisional structure.
These global divisions operations are organised into businesses on a regional basis, with the exception of DiverseyLever and Prestige within HPC and the global businesses of Ice Cream and Frozen Foods and Foodservice within the Foods Division. They are headed by Business Presidents who are responsible for the pro fi tability of their regional and global businesses. These businesses remain the driving force behind Unilever, comprising as they do the operating companies which provide the key interface with customers and consumers, allowing quick response to the needs of local markets.
Foods
Oil and dairy based
foods and bakery
We are the
category leader in margarine and related spreads in most countries in Europe
and North America. We sell spreads, oils and cooking fats in more than 100
countries.
Important brands in these markets are Becel (the Netherlands), Flora (UK), Fruit dOr (France), Rama (Germany) and Country Crock and Take Control (US). We are category leader in branded olive oil in many countries in Western Europe and North America, our most important international brand being Bertolli .
In July 2001 we sold the Bestfoods Baking Company to George Weston Ltd for a debt free price of 1.9 billion.
Ice
cream and beverages
We are the
world
s leading producer of ice
cream, with sales in more than 90 countries worldwide. Important household
names are
Algida, Langnese, Ola
and
Walls
in
Europe and
Ben &
Jerrys
,
Good Humor
and
Breyers
in the United States.
Ice cream products such as
Carte
dOr
,
Cornetto, Magnum,
Solero,
and
Viennetta
are
brands sold internationally as part of local or international household
brands.
We are the largest seller of packet tea in the world, with important positions in packet tea and tea-related drinks in many regions through our Lipton and Brooke Bond brands. Lipton is the world s leading brand in tea and iced tea. Sales of ready-to-drink teas are growing throughout Europe, North America and East Asia. We have a joint venture with PepsiCo Inc., which markets ready-to-drink products in North America and Mexico.
Culinary and frozen
foods
As a result of
our acquisition of Bestfoods in October 2000 we are the global leader in the
Culinary category.
Knorr
is now
Unilever
s biggest brand, with well
over
2.3 billion of sales, in over
100 countries. Its product range covers soups, bouillons, sauces, snacks,
noodles and complete meals.
Hellmanns
is
our third biggest foods brand and has market leadership in mayonnaise in
Brazil, the United Kingdom, the United States and many other countries.
We have signi fi cant pasta sauce businesses in Mexico, North America and the United Kingdom under the Ragú brand. We also sell bouillons and other cooking aids in Europe, North America, Australasia, Egypt and sub-Saharan Africa. In the United Kingdom, Colmans is a signi fi cant brand in meal sauces and condiments and Amora and Maille in France are important brands covering condiments, mayonnaise and vinegar-based products which also have sales in a number of European countries. Salad dressings, spices and seasonings are marketed in the United States under the Wishbone and Lawrys brands.
In May 2001, following the approval of the European Commission, we completed the sale of our dry soup and sauces business in Europe to the Campbell Soup Company for a debt free price of 1 billion. These included the Blå Band brand in Denmark, Finland and Sweden, the Batchelors brand in the United Kingdom, the McDonnels brand in Ireland, the Oxo brand in Belgium, Ireland and the United Kingdom, the Royco brand in Belgium, France and Portugal and Bestfoods Lesieur range of mayonnaise products in France. The businesses were divested as a result of undertakings given to the European Commission in connection with the acquisition of Bestfoods in October 2000.
We are the leading producer of frozen foods in Europe, under the Findus brand in Italy, Birds Eye brand in the United Kingdom and Iglo brand in most other European countries. In October 2001 we completed the sale of our North American seafood business, which comprised the Gorton s business in the United States and the BlueWater business in Canada, to Nippon Suisan (USA), Inc. for $175 million ( 198 million) in cash.
Home & Personal
Care
Home care and professional
cleaning
We are one of
the global leaders in the domestic and professional home care markets. In the
home care sector our products have been developed to meet the diverse
requirements of consumers to clean and care for their homes and clothes. In
laundry, they include tablets for convenience, traditional powders and liquids
for soaking, washing by hand and by machine. In developing and emerging
markets, soap bars are available for lower income consumers. In household care
our products are designed to tackle most cleaning and hygiene needs around the
home.
Our home care brands are available in over 100 countries, many of them holding leading market positions. Our home care brands include, internationally, Omo, Surf, Skip, all, Comfort, Wisk, Cif, Domestos and, in the UK, Persil .
Unilever Annual Report & Accounts and Form 20-F 2001
ABOUT UNILEVER |
|
DiverseyLever provides professional cleaning and hygiene products and services to customers in over 60 countries. The business holds leading positions in major sectors such as hospitality, foodservice, health care and food and beverage production. On 20 November 2001 we announced a de fi nitive agreement to sell DiverseyLever to Johnson Wax Professional. The total value of the transaction to Unilever is $1.6 billion ( 1.75 billion). Unilever will retain a one-third holding in the combined business for fi ve years. The transaction, which is subject to regulatory approval and normal consultative procedures, is expected to be completed in the fi rst half of 2002.
Personal care
We are the
world leader in skin cleansing, deodorants and anti-perspirants. In skin
cleansing our most international brands include
Lux, Dove
and
Lifebuoy
.
Rexona, Impulse
and
Degree
are the key brands in
deodorants and anti-perspirants while
Axe/Lynx
is
the leading international brand in the male personal care range.
We have important market shares in toothpastes, skin care and hair products in many countries. Toothpastes are sold widely under the Signal, Close-up and Mentadent brands. In skin care, products are sold internationally under the Ponds, Vaseline and Fair and Lovely brands. Hair shampoos are available internationally under the Sunsilk, Seda, Organics and Timotei brands. We hold leading positions in North America where the key brands are Suave, ThermaSilk, Salon Selectives and Finesse .
Our Prestige fragrances business is one of the world s largest. We sell a number of fragrances under the Calvin Klein name, including Obsession, Eternity and Escape. In addition, in recent years cK one and cK be have been introduced to appeal to the youth market. The designer fragrance brands Cerruti, Lagerfeld, Chloé and Valentino , together with Nautica, Vera Wang and BCBG fragrance, complete our extensive portfolio.
In December 2001 we sold Unipath Ltd, our women s health diagnostics subsidiary, to Inverness Medical Innovations Inc. of Waltham, Massachusetts USA for £103 million ( 166 million) in cash.
Other operations
To support
our consumer brands, we own palm oil plantations in the Democratic Republic of
Congo, C
ô
te d
Ivoire, Ghana and
Malaysia and tea plantations in India, Kenya and Tanzania.
Technology and
innovation
All Unilever
research and development is now aligned with our leading brands. Our Path to
Growth strategy requires us to exploit the potential of these brands to the
full, so our investment is now aimed at fewer, larger projects.
In 2001 we spent 1 178 million (2000: 1 187 million; 1999: 935 million) on research and development: 2.3% of our turnover. Examples of recent signi fi cant projects include the development of: Culinesse , a high-performance, easy-to-use liquid cooking product; a new spread made with fresh cheese launched as Rama Crême Bonjour in a number of Eastern European countries; new technology for Dove shampoo and new formats such as Domestos/Cif easy-to-use wipes. We fi led 450 new patent applications.
Information
technology
In 2001, we
simpli
fi
ed and harmonised our IT
systems in support of the Path to Growth.
The opening of a new European IT centre in the UK marked the completion of our global infrastructure programme. The concentration of Unilever s IT infrastructure into a network of fi ve centres around the world enables faster and more ef fi cient support to the business.
Common information systems are helping us towards our goal of a harmonised European business. During the year, we continued the integration of both our systems and business processes across national boundaries.
We remain committed to deploying internet technology in support of our strategy. We are using the internet to support the development of a world-class supply chain a programme which has achieved buying savings of 1.2 billion since its February 2000 launch. We are making purchasing and replenishment faster and easier through the development of vendor-managed inventory services, allowing suppliers to see into our systems and replenish stocks automatically.
We continued the roll-out of the Ariba on-line buying system, with launches in Europe and North America. The system will allow employees to purchase non-production items from selected suppliers at volume-negotiated prices.
During the year, we continued to develop our branded websites to help meet the needs of busy consumers.
In 2001, we were also heavily engaged in, and are now successfully completing, the integration of Bestfoods IT systems into a single platform for each of our operating units.
Environmental responsibility
Natural
resources are essential for the production and consumption of our products. We
rely particularly on agriculture,
fi
sh and water: agriculture
provides three quarters of our raw materials,
fi
sh products are leading
product lines for our frozen food brands and water is essential for the
manufacture and use of our products. Therefore, for the future of our supply
chain
and the wider environment
we are committed to working
towards sustainability in these three areas.
In 2001, we made considerable advances in our pioneering initiative to develop standards for sustainable agriculture. Following extensive international pilot projects, we drafted provisional guidelines for sustainable tea and palm oil production. We are now working on guidelines for peas, spinach and tomatoes.
During the year, we included sustainably sourced white fi sh in our frozen foods for the fi rst time. Products including this fi sh now carry the Marine Stewardship Council logo. This is
Unilever Annual Report & Accounts and Form 20-F 2001
Report of the Directors |
ABOUT UNILEVER |
|
another step towards our target of sourcing all fi sh from sustainable stocks by 2005.
In water care, we continued to work to secure safe, sustainable water resources. We published, and widely promoted, the SWIM (Sustainable Water and Integrated Catchment Management) guidelines. These provide a practical framework for working with partners on water stewardship schemes.
In 2000, which is the most recent year for which we have data, our targets on environmental management were largely achieved. We continued to reduce the environmental impact of all our key performance indicators, including water, energy and carbon dioxide. We met four of six challenging eco-ef fi ciency targets in our manufacturing operations. This was achieved with an increase in production tonnage. During 2001, we introduced new software tools to allow us to collect and publish environmental data more swiftly.
Operational responsibility for environmental issues rests with the operating companies and with individuals responsible for the particular Unilever facility. They are supported by our environmental decision-making committee, the Unilever Environment Group (UEG). This is Unilever s leading body for making recommendations addressing environmental issues. It is chaired by the Corporate Development Director and made up of representatives from Business Groups and safety, health and environmental experts. Its role is to develop strategies to continuously improve Unilever s environmental performance and to communicate its recommendations to Unilever facilities worldwide.
In pursuing our environmental strategy, we work closely with external interest groups. For example, our sustainable agriculture initiative is based on performance indicators devised following extensive stakeholder involvement and its progress is monitored by an independent board of experts. Our sustainable fi sh and water care initiatives are also rooted in partnerships.
For the third consecutive year we topped our industry sector in the Dow Jones Sustainability World Indexes.
Our Environment Report is available at www.unilever.com .
Responsible corporate
behaviour
Responsible
corporate behaviour is central to Unilever
s business management and is
part of the remit of our Corporate Development Director.
In 2001, we made our approach to corporate social responsibility more explicit with the publication of our fi rst international Social Review, which can be viewed at www.unilever.com . The review maps out how we interact with society and the many different stakeholders with an interest in our business. Learning from this fi rst Review, and from the many reporting initiatives in this area, work is underway to update the information during 2002.
Unilever s commitment to high standards of corporate behaviour is spelt out in our Code of Business Principles, which is set out on page 6. The Code sets the framework for our operational standards, covering issues such as employee health and safety, product quality, relations with governments, ethical behaviour and environmental impact. It is applicable worldwide and is designed to have practical value to our employees in the day-to-day management of our business: each employee must follow these principles in the spirit as well as the letter. In 2001, we updated the Code in line with the evolving standards expected of international companies. The new Code is being rolled out in 2002.
Debate
about the appropriate extent of corporate social responsibility has continued.
By meeting the needs of consumers worldwide, Unilever
s branded products
and services help to raise living standards and improve quality of life. Our
operations add value by ef
fi
ciently processing raw
materials and effectively marketing and distributing our brands. This value is
then shared among our many stakeholders worldwide including shareholders,
employees, suppliers and governments. Communities also bene
fi
t through our
voluntary contributions. In 2001, we spent approximately
57 million on community
programmes, focusing on projects that improve healthcare, raise levels of
education and encourage local economic, environmental and cultural
activity.
Competition
We have a wide
and diverse set of competitors in our consumer goods businesses. Many of our
competitors also operate on an international scale, but others have a narrower
regional or local focus.
Competition is
intense and challenging. We aim to compete and give value to our consumers and
customers in three ways:
>
|
by continually developing new
and improved products;
|
>
|
by sharing our innovations and
concepts with our businesses all around the world; and
|
>
|
by striving to lower the cost
of our sourcing, manufacturing and distribution processes whilst still
maintaining, and improving, the quality of our products.
|
We support efforts to create a more open competitive environment through the liberalisation of international trade. We also support the fuller implementation of the Single European Market and inclusion of other European countries in the European Union.
Exports
We sell our products
in nearly all countries throughout the world and manufacture in many of them.
Inside the European Union we make many of our products in only a few countries,
for sale in all of them.
We also
export a wide range of products to countries where we do not make them. We
often use this export trade to develop new markets before building local
manufacturing facilities, usually through our facilities in neighbouring
countries.
Unilever Annual Report & Accounts and Form 20-F 2001
ABOUT UNILEV ER |
|
Seasonality
Certain of our
businesses, such as ice creams and prestige fragrances, are subject to
signi
fi
cant seasonal
fl
uctuations in sales.
However, Unilever operates globally in many different markets and product
categories. No individual element of seasonality is likely to be material to
the results of the Group as a whole.
People
year end in
thousands
|
2001
|
|
2000
|
|
1999
|
|
1998
|
|
1997
|
|
|
|
|
||||||||
Europe | 71 | 80 | 74 | 80 | 82 | |||||
|
|
|
||||||||
North America | 22 | 39 | 22 | 23 | 23 | |||||
|
|
|
||||||||
Africa, Middle East | ||||||||||
and Turkey | 49 | 48 | 50 | 59 | 60 | |||||
|
|
|
||||||||
Asia and Paci fi c | 85 | 84 | 71 | 72 | 74 | |||||
|
|
|
||||||||
Latin America | 38 | 44 | 29 | 31 | 30 | |||||
|
|
|
||||||||
Total | 265 | 295 | 246 | 265 | 269 | |||||
|
|
|
We are committed to building an enterprise culture: one that acts as a springboard for individual and business success.
To help build this culture, in 2001, we ran a series of challenging international events for both rising and established managers. At these workshops, people worked on their collective behaviours against stretching business targets. Subsequently, local events were used to build this culture.
We reshaped our business, moving to a divisional structure and integrating the research and development functions into the divisions. In line with our strategy, these changes will allow us to direct our efforts more effectively behind our leading brands. The programme of disposals announced in 2000 as part of our brand focus, and the planned synergy savings from the Bestfoods integration, have both progressed well. These initiatives led to a reduction of some 30 000 staff over the year. We remain committed to dealing openly and fairly with all those affected.
Our leadership development focuses on building the skills required to achieve our business goals. In 2001, we extended the Leaders into Action pilot programme to a wider group of managers. The programme, which is part-residential and part-online, includes personal, business and community elements.
We also successfully launched open job posting . By communicating management vacancies company-wide, this system ensures that selection is fair and transparent. It was rolled out globally early in 2002.
In 2001, we extended the Reward for Growth programme and as a result over 6 000 managers worldwide qualify for executive share options and a new global variable pay scheme linked to growth. It is planned to extend the variable pay scheme to a further 15 000 employees.
Related party
transactions
Other than
those disclosed in these accounts, there were no related party transactions
that were material to the Group or to the related parties concerned that
require to be reported in 2001 or the preceding two years. Transactions with
related parties are conducted in accordance with the transfer pricing policies
described on page 53 and consist primarily of sales to joint ventures.
Information concerning guarantees given by the Group is stated in note 23 on
page 75 and under
Mutual guarantee of
borrowings
on page 109.
Intellectual
property
We have a large
portfolio of patents and trademarks, and we conduct some of our operations
under our patents or under licences which are based on patents or trademarks
owned or controlled by others. We are not dependent on any one patent or group
of patents. We use our best efforts to protect our brands and technology.
Description of our
properties
We have
interests in properties in most of the countries where there are Unilever
operations, however, none is material in the context of the Group as a whole.
The properties are used predominantly to house production and distribution
activities and as of
fi
ces. There is a mixture of
leased and owned property throughout the Group. There are no environmental
issues affecting the properties which would have a material impact upon the
Group. The directors take the view that any difference between the market value
of properties held by the Group and the amount at which they are included in
the balance sheet is not signi
fi
cant. See the schedule of
principal group companies and
fi
xed investments on page 97 and
details of tangible
fi
xed assets in note 10 on page
65.
Legal and arbitration
proceedings
We are not
involved in any legal or arbitration proceedings and do not have any
obligations under environmental legislation which we expect to lead to a loss
material in the context of the Group results. None of our directors or
of
fi
cers are involved in any such
material legal proceedings against us.
Government
regulation
Unilever
businesses are governed, in particular, by national laws designed to ensure
that their products may be safely used for their intended purpose and that
their labelling and advertising complies in all respects with relevant
regulations. The introduction of new products and ingredients and processes is,
speci
fi
cally, subject to rigorous
controls.
Unilever
businesses are further regulated by data protection and anti-trust legislation.
Important regulatory bodies include the European Commission and the US Food and
Drug Administration.
Unilever Annual Report & Accounts and Form 20-F 2001
Report of the Directors |
OPERATING REVIEW HIGHLIGHTS |
>
11
|
Basis of reporting and
discussion
The commentary throughout this
operating review is, unless otherwise indicated, based on the results of the
Group including acquisitions made each year, at constant rates of exchange and
before exceptional items and amortisation of goodwill and intangibles (BEIA).
It is also based on Total turnover and Total operating profit. The term
Total means Group turnover (and operating profit) plus
Unilevers share of the turnover (and operating profit) of joint ventures,
net of Unilevers share of any sales to those joint ventures already
included in the Group figures.
Our accounting policies are based on United Kingdom generally accepted accounting principles (GAAP) and Netherlands GAAP which differ in certain respects from United States GAAP. The principal differences are described on page 95. We have shown reconciliations to net income and capital and reserves under US GAAP on pages 94 and 95.
Reporting currency and exchange
rates
From 1 January 2000, Unilever
adopted the euro as its principal reporting currency. For the years prior to
the introduction of the euro on 1 January 1999, euro values have been derived
by converting values previously reported in guilders using the official
conversion rate announced on 31 December 1998 of
1.00 = Fl. 2.20371. The effect
of exchange fluctuations over time means that the trends shown may differ
significantly from those previously shown in sterling and from those which
would arise if these euro amounts had been translated from the historic
sterling accounts.
Foreign currency amounts for results and cash flows are translated from underlying local currencies into euros using annual average exchange rates; balance sheet amounts are translated at year-end rates except for the ordinary capital of the two parent companies. These are translated at the rate prescribed by the Equalisation Agreement of £1 = Fl. 12, and thence to euros at the official rate of 1.00 = Fl. 2.20371 (see Control of Unilever page 107).
To eliminate the effect of exchange rate fluctuations in the following discussion, we have expressed certain of our key year-on-year comparisons at constant rates of exchange. This means using the annual average rates for the prior year. For each two-year period, the year-on-year comparisons in euros are the same as those which would arise if the results were shown in sterling or US dollars at constant exchange rates.
For the reporting of 2000 at current exchange rates, the results of the Bestfoods business acquired on 4 October of that year were translated at the average rates of exchange for the last quarter of 2000. In the constant rate comparisons for 2001 included in the Operating Review on pages 14 to 27, the results for all parts of the Group have been translated at average rates of exchange for the full year to 31 December 2000. This means that the 2000 results in these comparative tables will differ in some cases from the values translated at current rates of exchange.
Details of exchange rates used in preparation of these accounts and of the noon buying rates against the US dollar are given on page 93.
2001 results compared with
2000
Total turnover increased by
11% to
53 400 million. This increase
was the result of an acquisition impact of 12%, a disposal impact of (5)% and
underlying growth of 4%.
Total operating profit BEIA increased by 28% to 7 416 million, and total operating margin BEIA rose to an historic high of 13.9% from 12.0% in 2000. The improvement in margin primarily reflects the ongoing contribution from Path to Growth restructuring and procurement savings and the successful integration of Bestfoods.
Total operating profit increased by 60% to 5 360 million, being primarily the net impact of acquisitions and disposals offset by an increase in the amortisation charge.
Exceptional items
Exceptional items for the year
were
620 million, which includes
1 564 million of restructuring
investment and profits on disposals of
944 million. Of the
latter,
828 million relates to the
profit on the sale of the brands to secure regulatory approval for our
acquisition of Bestfoods and
116 million in respect of the
sale of Unipath. Associated costs included in operating profit were
393 million for the
year.
The exceptional items incurred in the year primarily relate to the Path to Growth programme we announced on 22 February 2000 to accelerate growth and expand margins, and to restructuring arising from the integration of Bestfoods. The aggregate cost of these programmes is estimated to be 6.2 billion, the majority of which is expected to be exceptional. The 828 million profit on the sale of brands to secure regulatory approval for the acquisition of Bestfoods is not part of this amount.
Unilever Annual Report & Accounts and Form 20-F 2001
OPERATING REVIEW HIGHLIGHTS |
>
12
|
Details of movements in all restructuring provisions are given in note 18 on page 73.
Under US GAAP, certain of the restructuring charges in each year would not have been recognised until certain additional criteria had been met, and would then have been included as a charge in subsequent years. Details of the US GAAP adjustments relating to the restructuring charges are given on pages 94 and 95.
Amortisation of goodwill and
intangibles
The amortisation charge was
1 436 million compared
with
435 million in 2000. This
includes
1 186 million for Bestfoods.
The increase arises because 2001 includes a full year charge for acquisitions
made part way through 2000.
2000 results compared with
1999
Total turnover increased by 7%
to
44 224 million at constant
1999 exchange rates. Of the increase, 5% related to the net impact of
acquisitions and disposals in the year, and there was underlying volume growth
of 2%, double the rate of growth achieved in 1999.
Total operating profit BEIA increased by 16% for the year. Of this increase, 7% related to the impact of acquisitions and the remainder reflects benefits arising from restructuring.
Total operating margin BEIA was at an historic high of 12.1%.
Total operating profit decreased by 27% as a result of significant exceptional items and an increase in the amortisation charge of 371 million as a result of acquisitions in the year.
Exceptional items
Included in operating profit
in 2000 was a
1.8 billion exceptional charge
and
100 million of associated
costs in relation to the Path to Growth programme,
1.1 billion relating to
restructuring and
0.7 billion for other items,
principally business disposals. The key disposals were the European bakery
business, which gave rise to a profit of
149 million and the sale of
Elizabeth Arden, completed in January 2001, which gave rise to the recognition
of a loss of
742 million after writing back
goodwill which was charged direct to shareholders funds on the
acquisition of the business in 1989. Exceptional items also include
approximately
100 million in relation to
restructuring arising from the integration of Bestfoods.
Amortisation of goodwill and
intangibles
The amortisation charge
increased by
371 million to
394 million as a result of the
significant acquisitions made during the year. Of the charge for the year,
274 million related to
Bestfoods.
Acquisitions and disposals
No
significant acquisitions were made during 2001. In 2000 we made 20
acquisitions, of which the most important were:
> | Bestfoods Foods international |
> | Amora Maille Culinary products in France |
> | Ben & Jerrys Ice cream primarily in the United States |
> | Cressida Foods and home and personal care in Central America |
> | Slim Fast Nutritional bars and beverage products in the United States |
In 2001
we disposed of 33 businesses for a total consideration of approximately
1 653 million. In addition,
the Bestfoods Baking Company and other Bestfoods businesses were disposed of
for a consideration of
1 968 million. The most
significant disposals are detailed below.
For further information on the impact of acquisitions and disposals please refer also to the Cash Flow section of the Financial Review on page 30.
On 24 January 2001 we announced the completion of our sale of the Elizabeth Arden business for a consideration of approximately 244 million. Sales turnover of this business was approximately 600 million in 2000.
Following the approval of the European Commission, the sale of several of our European dry soups and sauces businesses to the Campbell Soup Company was completed on 4 May 2001, for a debt free price of 1 billion. These businesses were sold as a result of undertakings given to the European Commission in connection with Unilevers acquisition of Bestfoods in 2000. Annual sales of these businesses totalled approximately 435 million, and sales for the period from 1 January 2001 to the date of disposal were approximately 190 million.
On 2 October 2001 we announced the completion of the sale of our North American seafood business to Nippon Suisan (USA), Inc., a subsidiary of Nippon Suisan Kaisha Limited for $175 million. This business included the Gortons business in the United States and the BlueWater Seafoods business in Canada. Together the businesses had net sales of 272 million in 2000, and sales for the period from 1 January 2001 to the date of disposal were approximately 190 million.
Unilever Annual Report & Accounts and Form 20-F 2001
Report of the Directors |
OPERATING REVIEW HIGHLIGHTS |
>
13
|
On 20 December 2001, we completed the sale of Unipath Limited, our womens health diagnostics business, to Inverness Medical Innovations Inc. for £103 million ( 166 million) in cash.
In addition to the above disposals, on 31 July 2001 we announced the completion of the sale of the Bestfoods Baking Company to George Weston Limited for $1.77 billion. The assets and liabilities of this business, after adjustment to their proceeds of sale, were included within the balance sheet at 31 December 2000 as acquired businesses held for resale. Therefore the results of this business were not consolidated in the Group results in 2001.
On 8 January 2002, we announced a definitive agreement for the sale of our Unimills refinery business at Zwijndrecht, the Netherlands, to Golden Hope Plantations Berhad of Malaysia, for approximately 60 million in cash. This business has annual sales to third parties of approximately 130 million.
In 2000 we disposed of 27 businesses for a total consideration of approximately 642 million. Disposals included the European Bakery Supplies Business, Benedicta, a culinary business in France, and various other smaller businesses and brands.
We have also announced our intention to dispose of the following businesses:
On 31 May 2001, we announced plans to sell a number of North American food brands and related assets from the Bestfoods portfolio, primarily cooking oil products, corn starches, commodity oils and syrups. Also included in the planned sale were the Rit dye and Niagara starch fabric care brands. In total these brands have combined annual sales approaching $400 million.
On 20 November 2001, we announced an agreement to sell our DiverseyLever institutional and industrial cleaning business to Johnson Wax Professional. The total value of the transaction to Unilever is $1.6 billion ( 1.75 billion). Unilever will retain a one-third holding in the combined business. Cash proceeds of the sale are expected to amount to $1 billion ( 1.1 billion). Sales for the year to 31 December 2001, excluding sales of the consumer brands which Johnson Wax Professional will distribute for Unilever under a separate sales agency agreement, were approximately $1.5 billion ( 1.7 billion).
Public takeover offers made by Unilever during 2001 and 2000 related to the following acquisitions:
On 14 March 2000, following a joint offer by Unilever and its subsidiary Hindustan Lever Limited (HLL) for the 34.97% of the shares in Rossell Industries Limited, India, not already owned by Unilever, Lipton India Exports Limited, a wholly owned subsidiary of HLL acquired 24.59% of the shares for a consideration of 10.4 million.
On 15 May 2000, following an all cash public tender offer, Unilever, through its US subsidiary, Conopco, Inc., acquired Ben & Jerrys Homemade, Inc. for an aggregate consideration of 345 million.
On 4 October 2000, following an all cash public merger transaction, Unilever, through its subsidiary, Unilever United States, Inc., acquired Bestfoods for an aggregate consideration of 26 083 million.
On 23 January 2001, following an offer, made in November 2000, through its subsidiary, Hindustan Lever Limited, for the 24.62% of the shares in International Bestfoods Limited India not already owned by Bestfoods, Unilever acquired 7.99% of the shares for a consideration of 2 million.
On 31 January 2001, following an offer made in October 2000 by Unilever through its Tunisian subsidiary, Société de Cosmetiques Détergent et Parfumerie, for the 9.21% of the shares in Société de Produits Chimiques Détergents not already owned by Unilever, 8.1% of the shares were acquired for a consideration of 4 million.
On 4 December 2001, following a further joint offer by Unilever and its subsidiary, Hindustan Lever Limited, for the remaining 10.38% of the shares in Rossell Industries Limited, India, not acquired in March 2000 (see above), Lipton India Exports Limited, a wholly owned subsidiary of HLL acquired a further 6.27% of the shares for a consideration of 1.8 million, which brings the Groups aggregate holding in Rossell Industries to 95.89%.
Unilever Annual Report & Accounts and Form 20-F 2001
OPERATING REVIEW BY REGION |
>
14
|
2001 results compared with 2000 at current exchange rates
million
2001
|
|
million
2000
|
|
%
Change
|
||
|
|
|
|
|
|
|
Total turnover | 20 220 | 19 075 | 6% | |||
Total operating profit | 2 710 | 1 715 | 58% | |||
|
|
|
|
|
|
|
Group turnover | 20 119 | 18 967 | 6% | |||
Group operating profit | 2 689 | 1 697 | 58% | |||
|
|
|
|
|
|
|
2001 results compared with 2000 at constant 2000 exchange rates
million
2001 |
|
million
2000 |
|
%
Change |
||
|
|
|
|
|
|
|
Total turnover | 20 233 | 19 071 | 6% | |||
|
|
|
|
|
|
|
Total operating profit BEIA | 2 978 | 2 419 | 23% | |||
Exceptional items | 270 | (561) | ||||
Amortisation of goodwill | ||||||
and intangibles | (511) | (143) | ||||
|
|
|
|
|
|
|
Total operating profit | 2 737 | 1 715 | 60% | |||
|
|
|
|
|
|
|
Total operating margin | 13.5% | 9.0% | ||||
Total operating margin BEIA | 14.7% | 12.7% | ||||
|
|
|
|
|
|
|
Sales were ahead in the year by 6% with an underlying sales growth of 4%. Growth was broad-based and included a strong contribution from Central and Eastern Europe.
Total operating margin BEIA increased to 14.7% in Europe due to restructuring, buying and marketing-support efficiencies, and portfolio improvement.
Western Europe
The
success of
pro
activ
,
Culinesse
and
Bertolli
in
spreads and cooking products, the
4 Salti in Padella
range of high-quality frozen
ready meals and the expansion of
Slim
Fast
, led to a step-up in
the growth rate for Foods.
Cornetto
and
Carte dOr
both
grew strongly through innovation, whilst in culinary there was continued
momentum in Amora Maille and we started to see the strength of the
Knorr
brand.
In personal care, the leading brands maintained their good rate of growth, led by range extensions in Dove and Signal and by Rexona . Dove shampoo was launched in eight countries by the end of the year and the initial response has been very positive. The success of the Vaporesse ironing aid in fabric conditioners together with a solid response to a more competitive environment in fabric wash helped laundry to grow. We continued to enjoy good rates of growth in Domestos and Cif through the success of easy-to-use wipes and the launch of Domestos Bi-Actif and Domestos WC Active Mousse.
Central and Eastern Europe
We have
seen strong growth, most notably leaf tea and
Delmy
mayonnaise in Russia,
the launch of instant soups and broad-based progress in Home and Personal
Care.
2000 results compared with 1999
million
2000 at current rate s |
|
million
2000 at constant 1999 rates |
|
million
1999 at 1999 rates |
%
Change at constant rates |
|||
|
|
|
|
|
|
|
|
|
Total turnover | 19 075 | 18 677 | 18 131 | 3% | ||||
|
|
|
|
|
|
|
|
|
Total operating profit BEIA | 2 420 | 2 389 | 2 250 | 6% | ||||
Exceptional items | (562) | (549) | (96) | |||||
Amortisation of goodwill | ||||||||
and intangibles | (143) | (140) | (7) | |||||
|
|
|
|
|
|
|
|
|
Total operating profit | 1 715 | 1 700 | 2 147 | (21)% | ||||
|
|
|
|
|
|
|
|
|
Total operating margin | 9.0% | 9.1% | 11.8% | |||||
Total operating margin BEIA | 12.7% | 12.8% | 12.4% | |||||
|
|
|
|
|
|
|
|
|
Western Europe
In
Western Europe, our Home and Personal Care business achieved sales growth of
3%.
Progress was led by our Dove brand which grew by 18%, boosted by new range extensions. Further impetus to growth came from a range of innovative launches, including colour laundry tablets, Domestos/Cif easy-to-use wipes, Easy Iron fabric conditioner and new variants of Axe/Lynx deodorant.
Foods in Western Europe had a mixed year as sales of ice cream and beverages suffered from a poor summer season. It was a more encouraging story in the other categories, leading to overall growth of 3%. In spreads and cooking products, volumes developed favourably with the introduction of Flora/Becel pro activ cholesterol-lowering spread. Bertolli blended olive oil spreads added momentum in the second half of the year. The culinary products business performed well, led by the continuing growth of Sizzle & Stir cooking sauces and the sales of Amora Maille which were 7% ahead of last year. In frozen foods, our 4 Salti in Padella range of high-quality ready meals brought innovation and growth to the sector. Our planned exit from low margin commodity businesses reduced sales but improved margins. Our tea business grew with the roll-out of pyramid tea bags and Lipton Tchaé .
The overall sales level in Western Europe also reflected our disposal of under-performing businesses, including the sale of our European bakery operation.
Unilever Annual Report & Accounts and Form 20-F 2001
Report of the Directors |
OPERATING REVIEW BY REGION |
>
15
|
Central and Eastern Europe
There
was a modest improvement in overall market conditions. Personal care achieved
high single digit volume growth, driven by deodorants and hair products.
Overall, lower prices held back sales growth, as we passed on lower edible oil
input costs, repositioned our spread and tea brands in Russia and responded to
competitive pressures in spreads and laundry in Poland.
North America
2001 results compared with 2000 at current exchange rates
million
2001 |
million
2000 |
|
%
Change |
||
|
|
|
|
|
|
Total turnover | 13 880 | 11 708 | 19% | ||
Total operating pro fi t | 1 124 | 189 | 495% | ||
|
|
|
|
|
|
Group turnover | 13 767 | 11 631 | 18% | ||
Group operating pro fi t | 1 092 | 165 | 562% | ||
|
|
|
|
|
2001 results compared with 2000 at constant 2000 exchange rates
million
2001 |
million
2000 |
|
%
Change |
||
|
|
|
|
|
|
Total turnover | 13 543 | 11 679 | 16% | ||
|
|
|
|
|
|
Total operating pro fi t BEIA | 1 923 | 1 494 | 29% | ||
Exceptional items | (281) | (1 132) | |||
Amortisation of goodwill
and intangibles |
(549)
|
(179)
|
|||
|
|
|
|
|
|
Total operating pro fi t | 1 093 | 183 | 497% | ||
|
|
|
|
|
|
Total operating margin | 8.1% | 1.6% | |||
Total operating margin BEIA | 14.2% | 12.8% | |||
|
|
|
|
|
Sales were ahead by 16% with an underlying growth of 2%. In our Home and Personal Care mass business underlying sales growth was 2.5%, skewed towards the fi rst half of the year, due to the phasing of innovation. There were good performances by our brands across the skin, hair and deodorant categories, notably Dove and Suave.
In Prestige fragrance our sales declined, re fl ecting both the sale of Elizabeth Arden and weaknesses in department stores and travel retail following the tragic events of 11 September. The decline in underlying sales reduced the overall North American growth rate by nearly 1%.
Our Foods business recorded an underlying sales growth of just over 3% for the year.
The integration of Ben & Jerry s proceeded well and sales grew 8% in the year. This, together with strong sales of Breyers , Popsicle , Klondike and Good Humor , further strengthened our market leadership. Slim Fast continued to expand and is now close to 1 billion sales globally. Spreads grew with the introduction of calcium variants of the Shedds and I Cant Believe Its Not Butter! ranges. In culinary products, sales were fl at due to competitive activity and our focus on integration. In tea, sales declined as we focused on brand convergence and transition to our common global positioning.
Total operating margin BEIA of 14.2% re fl ects the bene fi ts of portfolio change, restructuring, global procurement and marketing-support ef fi ciencies.
2000 results compared with 1999
million
2000 at current rates |
million
2000 at constant 1999 rates |
million
1999 at 1999 rates |
|
%
Change at constant rates |
||
|
|
|
|
|
||
Total turnover | 11 708 | 10 094 | 8 902 | 13% | ||
|
|
|
|
|
||
Total operating pro fi t BEIA | 1 500 | 1 290 | 996 | 30% | ||
Exceptional items | (1 132) | (977) | (126) | |||
Amortisation of goodwill
and intangibles |
(179)
|
(149)
|
(1)
|
|||
|
|
|
|
|
||
Total operating pro fi t | 189 | 164 | 869 | (81)% | ||
|
|
|
|
|
||
Total operating margin | 1.6% | 1.6% | 9.8% | |||
Total operating margin BEIA | 12.8% | 12.8% | 11.2% | |||
|
|
|
|
|
Sales rose by 13%, with a strong contribution from Bestfoods, Slim Fast and Ben & Jerry s. Operating margins showed a signi fi cant increase, as the bene fi ts of restructuring, portfolio improvement and procurement savings came through. Although Bestfoods sales in the fourth quarter were around 100 million short of our expectations, this was largely as a result of action taken to reduce trade inventories in the United States in both the retail and foodservice channels.
In Foods, our ice cream, tea and culinary products businesses achieved good sales growth. In ice cream, the most signi fi cant contributions came from the Breyers Parlor take home range and from new Popsicle and Klondike novelties. In culinary products, Lipton meal makers, driven by Sizzle & Stir, led the advance, while Lipton Cold Brew was a key player in tea s success. In the US, we successfully launched a creamy fruit variant of Brummel & Brown spreads.
Unilever Annual Report & Accounts and Form 20-F 2001
OPERATING REVIEW BY REGION |
>
16
|
In Home & Personal Care, volumes grew by 4% as a result of an active and strongly supported innovation programme.
Dove, Caress and Suav e led growth in personal care and in hair care we have relaunched Salon Selectives .
Our fabric care business maintained its overall market position, despite price competition, and the launch of laundry tablets began well.
In our Prestige fragrance business we sold much of the Elizabeth Arden business and launched Nautica and Calvin Klein Truth .
Africa , Middle East and Turkey
2001 results compared with 2000 at current exchange rates
million
2001 |
million
2000 |
|
%
Change |
|
|
|
|
|
|
|
|
Total turnover | 3 455 | 3 512 | (2)% | ||
Total operating pro fi t | 215 | 329 | (35)% | ||
|
|
|
|
|
|
Group turnover | 3 191 | 3 296 | (3)% | ||
Group operating pro fi t | 203 | 321 | (37)% | ||
|
|
|
|
|
2001 results compared with 2000 at constant 2000 exchange rates
million
2001 |
million
2000 |
%
Change |
|||
|
|
|
|
|
|
Total turnover | 3 843 | 3 499 | 10% | ||
|
|
|
|
|
|
Total operating pro fi t BEIA | 422 | 352 | 20% | ||
Exceptional items | (160) | (16) | |||
Amortisation of
goodwill
and intangibles |
(28)
|
(6)
|
|||
|
|
|
|
|
|
Total operating pro fi t | 234 | 330 | (29)% | ||
|
|
|
|
|
|
Total operating margin | 6.1% | 9.4% | |||
Total operating margin BEIA | 11.0% | 10.0% | |||
|
|
|
|
|
Sales grew by 10% with an underlying growth of 7%. Price increases have had priority to protect margins in countries where there has been devaluation, in particular South Africa and Turkey. Growth is broad-based across our brands, with the strongest country contributions coming from South Africa, Nigeria, Ghana and Morocco. There were good performances by Omo , relaunched with an improved formulation, Close-up in West Africa, where we continue to strengthen our position in oral care, and by Dove .
Total operating margin BEIA at 11.0% is ahead of last year, re fl ecting focused management in challenging economic conditions.
2000 results compared with 1999
million
2000 at current rates |
million
2000 at constant 1999 rates |
million
1999 at 1999 rates |
|
%
Change at constant rates |
||
|
|
|
|
|
||
Total turnover | 3 512 | 3 200 | 3 146 | 2% | ||
|
|
|
|
|
||
Total operating pro fi t BEIA | 351 | 328 | 290 | 13% | ||
Exceptional items | (16) | (18) | 15 | |||
Amortisation of goodwill
and intangibles |
(6)
|
(6)
|
|
|||
|
|
|
|
|
||
Total operating pro fi t | 329 | 304 | 305 | % | ||
|
|
|
|
|
|
|
Total operating margin | 9.4% | 9.5% | 9.7% | |||
Total operating margin BEIA | 10.0% | 10.3% | 9.2% | |||
|
|
|
|
|
In Africa, Middle East and Turkey, overall sales were up by 2%, with pro fi ts increasing by 13%.
The momentum in Africa was driven by progress across all our key categories, with particularly strong performances from laundry, oral care, deodorants and culinary products. We increased the direct coverage of outlets with the roll-out of a distribution model based on our experience in rural India.
In South Africa, we introduced laundry tablets, with other innovative launches including Omo liquid bleach, Flora pro activ and Lipton Ice Tea .
Unilever consumer product businesses are being supplied with innovative tea products from our East African plantations.
In the Middle East, sales stagnated in adverse business conditions and we concentrated on maintaining market positions.
Unilever Annual Report & Accounts and Form 20-F 2001
Report of the Directors |
OPERATING REVIEW BY REGION |
>
17
|
Asia and Paci fi c
2001 results compared with 2000 at current exchange rates
million
2001 |
|
million
2000 |
|
%
Change |
||
|
|
|
|
|
|
|
Total turnover | 8 046 | 8 091 | (1)% | |||
Total operating pro fi t | 880 | 781 | 13% | |||
|
|
|
|
|
|
|
Group turnover | 7 846 | 8 038 | (2)% | |||
Group operating pro fi t | 862 | 776 | 11% | |||
|
|
|
|
|
|
|
2001 results compared with 2000 at constant 2000 exchange rates
million
2001 |
|
million
2000 |
|
%
Change |
||
|
|
|
|
|
|
|
Total turnover | 8 558 | 8 091 | 6% | |||
|
|
|
|
|
|
|
Total operating pro fi t BEIA | 1 154 | 908 | 27% | |||
Exceptional items | (166) | (109) | ||||
Amortisation of goodwill
and intangibles |
(41)
|
(19)
|
||||
|
|
|
|
|
|
|
Total operating pro fi t | 947 | 780 | 21% | |||
|
|
|
|
|
|
|
Total operating margin | 11.1% | 9.6% | ||||
Total operating margin BEIA | 13.5% | 11.2% | ||||
|
|
|
|
|
|
|
Total sales grew by 6% with underlying sales ahead by the same amount.
In South East Asia and Japan, sales growth exceeded 10%. Notable were: a strong performance in Japan with the successful launch of Dove shampoo; Lipton ready-to-drink tea through the alliance with Suntory; and our skin business through Dove . In South East Asia our personal care brands powered ahead in all countries led by new variants of Sunsilk , and in Indonesia there was increased market penetration for Rexona and excellent performances from Citra and Pepsodent following its relaunch.
In India, the more focused brand portfolio delivered improved growth and pro fi tability. There were particularly strong performances by Sunsilk and Clinic in hair, Rin and Wheel in laundry, and Fair and Lovely range extensions in skin care. In Foods, sales have been fl at as we have been aggressively improving margins and eliminating poor-performing brands.
In China, there was substantial progress towards pro fi tability.
Total operating margin BEIA for the year has advanced to 13.5% re fl ecting the bene fi ts of global procurement, improved Foods pro fi tability and a stronger mix through the growth in personal care.
2000 results compared with 1999
million
2000 at current rates |
|
million
2000 at constant 1999 rates |
|
million
1999 at 1999 rates |
|
%
Change at constant rates |
||
|
|
|
|
|
|
|
|
|
Total turnover | 8 091 | 7 277 | 6 725 | 8% | ||||
|
|
|
|
|
|
|
|
|
Total operating pro fi t BEIA | 909 | 830 | 668 | 24% | ||||
Exceptional items | (109) | (94) | (18) | |||||
Amortisation of
goodwill
and intangibles |
(19)
|
(17)
|
(9)
|
|||||
|
|
|
|
|
|
|
|
|
Total operating pro fi t | 781 | 719 | 641 | 12% | ||||
|
|
|
|
|
|
|
|
|
Total operating margin | 9.7% | 9.9% | 9.5% | |||||
Total operating margin BEIA | 11.2% | 11.4% | 9.9% | |||||
|
|
|
|
|
|
|
|
|
Sales in the year were 8% ahead of 1999, driven by excellent performances in South East Asia and Japan. Pro fi tability rose signi fi cantly across the region, while at the same time we maintained a high level of marketing support.
Our businesses in South East Asia and Japan generated double digit sales growth in each quarter. Progress was broad-based, in both category and geography.
In skin care and hair care, innovation and strong marketing support levels helped us to good results. Brand successes included the performance of Dove, Ponds, mods hair and Lux in Japan and Vaseline shampoo in the Philippines. In Australasia, we achieved sales growth in ice cream and gained market share in laundry.
In China, a repositioned Omo and new variants of Zhonghua toothpaste helped both brands achieve volume growth above 20%. In Taiwan, Dove shampoo vied for the number one market position.
We made further progress in sales of consumer brands in India as our renewed focus on building mass market share began to have an impact. At the premium end of the laundry market, Surf continued to perform well. Overall sales revenues were affected by our exit from the imported fertiliser business and by the impact of lower edible oil prices.
Unilever Annual Report & Accounts and Form 20-F 2001
OPERATING REVIEW BY REGION |
>
18
|
Latin America
2001 results compared with 2000 at current exchange rates
million
2001 |
|
million
2000 |
|
%
Change |
||
|
|
|
|
|
|
|
Total turnover | 6 605 | 5 680 | 16% | |||
Total operating pro fi t | 329 | 345 | (5)% | |||
|
|
|
|
|
|
|
Group turnover | 6 591 | 5 650 | 17% | |||
Group operating pro fi t | 328 | 343 | (4)% | |||
|
|
|
|
|
|
|
2001 results compared with 2000 at constant 2000 exchange rates
million
2001 |
|
million
2000 |
|
%
Change |
||
|
|
|
|
|
|
|
Total turnover | 7 223 | 5 667 | 27% | |||
|
|
|
|
|
|
|
Total operating pro fi t BEIA | 939 | 612 | 53% | |||
Exceptional items | (283) | (173) | ||||
Amortisation of
goodwill
and intangibles |
(307)
|
(96)
|
||||
|
|
|
|
|
|
|
Total operating pro fi t | 349 | 343 | 2% | |||
|
|
|
|
|
|
|
Total operating margin | 4.8% | 6.1% | ||||
Total operating margin BEIA | 13.0% | 10.8% | ||||
|
|
|
|
|
|
|
Total sales moved ahead by 27% with an underlying sales growth of 5%.
A key feature of the year has been our determination to move prices to recover devaluation-driven cost increases and so protect our margin structure.
Mexico sustained strong growth throughout the year. The key drivers have been: Sedal , which reached an 8% share in the hair care market in its fi rst year since launch; further progress in spreads, deodorants and skin care; and a successful expansion of Holanda ice cream.
In Argentina, markets declined as consumer income reduced, however, our market shares remain strong. In Brazil, overall volumes were impacted by energy restrictions and devaluation-related price increases but continuing innovation in hair and deodorant delivered volume growth.
Total operating margin BEIA for the year at 13.0% is ahead of last year re fl ecting the bene fi ts of portfolio change, global procurement, savings from Bestfoods integration and improved ice cream pro fi tability.
2000 results compared with 1999
million
2000 at current rates |
|
million
2000 at constant 1999 rates |
|
million
1999 at 1999 rates |
|
%
Change at constant rates |
||
|
|
|
|
|
|
|
|
|
Total turnover | 5 680 | 4 976 | 4 358 | 14% | ||||
|
|
|
|
|
|
|
|
|
Total operating pro fi t BEIA | 614 | 536 | 433 | 24% | ||||
Exceptional items | (173) | (152) | (44) | |||||
Amortisation of
goodwill
and intangibles |
(96)
|
|
(82)
|
|
(6)
|
|||
|
|
|
|
|
|
|
|
|
Total operating pro fi t | 345 | 302 | 383 | (21)% | ||||
|
|
|
|
|
|
|
|
|
Total operating margin | 6.1% | 6.1% | 8.8% | |||||
Total operating margin BEIA | 10.8% | 10.8% | 9.9% | |||||
|
|
|
|
|
|
|
|
|
Sales growth for the year of 14% re fl ected a signi fi cant contribution from Bestfoods and other acquisitions. There were encouraging signs of growth in Brazil, while Mexico continued to perform strongly. Recovery was slower in Argentina and North Latin America.
In laundry, volume growth progressed during the year with share gains in Brazil and Argentina. In personal care, brand focus continued to deliver very good progress in Brazil.
In Foods, growth was spurred by an excellent performance in our Mexican business in ice cream, spreads and culinary. We also saw the fi rst signs of recovery in our ice cream operations in Brazil.
Unilever Annual Report & Accounts and Form 20-F 2001
Report of the Directors |
OPERATING REVIEW BY CATEGORY FOODS | > 19 |
The Foods division was established in January 2001 and we have made excellent progress in building and transforming our Foods business.
We rapidly integrated Bestfoods, together with Slim Fast, Ben & Jerry s and Amora Maille. The integration achieved all the synergy targets, realising savings of over 400 million, and we are on course to complete most of our operational integration by early 2002.
The new business delivered solid growth thanks to a more focused portfolio of leading brands and despite challenging economic conditions in many of our key markets. Overall sales grew by 20%, with a signi fi cant increase coming from the recent acquisitions of Bestfoods, Slim Fast, Amora Maille and Ben & Jerry s. Excluding the impact of acquisitions and disposals, underlying sales growth was 3%.
Total operating pro fi t BEIA rose by 49% and margins reached 14.3% re fl ecting the bene fi ts from the Path to Growth restructuring programme and Bestfoods synergy savings.
The culinary category, thanks to the acquisitions, grew to become Unilever s biggest while pro fi t margins increased very signi fi cantly. In addition, Unilever s spreads operations, which returned to sales growth after a period of decline, and our ice cream and frozen foods business, which increased its pro fi ts sharply following restructuring, performed particularly well. Our performance in the fast-growing foodservice arena and in developing and emerging markets demonstrate our increased potential in these sectors.
The greater size, scope and global reach of the new business enhances our ability to deliver bene fi ts of scale and to achieve our vision of becoming the world s leading food company.
On pages 20 to 23 is a review of performance in each major product category. Included in the fi gures for each category are the results of two areas that are important to Unilever:
Health and wellness
Consumers are
increasingly demanding healthy food products. In 2001, our brands grew by
meeting such needs, in both industrialised and developing markets.
The US-based Slim Fast range, which we market as a nutritionally responsible way to achieve and maintain a healthy weight, delivered excellent growth. We successfully extended the brand beyond its US heartland, with launches in Australia and the Netherlands and relaunches in Canada and the UK. We also extended the range into soups.
A pro fi table year for Annapurna in India and a successful African roll-out from Ghana to C ô te d Ivoire shows how we meet a very different consumer need: for nutritionally-enhanced staples at an affordable price. Sales of AdeS soydrinks in Latin America were hit, however, by the economic dif fi culties in the region.
Foodservice
The integration
of Bestfoods into Unilever created one of the world
s leading foodservice
businesses, providing solutions for chefs, restaurateurs, caterers and fast
food retailers. Unilever Bestfoods foodservice operates in more than 60
countries and is market leader in our target categories.
While sales performance rallied towards the end of 2001, there was a slight decrease in turnover in foodservice during the year, due to a complex integration challenge, adverse economic conditions, and setbacks in some larger countries, including France, Germany and the UK. However, we enjoyed double-digit growth in many smaller national markets and we improved pro fi t margin overall.
We are con fi dent that foodservice will ful fi l its potential as a major growth and innovation driver for the Foods division.
Unilever Annual Report & Accounts and Form 20-F 2001
OPERATING REVIEW BY CATEGORY FOODS | > 20 |
Oil and dairy based foods and bakery
2001 results compared with 2000 at current exchange rates
million
2001
|
|
million
2000
|
|
%
Change
|
||
|
|
|
|
|
|
|
Total turnover | 8 713 | 8 040 | 8% | |||
Total operating profit | 910 | 974 | (7)% | |||
|
|
|
|
|
|
|
Group turnover | 8 585 | 7 930 | 8% | |||
Group operating profit | 890 | 958 | (7)% | |||
|
|
|
|
|
|
|
2001 results compared with 2000 at constant 2000 exchange rates
million
2001
|
million
2000
|
%
Change
|
|
|||
|
|
|
|
|
|
|
Total turnover | 8 851 | 8 020 | 10% | |||
|
|
|
|
|
|
|
Total operating pro fi t BEIA | 1 345 | 1 056 | 27% | |||
Exceptional items | (303) | (22) | ||||
Amortisation of goodwill | ||||||
and intangibles | (129) | (64) | ||||
|
|
|
|
|
|
|
Total operating pro fi t | 913 | 970 | (6)% | |||
|
|
|
|
|
|
|
Total operating margin | 10.3% | 12.1% | ||||
Total operating margin BEIA | 15.2% | 13.2% | ||||
|
|
|
|
|
|
|
Unilever is the world s leading supplier of branded margarine, spreads and olive oil.
In 2001, consumer-focused innovation made our spreads turnover grow again and our total market share improved by about 1%. Total operating pro fi t BEIA increased by 27%, with particularly good performances in Germany, the Netherlands and the UK.
Our ability to satisfy consumer demand for healthy foods was key to our success. Pro activ , which includes ingredients that can help to reduce levels of bad cholesterol, showed very impressive growth across Europe. Culinesse , a high-performance, easy-to-use, liquid cooking product, was successfully launched in 11 European countries.
In the US, an enterprising, cross-functional initiative that looked at all aspects of margarine marketing captured the imagination of consumers and boosted sales. I Cant Believe Its Not Butter! grew particularly strongly.
Our European dairy spreads, marketed under Brunch , Boursin and Crême Bonjour , continued to grow. Spreads in most Eastern European countries recovered well, although the Russian market remained dif fi cult.
Overall sales in olive oil declined mainly due to the disposal of the unpro fi table La Masia business in Spain but pro fi tability increased signi fi cantly. This was mainly driven by the continued success of Bertolli , which again enjoyed good volume growth, especially in Western Europe. Recognising the consumer appeal of healthy Mediterranean-style food, we introduced Bertolli dressings in the Netherlands and brought Five Brothers pasta sauce in the UK and US, and Olivio spreads in the UK, under the Bertolli umbrella.
We sold the Bestfoods Baking Company in July 2001. As a result of this and the divestment of European Bakery Supplies in 2000, Unilever has now disposed of the majority of its bakery business.
2000 results compared with 1999
million
2000 at
current
rates
|
million
2000 at
constant
1999
rates
|
million
1999
at 1999
rates
|
%
Change
at
constant
rates
|
|||||
|
|
|
|
|
|
|
|
|
Total turnover | 8 040 | 7 524 | 7 348 | 2% | ||||
|
|
|
|
|
|
|
|
|
Total operating pro fi t BEIA | 1 060 | 1 003 | 793 | 26% | ||||
Exceptional items | (22) | (13) | (75) | |||||
Amortisation of goodwill | ||||||||
and intangibles | (64) | (55) | (5) | |||||
|
|
|
|
|
|
|
|
|
Total operating pro fi t | 974 | 935 | 713 | 31% | ||||
|
|
|
|
|
|
|
|
|
Total operating margin | 12.1% | 12.4% | 9.7% | |||||
Total operating margin BEIA | 13.2% | 13.3% | 10.8% | |||||
|
|
|
|
|
|
|
|
|
Margins improved, re fl ecting lower raw material costs and the continued bene fi ts from supply chain improvements.
In many countries, we increased our share in margarine and related cooking products. Against the background of a declining market, our volumes were on par with last year. Our cholesterol-lowering spreads Flora/Becel pro activ were launched with great success in ten European countries, following clearance from the European Union. By the end of the year, the spreads were available in 16 countries around the world.
In margarines, consumers responded positively to the addition of micro-nutrients and calcium to some of our main brands, including Blue Band and Country Crock .
Unilever Annual Report & Accounts and Form 20-F 2001
Report of the Directors |
OPERATING REVIEW BY CATEGORY FOODS | > 21 |
The dairy spread and olive oil categories are growing at an annual rate of 4%. We are developing these categories as part of our strategy to stimulate growth. In 2000, new range extensions increased sales of our Brunch and Crême Bonjour dairy spreads. In the United States, Brummel & Brown yoghurt-based spreads achieved double-digit growth, following the launch of creamy fruit variants.
Bertolli the world s leading olive oil grew in all markets and was launched in fi ve new Northern European countries. It is being extended actively into spreads, cooking products and dressings.
In October 2000, we sold our European Bakery Supplies business. This followed a strategic review of the business, fi rst announced as part of our Path to Growth strategy. The review concluded that the interests of the business, and its employees, would be better served by joining a group with a core interest in bakery.
Ice cream and beverages
2001 results compared with 2000 at current exchange rates
|
million
2001
|
|
million
2000
|
|
%
Change
|
|
|
|
|
|
|
|
|
Total turnover | 7 838 | 7 823 | -% | |||
Total operating pro fi t | 464 | 398 | 17% | |||
|
|
|
|
|
|
|
Group turnover | 7 695 | 7 601 | 1% | |||
Group operating pro fi t | 423 | 367 | 15% | |||
|
|
|
|
|
|
|
2001 results compared with 2000 at constant 2000 exchange rates
million
2001
|
|
million
2000
|
|
%
Change
|
||
|
|
|
|
|
|
|
Total turnover | 7 964 | 7 814 | 2% | |||
|
|
|
|
|
|
|
Total operating pro fi t BEIA | 881 | 683 | 29% | |||
Exceptional items | (375) | (260) | ||||
Amortisation of goodwill | ||||||
and intangibles | (42) | (20) | ||||
|
|
|
|
|
|
|
Total operating pro fi t | 464 | 403 | 15% | |||
|
|
|
|
|
|
|
Total operating margin | 5.8% | 5.2% | ||||
Total operating margin BEIA | 11.1% | 8.7% | ||||
|
|
|
|
|
|
|
Ice cream
Our major ice
cream brands performed well during 2001 and sales grew by 2%. Progress was
driven by innovations, such as
Magnum
snack-sizes,
Cornetto
miniature and multi-packs and
Cornetto
-branded soft ice
cream.
A positive overall picture was affected by declining wrapped impulse sales in Germany and the UK. In North America, our Canadian and US businesses delivered excellent sales growth and much improved pro fi ts. The strength of our portfolio was demonstrated by the success of Ben & Jerry s in the US super-premium market, during its fi rst full year as a Unilever business.
In line with our commitment to a world-class supply chain, we closed eight factories that were of limited long-term value and introduced more ef fi cient ways of buying raw materials and packaging. We also eliminated certain poorly performing products and withdrew from nine countries where our ice cream business was unpro fi table, including Colombia, Russia and Saudi Arabia.
The next signi fi cant development in the European Commission s investigation into our distribution arrangements for ice cream in Ireland is expected later in 2002. The Court of First Instance will then hear and subsequently rule on our appeal against the Commission s negative decision in the matter of cabinet exclusivity. That decision is currently suspended, pending the outcome of the appeal.
Beverages
Our
Lipton
global core brand
grew by 6%, led by double-digit growth in ready-to-drink tea delivering a
system sales
growth of 10%
worldwide. This growth was again boosted by our innovative
Paint the World
Yellow
programme, which is now in
the process of being implemented in 30 countries.
In Japan, sales of Lipton ready-to-drink tea grew strongly due to our partnership with drinks manufacturer Suntory. Our recent innovation, Lipton Cold Brew cold infusion teabags, grew well and has now been rolled out across most of the US. However, overall sales and pro fi ts declined in that country.
The traditional tea market in Central Asia declined in value. Fierce competition from loose leaf tea competitors in India made our beverage sales decline, but a major cost effectiveness drive resulted in higher pro fi ts. In Poland and Russia, sales showed double-digit growth as we continued to drive the consumer migration from loose leaf to tea bags.
Overall sales grew by 2% and growth in our leading brands was over 4%. Operating pro fi ts and margins increased due to signi fi cant savings in supply chain costs.
Unilever Annual Report & Accounts and Form 20-F 2001
OPERATING REVIEW BY CATEGORY FOODS |
> 22
|
2000 results compared with 1999
million
2000 at current rates |
million
2000 at constant 1999 rates |
million
1999 at 1999 rates |
|
%
Change at constant rates |
||
|
|
|
|
|
||
Total turnover | 7 823 | 7 193 | 6 769 | 6% | ||
|
|
|
|
|
||
Total operating pro fi t BEIA | 678 | 636 | 632 | 1% | ||
Exceptional items | (260) | (244) | (50) | |||
Amortisation of goodwill and intangibles |
(20)
|
(17)
|
(8)
|
|
||
|
|
|
|
|
||
Total operating pro fi t | 398 | 375 | 574 | (35)% | ||
|
|
|
|
|
||
Total operating margin | 5.1% | 5.2% | 8.5% | |||
Total operating margin BEIA | 8.7% | 8.8% | 9.3% | |||
|
|
|
|
|
Ice cream
In ice cream,
our acquisition of Ben & Jerry
s further strengthened our
leadership position, giving us a presence in the super premium sector for the
fi
rst time. We plan to make the
brand an element of our worldwide portfolio, while still retaining its unique
personality and appeal.
Excluding acquisitions, overall ice cream volumes were in line with 1999. We enjoyed a particularly good performance in North America and achieved strong growth in the recovering markets of East Asia Paci fi c. However, volumes in Europe were down due to low impulse sales.
In response to rising out-of-home demand for scooped and soft ice cream, we successfully extended our Carte dOr dessert range. In particular, Carte dOr Artisanal , a range of indulgent ice cream recipes based on artisanal parlours and traditional desserts, achieved excellent results in Europe. In the US, sales of Breyers packaged ice cream increased by over 10%, driven by the innovation of the Breyers Parlor range.
Beverages
Our focus on
our leading brands,
Lipton
and
Brooke
Bond
, helped tea sales increase by
4%. In Europe, volumes grew but operating margin fell due to increased
marketing investment and a rise in raw material costs.
Paint the World Yellow the Lipton marketing campaign which has seen us brand everything from windsur fi ng boards to Chevrolets continued to raise brand awareness around the globe. Both hot and cold Lipton Yellow brands recorded good growth, particularly in Portugal, France, Arabia, Egypt and Poland. Geographic expansion of Lipton ready-to-drink (RTD) iced tea continued, with launches in Egypt, South Africa and Eastern Europe.
In October, we reached a major distribution agreement with Japanese drinks manufacturer Suntory. This will strengthen the position of Lipton RTD across Japan, particularly via the thriving vending machine channel.
In North America, Lipton Cold Brew , our patent-protected cold infusion teabags was successfully rolled out. We also launched Lipton brewed iced tea vending machines. Lipton Tchaé green tea continued its expansion in North America and Europe.
Culinary and frozen foods
2001 results compared with 2000 at current exchange rates
million
2001 |
million
2000 |
|
%
Change |
|||
|
|
|
|
|
|
|
Total turnover | 12 245 | 8 454 | 45% | |||
Total operating pro fi t | 1 011 | 422 | 140% | |||
|
|
|
|
|
|
|
Group turnover | 11 875 | 8 367 | 42% | |||
Group operating pro fi t | 990 | 410 | 141% | |||
|
|
|
|
|
|
|
2001 results compared with 2000 at constant 2000 exchange rates
million
2001 |
million
2000 |
|
%
Change |
||
|
|
|
|
|
|
Total turnover | 12 371 | 8 424 | 47% | ||
|
|
|
|
|
|
Total operating pro fi t BEIA | 1 940 | 1 064 | 82% | ||
Exceptional items | 291 | (322) | |||
Amortisation of goodwill and intangibles | (1 233) | (326) | |||
|
|
|
|
|
|
Total operating pro fi t | 998 | 416 | 140% | ||
|
|
|
|
|
|
Total operating margin | 8.1% | 4.9% | |||
Total operating margin BEIA | 15.7% | 12.6% | |||
|
|
|
|
|
Unilever Annual Report & Accounts and Form 20-F 2001
Report of the Directors |
OPERATING REVIEW BY CATEGORY FOODS |
> 23
|
Culinary
We are world
leaders in the two categories that make up our culinary business: savoury and
dressings.
Knorr is now our biggest brand and, during its fi rst full year under Unilever stewardship, grew by over 4% worldwide. We drove its strong performance with innovations such as Knorr Exotic Meal Kits , which we continued to extend in Europe; Knorr Cup Pasta , which we launched in Taiwan; Knorr Quick Soups in Switzerland and Knorr Sazonisimo , which we introduced in Mexico.
The Hellmanns brand also did well considering dif fi cult market conditions in Latin America and fi erce competition in the US. It enjoyed sales growth of over 10% in some national markets, including Greece, Ireland, the Philippines and Thailand. As part of the integration, we withdrew Hellmanns pourable sauces in the US to concentrate on the larger Wishbone brand.
Our Amora brand also had a successful year with increased turnover and pro fi ts. Innovations, such as Amora Clip-Sauce in France and extensions into the chilled cabinet, helped drive growth.
We disposed of several European dry soups and sauces businesses, following undertakings given to the European Commission in connection with the Bestfoods acquisition. These disposals included Batchelors and Oxo in the UK, Royco and the Lesieur range in France, Heisse Tasse in Germany and Blå Band in Denmark, Sweden and Finland.
Frozen foods
Our ongoing
businesses in frozen foods achieved good, pro
fi
table growth due to innovation
and tight business focus.
The key growth drivers were products that met the demand for healthy and convenient foods. We successfully rolled out frozen high-quality meal ranges based on the Italian concept 4 Salti in Padella , including Birds Eye enjoy! in the UK. Our frozen snacks also performed well.
In 2001, we began successfully extending frozen food brands and products into our foodservice business.
We disposed of our Gorton s frozen seafood business in North America and the Frudesa business in Spain, but retained limited rights to use the Frudesa brand name. We also withdrew from frozen foods in Argentina.
2000 results compared with 1999
million
2000 at
current
rates
|
|
million
2000 at
constant
1999
rates
|
|
million
1999
at 1999
rates
|
%
Change
at
constant
rates
|
|||
|
|
|
|
|
|
|
|
|
Total turnover | 8 454 | 7 911 | 6 428 | 23% | ||||
|
|
|
|
|
|
|
|
|
Total operating pro fi t BEIA | 1 078 | 1 002 | 663 | 51% | ||||
Exceptional items | (322) | (314) | (120) | |||||
Amortisation of goodwill and intangibles | (334) | (299) | (1) | |||||
|
|
|
|
|
|
|
|
|
Total operating pro fi t | 422 | 389 | 542 | (28)% | ||||
|
|
|
|
|
|
|
|
|
Total operating margin | 5.0% | 4.9% | 8.4% | |||||
Total operating margin BEIA | 12.8% | 12.7% | 10.3% | |||||
|
|
|
|
|
|
|
|
|
Culinary
Culinary
volumes rose signi
fi
cantly
re
fl
ecting our acquisition of
Bestfoods and Amora Maille. Excluding acquisitions, sales rose by 4%. There
were improvements in all regions except Latin America, where sales of
tomato-based products fell. Growth was particularly strong in Asia and
Paci
fi
c where sales rose by 10%. In
both Western Europe and North America, sales grew by 4%.
We continued to apply innovations to our product formulations, for example, capitalising on Sizzle & Stirs great success in the UK with a spicy variant Stir it Up . In Australia, we successfully launched Continental ethnic noodle sauces.
In Europe, our market leading position in mayonnaise and mustard was extended by the acquisition of Amora Maille, the major player in these categories in France. In North America, Just 2 Good salad dressings were launched with great success and sales of Lawrys marinades continued growing well. In cooking ingredients, innovations included a range of Kissan spice blends in India.
Frozen foods
Our frozen
foods portfolio is now focused on a few strong brands. In line with our
strategy, we made good progress in cutting less pro
fi
table lines. This portfolio
realignment, combined with low-cost manufacturing and new technologies,
contributed to increased margins. The category is expected to show good,
sustainable growth from the end of 2001.
Our brand leadership was further improved by the very successful roll-out of meal solutions in key European countries such as the 4 Salti in Padella range of frozen recipe dishes and the promising launch of the high-quality Hot & Steamy microwave-heated snack range.
Unilever Annual Report & Accounts and Form 20-F 2001
OPERATING REVIEW BY CATEGORY |
> 24
|
HOME & PERSONAL CARE |
The Home & Personal Care (HPC) division was established in January 2001, as part of Unilever s move to a two-divisional structure.
During the year, our single-minded focus on our global core brands, such as Dove , Lux , Omo , Sunsilk and Surf , resulted in improved performances in most categories and regions. While overall sales grew by 3%, growth of our leading brands was 6.5%. Total operating pro fi t BEIA rose by 9% and total operating margin BEIA reached 13.7%.
In November 2001, we announced that we had agreed to sell DiverseyLever, our institutional and industrial cleaning business, to Johnson Wax Professional. In December 2001, we sold our women s health diagnostics business, Unipath, to Massachusetts-based Inverness Medical Innovations, Inc. Both sales re fl ect our strategic thrust of focusing on our leading consumer brands.
In 2001, we reshaped our organisation to help ensure future growth. In HPC, as in Foods, we reorganised our global research and development network, bringing research and development into the division. The HPC Executive team is now responsible for assigning research priorities and resources, with a new network of global technology centres delivering innovations. These changes will allow us to respond more quickly to consumer demands and to focus on larger-scale innovations.
Home care and professional cleaning
2001 results compared with 2000 at current exchange rates
million
2001
|
|
million
2000
|
|
%
Change
|
||
|
|
|
|
|
|
|
Total turnover | 10 467 | 10 284 | 2% | |||
Total operating pro fi t | 667 | 578 | 15% | |||
|
|
|
|
|
|
|
Group turnover | 10 432 | 10 258 | 2% | |||
Group operating pro fi t | 666 | 578 | 15% | |||
|
|
|
|
|
|
|
2001 results compared with 2000 at constant 2000 exchange rates
million
2001
|
|
million
2000
|
|
%
Change
|
||
|
|
|
|
|
|
|
Total turnover | 10 884 | 10 284 | 6% | |||
|
|
|
|
|
|
|
Total operating pro fi t BEIA | 926 | 918 | 1% | |||
Exceptional items | (209) | (323) | ||||
Amortisation of goodwill and intangibles | (19) | (16) | ||||
|
|
|
|
|
|
|
Total operating pro fi t | 698 | 579 | 21% | |||
|
|
|
|
|
|
|
Total operating margin | 6.4% | 5.6% | ||||
Total operating margin BEIA | 8.5% | 8.9% | ||||
|
|
|
|
|
|
|
Home care
We are one of
the world leaders in domestic home care, which includes cleaning and hygiene
products. Many of our brands are leaders in their markets, including
Cif
,
Comfort
,
Domestos
,
Omo
,
Surf
and
Persil
in the UK.
In 2001, sales rose by 6%, however, total operating margin BEIA was slightly down.
Laundry products remain the bedrock of our HPC business, generating nearly a third of the division s income. In 2001, we retained our clear leadership in tablets in Europe, however, in Canada and the US, tablets showed slow consumer uptake.
Unilever Annual Report & Accounts and Form 20-F 2001
Report of the Directors |
OPERATING REVIEW BY CATEGORY | > 25 | |
HOME & PERSONAL CARE |
Building on the success of tablets in Europe, we launched liquid capsules. These provide the convenience and ef fi ciency of laundry tablets for those consumers who prefer to use liquid detergents.
We demonstrated the enduring appeal of our laundry brands in South Latin America, emerging after two years of intense competition with signi fi cantly improved pro fi tability.
We made signi fi cant progress in aligning all laundry detergent and fabric conditioners behind a limited number of our leading brands, such as Omo , Skip , Surf , Comfort and Snuggle . We rolled out standardised Omo packaging and advertising in Latin America, Asia and Paci fi c, Africa, Middle East and Turkey. In India, as part of this alignment, we relaunched the popular Surf brand, investing in an improved formulation and doubling marketing support.
As part of our strategy of extending our brands, we extended the Comfort fabric conditioner brand with the successful launch of Comfort Vaporesse in Europe. Comfort Vaporesse liquid is poured into the water wells of steam irons, making fabrics smell fresher and preventing limescale.
We extended the Domestos brand, launching Domestos Bi-Actif and Domestos WC Active Mousse in Europe and, in Asia, reaching new consumers with products tailored for low-income families. Other successes in household cleaning included further innovations in Cif wipes.
Professional cleaning
In
professional cleaning, DiverseyLever enjoyed a strong year with growth in both
sales and operating pro
fi
t.
In November 2001, we announced that we had agreed to sell DiverseyLever to Johnson Wax Professional. The sale is expected to be completed in the fi rst half of 2002.
2000 results compared with 1999
|
million
2000 at current rates |
|
million
2000 at constant 1999 rates |
|
million
1999 at 1999 rates |
|
%
Change at constant rates |
|
|
|
|
|
|
|
|
|
|
Total turnover | 10 284 | 9 462 | 9 126 | 4% | ||||
|
|
|
|
|
|
|
|
|
Total operating pro fi t BEIA | 917 | 856 | 857 | % | ||||
Exceptional items | (323) | (297) | (34) | |||||
Amortisation of goodwill and intangibles |
(16)
|
|
(15)
|
|
(5)
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating pro fi t | 578 | 544 | 818 | (34)% | ||||
|
|
|
|
|
|
|
|
|
Total operating margin | 5.6% | 5.8% | 9.0% | |||||
Total operating margin BEIA | 8.9% | 9.1% | 9.4% | |||||
|
|
|
|
|
|
|
|
|
Home care
Excluding
acquisitions, overall sales rose by 2% across our home care business. We
performed particularly well in Asia and Paci
fi
c. Our home care operating
margin was slightly down, notably in North America and Latin America.
However, this decline was partly offset by improvements in margin in Asia and Paci fi c.
In South Latin America, we were particularly pleased by the development of our laundry market share, in the face of intense competition. The investment in defending our market share was the main factor in the decline in operating margin in the region.
The principal engine for growth continued to be our ability to innovate successfully and to extend that innovation throughout the world. In laundry, we maintained our clear leadership in tablets. These are now available in more than 30 countries, having been launched in South Africa and Latin America. The close of the year saw the beginning of the roll-out in the important North American market under the Wisk brand. In Europe the second generation formulation further expanded the market.
2000 also saw the successful roll-out of our Easy Iron fabric conditioner variant. Based on a patented silicone formulation, this product is now available throughout Europe.
Other successes included rapid growth in India with Vim dishwash bar, which has a formulation relevant to markets throughout Asia and Africa and the roll-out of Domestos wipes in Europe. There was good consumer reception for the novel Refresh/Keep Fresh range of fabric and clothing fresheners and Cif Oxy-Gel general purpose cleaner, which was rolled out successfully throughout Europe.
Professional cleaning
DiverseyLever is a provider of
cleaning and hygiene products and services. These are sold to institutional
customers such as hotels, hospitals, laundries and to the food and beverage
industry.
During 2000 we maintained our leadership in Europe and made progress in improving our performance in North America. We entered into a strategic global partnership agreement with ISS, the world s foremost facility services provider. We also concluded a series of long-term supply and service contracts with major international customers.
Implementation of a comprehensive plan for simplifying the product line, organisation and supply chain across Europe commenced.
Operations in North America were consolidated under a common management whose priority is to facilitate the integration of recent acquisitions.
Unilever Annual Report & Accounts and Form 20-F 2001
OPERATING REVIEW BY CATEGORY | > 26 | |
HOME & PERSONAL CARE |
Personal care
2001 results compared with 2000 at current exchange rates
million
2001 |
|
million
2000 |
|
%
Change |
|
|
|
|
|
|
|
|
|
Total turnover | 12 310 | 12 589 | (2)% | |||
Total operating pro fi t | 2 159 | 958 | 125% | |||
|
|
|
|
|
|
|
Group turnover | 12 307 | 12 567 | (2)% | |||
Group operating pro fi t | 2 157 | 958 | 125% | |||
|
|
|
|
|
|
|
2001 results compared with 2000 at constant 2000 exchange rates
million
2001 |
|
million
2000 |
|
%
Change |
||
|
|
|
|
|
|
|
Total turnover | 12 685 | 12 590 | 1% | |||
|
|
|
|
|
|
|
Total operating pro fi t BEIA | 2 298 | 2 035 | 13% | |||
Exceptional items | (50) | (1 069) | ||||
Amortisation of goodwill and intangibles |
(11)
|
|
(7)
|
|
|
|
|
|
|
|
|
|
|
Total operating pro fi t | 2 237 | 959 | 133% | |||
|
|
|
|
|
|
|
Total operating margin | 17.6% | 7.6% | ||||
Total operating margin BEIA | 18.1% | 16.2% | ||||
|
|
|
|
|
|
|
In personal care, we are the world leader in products for skin cleansing, deodorants and antiperspirants. Sales increased by 1%, while total operating margin BEIA improved. Our leading brands achieved growth of 7%, re fl ecting the strong performance of our global core brands, such as Axe , Dove , Rexona , Suave and Sunsilk .
Dove again surged ahead. It recorded its third consecutive year of over 25% growth with strong contributions from the new Nutrium bar in the US and shower and body care products in Europe. Another notable success was the brand s move into hair care in Asia, where it reached number three in the Japanese shampoo and conditioner market within two months and contributed towards a 12% worldwide growth in our hair care business. The launch has projected Unilever into a clear number one position in Japan, the second largest hair care market, with Lux , mods hair and now Dove .
Sunsilk , our leading hair care brand, also performed strongly, growing in excess of 20%. It was launched in Mexico, marketed as Sedal , and rapidly became the fourth biggest hair care brand in the country. In the US, Suave captured an 11% value share of the shampoo market for the fi rst time.
Our deodorant category grew by 8%, driven by the success of Dove , Axe and Rexona . Dove consolidated its position in deodorants with a particularly strong performance in the US and an encouraging launch in Mexico.
We refreshed the Axe male deodorant range, marketed as Lynx in the UK, with two new fragrances, Fusion and Gravity . In Europe, as part of our strategy of extending our brands beyond their core categories, we introduced an upgraded Axe shower gel range.
Rexona also made signi fi cant progress in the male antiperspirant market, with Rexona for Men accounting for a growing proportion of the brand s sales.
We introduced harmonised packaging for our roll-on deodorants across all brands, achieving signi fi cant ef fi ciencies in our supply chain.
Our innovations continue to meet the everyday needs of consumers, in both the industrialised and developing worlds. In face care, Ponds Perfect was launched in Japan and achieved a leading position in the mass sector of the anti-ageing market, while the launch of Ponds RenAscent achieved outstanding success in Mexico.
In Central Asia, Fair and Lovely continued to perform strongly, responding to renewed advertising focus and range extensions.
In oral care, we again saw good growth from Signal in Europe and Close-up in Asia and Paci fi c. Our position was strengthened by innovations in toothbrushes and confectionery, where we built on the success of our dental chewing gum with the launch of dental sweets. However, in China, Zhonghua toothpaste had a disappointing year.
Our Prestige fragrance business faced dif fi cult economic conditions, and sales declined. Following the disposal of Elizabeth Arden, we integrated the designer fragrance portfolio into Unilever Cosmetics International. We expanded the Nautica fragrance range into Europe and launched fragrances under the BCBG banner in the US.
Unilever Annual Report & Accounts and Form 20-F 2001
Report of the Directors |
OPERATING REVIEW BY CATEGORY | > 27 | |
HOME & PERSONAL CARE |
2000 results compared with 1999
million
2000 at current rates |
|
million
2000 at constant 1999 rates |
|
million
1999 at 1999 rates |
|
%
Change at constant rates |
|
|
|
|
|
|
|
|
|
|
|
Total turnover | 12 589 | 11 340 | 10 712 | 6% | ||||
|
|
|
|
|
|
|
|
|
Total operating pro fi t BEIA | 2 034 | 1 846 | 1 583 | 17% | ||||
Exceptional items | (1 069) | (926) | (37) | |||||
Amortisation of goodwill and intangibles |
(7)
|
|
(7)
|
|
(3)
|
|||
|
|
|
|
|
|
|
|
|
Total operating pro fi t | 958 | 913 | 1 543 | (41)% | ||||
|
|
|
|
|
|
|
|
|
Total operating margin | 7.6% | 8.1% | 14.4% | |||||
Total operating margin BEIA | 16.2% | 16.3% | 14.8% | |||||
|
|
|
|
|
|
|
|
|
Our personal care business enjoyed another very good year. Increases in both turnover and operating pro fi t were recorded in all regions as the economic recovery in Asia and Paci fi c and in Latin America gathered momentum.
Once again, the most signi fi cant contributor to growth was Dove . As well as recording a strong performance in its core category of skin care, where it remains the world s leading cleansing product, the brand proved to be equally robust when extended into other markets. The launch of Dove deodorant in Europe, Latin America and North America was a major success. In Japan, the Dove portfolio embraced facial foam, a bar and a body wash and, coupled with the continued success of Ponds, our skin business in Japan approached 200 million.
One of the year s marketing priorities was the global rebuilding of Lux , as a contemporary and effective beauty treatment. An early launch in Brazil returned encouraging results. We remained leader of the personal wash sector in North America, partly due to a positive consumer reaction to the new Caress formulation.
In addition to the successful extension of the Dove brand, Rexona and Axe/Lynx continued to drive growth in our deodorant business. A rationalisation of Rexonas ingredients and packaging, helped achieve a single global mix and supply chain savings and made selecting the right product easier for consumers. Axe/Lynx was extended into further male grooming markets razors and shaving preparations, and a range of hair products designed for men.
Our hair care business enjoyed another good year, growing by almost 10%. Overall growth was driven by a strong performance of the Sunsilk brand, particularly in Asia and Paci fi c and in Latin America. There was a successful entry into the youth hair care segment with mods hair in Japan, Seda did well in Brazil, and an all-time high share was achieved by Suave. Exploration of alternative business channels saw the entry of the Sunsilk brand into salons in India.
In oral care we followed a strategy of selective investment, both in geography and products. The business saw good growth from the Signal brand in Europe and Close-up in Asia and Paci fi c. We entered the electric toothbrush market in Italy and France, a local initiative that followed our call for increased enterprise across all aspects of our business. The year also saw the completion of the roll-out of our dental chewing gum business through Europe and its fi rst extension into developing markets.
In Prestige, we sell fragrances under the Calvin Klein name as well as other premier designers such as Cerruti, Lagerfeld, Chloé and Valentino . In 2000, we agreed the sale of much of the Elizabeth Arden business to concentrate on growing our designer fragrance business.
Marketing highlights during the year included the launch of the Calvin Klein fragrance Truth and the development of the Nautica range.
Unilever Annual Report & Accounts and Form 20-F 2001
FINANCIAL REVIEW |
>
28
|
The figures quoted in this review are in euros, at current rates of exchange, unless otherwise stated. The profit and loss and cash flow information is translated at average rates of exchange for the relevant year and the balance sheet information at year-end rates of exchange.
For definitions of key ratios referred to in this review please refer to page 91.
Results 2001 compared
with 2000
Total turnover,
which includes Group turnover plus the Groups share of joint venture
turnover, rose by 9% to
52 206 million.
Group turnover increased by 8% to 51 514 million. This increase was driven by underlying sales growth of 4%, compared with 1.5% in 2000, combined with a net effect from acquisitions and disposals of an increase of 7%. The most significant of these was the acquisition of Bestfoods and the disposal of Elizabeth Arden and some European soups and sauces brands. This growth was offset by a 3% strengthening of the average exchange rate for the euro against the basket of Unilever currencies.
As a result of the Bestfoods acquisition, the Groups share of joint venture turnover increased by 43% to 692 million.
Group operating profit BEIA of 7 149 million increased by 25% for the year. The improvement in margin by 1.9% to 13.9% reflects the ongoing contribution from Path to Growth restructuring and procurement savings and the successful integration of Bestfoods.
Amortisation of goodwill and intangibles was 1 387 million compared with 435 million in 2000. The increase is primarily the result of a full years amortisation charge for acquisitions made partway through 2000. Included in this charge was 1 170 million for Bestfoods and 193 million as a result of other acquisitions in 2000, principally Slim Fast, Ben & Jerrys, Cressida and Amora Maille.
Given the significance of the goodwill arising from the purchase of Bestfoods, our application of asset impairment accounting standards is important. We have reviewed the goodwill related to the Bestfoods acquisition, by considering actual and planned growth rates of Bestfoods brands and the actual and planned synergy savings arising from its integration.
Exceptional items for the year were 588 million, which includes 1 515 million of restructuring investment and profits on disposals of 927 million. Of the latter, 811 million relates to the profit on the sale of the brands to secure regulatory approval for our acquisition of Bestfoods and 114 million in respect of the sale of Unipath. Associated costs included within operating profit BEIA were 373 million for the year.
The restructuring exceptional items incurred in the year primarily relate to the series of initiatives we announced on 22 February 2000 to accelerate growth and expand margins, and to restructuring arising from the integration of Bestfoods. The total net cost of these programmes is estimated to be 6.2 billion, the majority of which is expected to be exceptional. To date, 3.9 billion has been incurred, of which 3.4 billion is exceptional and 0.5 billion is associated costs. The 811 million profit on the sale of brands to secure regulatory approval for the acquisition of Bestfoods is not part of this amount.
Group operating profit increased by 57% to 5 174 million, primarily being the net impact of acquisitions and disposals offset by an increase in the amortisation charge.
The share of operating profit of joint ventures increased to 84 million (2000: 57 million), reflecting a full year of the Bestfoods joint ventures.
An overview of operating performance by region and product category is included in the Regional and Category texts on pages 14 and 19 respectively.
Net interest cost rose to 1 646 million compared with 632 million in 2000. This reflects the increase in the level of borrowings during 2000 to fund acquisitions, principally Bestfoods. Cash generation from disposals during the year, along with proceeds from the sale of the European bakery business in 2000, reduced the interest charge by approximately 80 million. Net interest cover for the year was just over three times. The net interest cover on the basis of EBITDA (bei) was five times for the year.
The Groups effective tax rate for the year was 42.7% (2000: 51.5%). This rate reflects the non-deductibility of goodwill amortisation and a tax rate on the net exceptional charges of 39%. The underlying tax rate for normal trading operations was in line with 2000.
Minority interests increased 11% to 239 million (2000: 215 million) as a result of a strong performance in India.
Net profit rose by 66% to 1 838 million. Combined earnings per share were up 70%. Combined earnings per share BEIA increased by 11%.
Return on capital employed increased slightly to 9% from 8% in 2000.
Results 2000 compared
with 1999
Total turnover
rose by 16% to
48 066 million.
Group turnover also increased 16% to 47 582 million. 2 945 million, representing 7% of this growth, came from the impact of acquisitions in 2000, primarily Bestfoods. On the basis of 1999 results, the impact of disposals, principally the European bakery business, was a reduction
Unilever Annual Report & Accounts and Form 20-F 2001
Report of the Directors |
FINANCIAL REVIEW |
|
in turnover of approximately 500 million. Underlying volume growth was 2%, compared with 1% in 1999. The remaining increase was driven by the 9% weakening of the average exchange rate for the euro against the basket of Unilever currencies.
The Groups share of joint venture turnover increased by 70% to 484 million, as a result of the acquisition of Bestfoods joint ventures in Africa, Middle East and Turkey and Asia and Pacific.
Group operating profit BEIA increased by 25% for the year to 5 729 million, with underlying margin up 0.8 percentage points to 12.0% as the benefits of restructuring and buying savings are realised. Acquisitions made in the year contributed 415 million, of which 280 million related to Bestfoods. 416 million of the overall increase was the result of the weakening of the average euro rate between the two years.
Amortisation of goodwill and intangibles was 435 million, compared with 23 million in 1999, reflecting the impact of acquisitions, notably Slim Fast, Ben & Jerrys, Cressida, Amora Maille and Bestfoods. The amortisation of Bestfoods goodwill in the period was 301 million.
Exceptional items increased to 1 992 million from 269 million in 1999. The majority of the exceptional charges related to our Path to Growth programme. Of the 2000 exceptional items, 1.9 billion related to this programme. Of this amount, 1.1 billion related to restructuring and 0.8 billion for other items, principally business disposals. The key disposals were the European bakery business which gave rise to a profit of 143 million and the sale of Elizabeth Arden, completed in January 2001, which gave rise to the recognition of a loss in 2000 of 859 million after writing back goodwill which had been charged direct to shareholders funds on the acquisition of the business in 1989. Exceptional items also included approximately 100 million in respect of restructuring arising from the integration of Bestfoods.
As a result of the amortisation and exceptional items charged above, Group operating profit was down 23% to 3 302 million.
Share of operating profit of joint ventures increased to 57 million (1999: 42 million) with the Bestfoods joint ventures contributing 12 million.
An overview of operating performance by region and product category is included in the Regional and Category texts on pages 14 and 19 respectively.
Net interest cost was 632 million compared with 14 million in 1999. This significant increase reflects a 27 billion increase in debt during the year following the Bestfoods acquisition in October 2000 and other acquisitions during the year, together with a reduction in cash following the payment of the special dividend in 1999. Included in the interest cost is a 37 million exceptional charge which primarily reflects the fees charged on the unused portion of the financing facility put in place prior to the Bestfoods acquisition. Net interest cover for the year was just over five times; for the fourth quarter, interest cover was negative as a result of the amortisation of goodwill and the very high level of exceptional items together with the high level of debt since the Bestfoods acquisition. The net interest cover on the basis of EBITDA (bei) (see page 91 for definition), was 11 times for the year and four times for the final quarter.
The Groups effective tax rate rose to 51.5% from 31.5% in 1999. The increase was a result of Bestfoods goodwill amortisation, which is not tax deductible, and net tax relief of only 14% on exceptional items. This low rate arose because tax relief was already obtained in prior years on the goodwill writeback on the businesses disposed. The underlying tax rate for normal trading operations was 34% before the inclusion of Bestfoods goodwill amortisation, the same level as in 1999.
Minority interests increased 7% to 215 million, due almost entirely to the weakening of the euro.
Net profit fell by 60% as a result of the high level of exceptional items and amortisation of goodwill, increased interest costs due to higher borrowings and the impact of the non-tax deductibility of some of these charges. Combined earnings per share was similarly down 59%. Combined earnings per share BEIA increased by 14%.
Return on capital employed fell to 8% from 22% in 1999. The decline is due to the decrease in profit after tax, combined with the increase in long term borrowings.
2001
Dividends and market
capitalisation
Ordinary
dividends paid and proposed on PLC ordinary capital amount to 14.54p per 1.4p
share (2000: 13.07p), an increase of 11% per share. Ordinary dividends paid and
proposed on the NV ordinary capital amount to
1.56 per
0.51 share (2000:
1.43), an increase of
9% per share.
The ratio of
dividends to profit attributable to ordinary shareholders was 85.6% (2000:
133.3%).
Unilevers combined market capitalisation at 31 December 2001 was 64.5 billion (2000: 65.3 billion).
Balance sheet
Although the
euro weakened against both sterling and the dollar between the two balance
sheet dates, the substantial devaluations in Brazil and Argentina, and the
highly geared balance sheet of our US business, resulted in an exchange loss on
translation of opening balances and of movements of
1 069 million. Profit
retained, after accounting for dividends and for the retranslation impact,
decreased by
527 million to
6 619 million.
Unilever Annual Report & Accounts and Form 20-F 2001
FINANCIAL REVIEW |
|
Total capital and reserves decreased to 7 195 million (2000: 8 169 million) reflecting the above movement in profit retained together with the impact of the net increase in shares held to meet employee share option plans.
Cash flow
Cash flow from
operations increased by
759 million to
7 497 million, with
strong underlying cash flows partly offset by higher restructuring
costs.
Capital expenditure of 1 536 million was slightly higher than in 2000.
Acquisition activity in the year was very low with a total of 132 million being mainly spent on increasing our shareholdings in existing businesses through the purchase of shares from minority shareholders. During the year, 1 968 million was received in respect of Bestfoods Baking Company and other Bestfoods businesses. In addition, 33 Unilever businesses were disposed of for a total cash consideration of 1 650 million. Other notable disposals included: Batchelors, Royco, Oxo and other European businesses sold as part of the remedies required by the European Unions Merger Task Force following the Bestfoods acquisition; Elizabeth Arden; the Unipath womens diagnostics business in the UK and the Gortons frozen food business in North America.
Net debt at the end of the year was 23 199 million compared with 26 468 million at the end of 2000, as a result of strong cash generation including the sale of brands following the announcement of the Path to Growth strategy and the acquisition of Bestfoods in 2000.
Finance and
liquidity
Unilever aims
to be in the top third of a reference group for Total Shareholder Return of 21
international consumer goods companies, as explained on page 33. The
Groups financial strategy supports this objective and provides the
financial flexibility to meet its strategic and day-to-day needs. The key
elements of the financial strategy are:
> | Appropriate access to equity and debt capital |
> | Sufficient flexibility for tactical acquisitions |
> | A1/P1 short term rating |
> | Sufficient resilience against economic turmoil |
> | Optimal weighted average cost of capital, given the constraints above |
Financial ratios that are consistent with this strategy are an EBITDA (BEI) net interest cover greater than eight times, a net gearing less than 45% and Funds From Operations (BEI) over lease adjusted net debt greater than 60%. Levels outside these targets are acceptable for a period following major acquisitions.
Definitions and further details on these ratios are given on pages 90 and 91.
Unilever concentrates cash in the parent and finance companies in order to ensure maximum flexibility in meeting changing business needs. Operating subsidiaries are financed through the mix of retained earnings, third party borrowings and loans from parent and group financing companies that is most appropriate to the particular country and business concerned.
Unilever maintains access to global debt markets through an infrastructure of short-term debt programmes (principally US domestic and euro commercial paper programmes) and long-term debt programmes (principally a US Shelf registration and euro-market Debt Issuance Programme). Debt in the international markets is, in general, issued in the name of NV, PLC or Unilever Capital Corporation with the joint credit strength of NV and PLC.
Unilever has committed credit facilities in place to support its commercial paper programmes and for general corporate purposes. The revolving credit facility and the money market commitment put in place in 2000 were replaced in May 2001 by new bilateral committed credit facilities of in aggregate $3 020 million, bilateral notes commitments of in aggregate $200 million and bilateral money market commitments of in aggregate $1 775 million. Further details of these facilities are given in note 14 on page 67.
In 2001 a total of 4 932 million was raised through term financing. The term financing consisted of a 2 billion two-tranche Eurobond with a 3- and 5-year maturity issued in June, a ¥50 billion 2-year placement in June, a CHF500 million 4-year Swiss domestic bond issued in July, a 1 billion 2-year floating rate note issued in September, and a $500 million 1.5-year Eurobond and a $500 million 5-year Eurobond issued in December.
During 2001, total debt decreased due to cash generated by the business and a number of disposals, including the sale of brands following the announcement of the Path to Growth strategy and the acquisition of Bestfoods in 2000.
Borrowings at the end of 2001 totalled 25 500 million (2000: 29 741 million). Taking into account the various cross currency swaps and other derivatives, 74% of Unilevers borrowings were in US dollars, 7% in euros and 7% in sterling with the remainder spread over a large number of other currencies.
Long-term borrowings increased by 1 155 million to 14 221 million at the end of 2001. At the end of 2001 short-term borrowings were 11 279 million (2000: 16 675 million), including 4 034 million of long-term debt reclassified to short-term at the year-end. At the end of 2001, 77% of the long-term debt is repayable within five years (2000: 75%).
Unilever Annual Report & Accounts and Form 20-F 2001
Report of the Directors |
FINANCIAL REVIEW |
|
Cash and current investments at the end of 2001 totalled
2 301 million (2000: 3 273 million); these funds were held in euros (26%), sterling (15%), US dollars (3%), and other currencies (56%). The funds are mainly to support day-to-day needs and are predominantly invested in short-term bank deposits and high-grade marketable securities.
Treasury and hedging
policies
Unilever
Treasurys strategic purpose is to maintain Unilevers financial
strength and flexibility within the context of the long-term financial strategy
set out in the Finance and liquidity section above. Unilever
Treasurys operational purpose is to provide financial services to allow
operating companies to manage their financial transactions and exposures in an
efficient, timely and low cost manner.
Unilever Treasury operates as a service centre and is governed by policies and plans agreed by the Executive Committee of the Board. In addition to policies, guidelines and exposure limits, a system of authorities and extensive independent reporting covers all major areas of activity. Performance is monitored closely. Independent reviews are undertaken by the corporate internal audit function.
The key financial instruments held by Unilever are short-and long-term borrowings, cash and other fixed and current investments (all held on balance sheet) and certain straightforward derivative instruments, principally comprising interest rate swaps and foreign exchange contracts. The accounting for derivative instruments is discussed in Accounting Policies on pages 51 to 53. The use of leveraged instruments is not permitted.
Unilever is exposed to a variety of market risks, including the effects of changes in foreign exchange rates, interest rates and credit spreads. Unilever also faces risks that are non-financial or non-quantifiable, for example liquidity, country and counterparty risks.
Unilever has an interest rate management policy aimed at optimising net interest cost and reducing volatility. This is achieved by modifying interest rate exposure of debt and cash positions through the use of interest rate swaps. At the 2001 year-end the application of this policy meant that 53% of our borrowings and 35% of our cash were fixed. Fixing levels of projected debt were 54% for 2002 and 47% for 2003 (compared with 67% for 2001 and 57% for 2002 at the end of 2000).
Unilevers foreign exchange policy requires that operating companies hedge trading and financial foreign exchange exposures. This is achieved primarily through the use of forward foreign exchange contracts. Some flexibility is permitted within overall exposure limits. At year-end there is no material exposure from companies holding assets and liabilities other than in their functional currency.
Unilever aims to hedge the net investment in operating companies through borrowings in the same currency, except where the local regulations or lack of local liquidity inhibits this. An exception may also be made where the economic value of the net assets locally is considered to exceed their book value substantially. Our business in the US is one such example where the economic value of the assets is considerably in excess of book value and accordingly we have higher US dollar debt. From time to time, currency revaluations will trigger exchange translation movements in our balance sheet as a result of these exceptions. In 2001, we suffered significant retranslation differences as a result of the devaluations in Brazil ( 439 million) and Argentina ( 416 million), together with the effect of the strengthening of the US dollar on our net debt position in that currency. The above reflects the effect exchange rate movements have on book values of assets and liabilities but does not take into account the underlying value of the assets we have in the countries involved.
Our policies and strategies for the management of liquidity risk are discussed in more detail on page 30.
Counterparty exposures are minimised by restricting dealing counterparties to a limited number of financial institutions that have secure credit ratings, by working within agreed counterparty limits and setting limits on the maturity of investments. Counterparty credit ratings are closely monitored and concentration of credit risk with any single counterparty is avoided. There is no significant concentration of credit risks with any single counterparty as at the year-end.
As a result of the share option program for employees, we are exposed to movements in our own share price. In recent years we have hedged this risk through buying Unilever shares in the market when the share option is granted and holding these shares until the share option is exercised or lapses. This year we have also entered into a contract with a bank for the forward purchase of Unilever shares, further details of which are given on page 69. At the year-end 92% of all outstanding employee share options were hedged; based on Unilevers experience with the exercise level of options we consider this percentage as being fully hedged.
The following discussion about risk management activities includes forward-looking statements that involve risk and uncertainties. The actual results could differ materially from those projected. See the Cautionary Statement at the front of this document.
The analysis below presents the sensitivity of the fair value of the financial and derivative instruments the Group held at 31 December 2001, to the hypothetical changes described below.
Interest rate risk
The fair
value of debt, investments and related hedging instruments is affected by
movements in interest rates. The analysis shows the sensitivity of the fair
value of interest rate sensitive instruments to a hypothetical 10% change in
the interest rates across all maturities as at
31
December 2001.
Unilever Annual Report & Accounts and Form 20-F 2001
FINANCIAL REVIEW |
|
Foreign exchange rate risk
The fair value of debt, investments and hedging instruments, denominated in currencies other than the functional currency of the entities holding them, are subject to exchange rate movements. The analysis shows the sensitivity of these fair values to a hypothetical 10% change in foreign exchange rates as at 31 December 2001.
Fair value changes
Sensitivity to a
hypothetical
10% adverse movement in rates as at 31 December |
||||
million
2001 |
|
million
2000 |
||
|
|
|
|
|
Interest rate risk | 243 | 338 | ||
Foreign exchange rate risk | 28 | 1 | ||
|
|
|
|
|
Further details on derivatives, foreign exchange exposures and other related information on financial instruments are given in note 15 on page 68.
Supply risk and commodities
contracts
Unilevers
products are manufactured from a number of raw materials. While materials are
expected to be in adequate supply, any shortages or disruptions in supply would
have a material adverse effect on gross margin.
Some of our businesses, principally edible fats companies in Europe, may use forward contracts over a number of oils to hedge future requirements. We purchase forward contracts in bean, rape, sunflower, palm, coconut and palm kernel oils, almost always for physical delivery. We may also use futures contracts to hedge future price movements; however, the amounts are not material. The total value of open futures contracts at the end of 2001 was not material.
In addition, our plantations businesses may use forward contracts for physical delivery of palm oil and tea under strictly controlled policies and exposure limits. We had no material outstanding futures contracts at the end of 2001.
Distribution
Unilevers
products are generally sold through its sales force and through independent
brokers, agents and distributors to chain, wholesale, co-operative and
independent grocery accounts, foodservice distributors and institutions.
Products are distributed through distribution centres, satellite warehouses,
company-operated and public storage facilities, depots and other
facilities.
Unilever has undertaken several initiatives to work with its customers to accelerate the development of product categories, to optimise the flow of merchandise and the inventory levels of its customers. These include efficient consumer response (ECR) to achieve optimal stock management, automatic stock replenishments and just-in-time delivery using electronic data interchange (EDI) to co-ordinate stock levels in stores and at Unilevers warehouses. ECR is also a process used by Unilever and retailers to understand, and deliver against, consumer demand and expectations.
Impact of price
changes
Information
concerning the impact of price changes on tangible fixed assets and
depreciation is shown in note 10 on page 65.
Risk factors
Particular
risks and uncertainties that could cause actual results to vary from those
described in forward-looking statements within this Annual Report &
Accounts and Form 20-F 2001, or which could impact on our ability to meet our
published targets under the Path to Growth strategy which consists of
focusing resources on leading brands, closing manufacturing sites and
re-organising or divesting under-performing businesses include those
previously described on pages 31 and 32 and the following:
>
|
Delivering the benefits of
recent acquisitions:
In recent years Unilever has acquired a number of businesses around the world, including Bestfoods. Growth by acquisition carries the risk of delays in completing integration and realising the required synergies. |
>
|
Managing restructuring and
reorganisation programmes:
Unilever has announced wide-ranging business restructuring initiatives, and has recently undergone a reorganisation to create two Divisions encompassing all operations around the world. This high level of change absorbs considerable management time and can interrupt normal business operations. |
>
|
Innovation:
Our growth depends in large part on our ability to generate and implement a stream of consumer-relevant improvements to our products. The contribution of innovation is affected by the level of funding that can be made available, the technical capability of the research and development functions, and the success of operating management in rolling out quickly the resulting improvements. |
>
|
Cost reductions:
Unilever has a range of programmes to reduce its product costs and overhead expenses. In addition to the restructuring programme mentioned above, these include a Group-wide buying initiative, and a programme to create shared-service centres around the world. Realisation of the planned savings and efficiencies is important to provide funds for business growth. |
Unilever Annual Report & Accounts and Form 20-F 2001
Report of the Directors |
FINANCIAL REVIEW |
|
>
|
Economic conditions in
developing countries:
About a third of Unilevers sales come from the group of developing and emerging economies. These markets are also an important source of our growth. These economies are more volatile than those in the developed world, and there is a risk of downturns in effective consumer demand that would reduce the sales of our products. |
>
|
Borrowings:
The Group had borrowings totalling 25 500 million at the end of 2001. Any shortfalls in our cashflow commitments to service these borrowings could undermine our credit rating and overall investor confidence. Market, interest rate and foreign exchange risks to which the Group is exposed are described on page 31. |
>
|
Price volatility of raw
materials:
Unilevers raw materials cover a wide range of agricultural and mineral products that are subject to movements in cyclical commodity prices. There may be times when increases in these prices cannot be recovered fully in selling prices due to competitor actions or weakness in effective consumer demand. |
>
|
Reputation:
Unilever has a good corporate reputation and many of our businesses have a high profile in their region. Unilever products carrying our famous brand names are sold in over 100 countries. Should we fail to meet high product safety, social, environmental and ethical standards in all our operations and activities, Unilever's corporate reputation could be damaged, leading to the rejection of our products by consumers, devaluation of our brands and diversion of management time into rebuilding our reputation. Examples of initiatives to manage key social and environmental risks are mentioned on pages 8 and 9. |
>
|
Customer
relationships:
Sales to large customers are significant in some of our businesses. The loss of a small number of major customers could have an adverse effect on the Groups business and results of operations. |
In addition, as a multinational group, Unilevers businesses are exposed to varying degrees of risk and uncertainty related to other factors including competitive pricing, consumption levels, physical risks, legislative, fiscal, tax and regulatory developments, terrorism and economic, political and social conditions in the environments where we operate. All of these risks could materially affect the Groups business, our turnover, operating profit, net profit, net assets and liquidity. There may also be risks which are unknown to Unilever or which are currently believed to be immaterial.
Total Shareholder
Return
Total
Shareholder Return (TSR) is a concept used to compare the performance of
different companies stocks and shares over time. It combines share price
appreciation and dividends paid to show the total return to the shareholder.
The absolute level of the TSR will vary with stock markets, but the relative
position reflects the market perception of overall performance relative to a
reference group.
The Company calculates TSR over a three-year rolling period. This period is sensitive enough to reflect changes but long enough to smooth out short-term volatility. The return is expressed in US dollars, based on the equivalent US dollar share price for NV and PLC. US dollars were chosen to facilitate comparison with companies in Unilevers chosen reference group.
Unilevers TSR target is to be in the top third of a reference group of 21 international consumer goods companies.
At the end of 2000 we were positioned 13th and during 2001 we fell to 15th, outside our target position which remains the top third of our reference group.
Unilevers position relative to the reference group
The reference group, including Unilever, consists of 21 companies. Unilever's position is based on TSR over a three-year rolling period.
In 2001 the following companies formed the peer group of comparative companies:
Avon | Kao |
Beiersdorf | Lion |
Cadbury Schweppes | LOréal |
Clorox | Nestlé |
Coca-Cola | Pepsico |
Colgate | Philip Morris |
Danone | Procter & Gamble |
Eridania* | Reckitt Benckiser |
Gillette | Sara Lee |
Heinz | Shiseido |
*Eridania will be replaced by Orkla with effect from 1 January 2002.
Significant changes
Any
important developments and post-balance sheet events that have occurred since
31 December 2001 have been noted in this Annual Report & Accounts and Form
20-F 2001. Otherwise, there have been no significant changes since the year
end.
Unilever Annual Report & Accounts and Form 20-F 2001
CORPORATE GOVERNANCE |
|
Organisational
structure of Unilever
NV and PLC are
the two parent companies of the Unilever Group of companies. NV was
incorporated under the name Naamlooze Vennootschap Margarine Unie in the
Netherlands in 1927. PLC was incorporated under the name Lever Brothers Limited
in Great Britain in 1894.
Since 1930 when the Unilever Group was formed, NV and PLC together with their group companies have operated, as nearly as is practicable, as a single entity. They have the same directors, adopt the same accounting principles, and are linked by a series of agreements. The Equalisation Agreement, which regulates the mutual rights of the two sets of shareholders, is particularly important. It makes the position of the shareholders of both companies, as far as possible, the same as if they held shares in a single company.
NV and PLC are separate companies, with separate stock exchange listings and different shareholders. You cannot convert or exchange the shares of one for shares of the other and the relative share prices on the various markets can, and do, fl uctuate. This happens for a number of reasons, including changes in exchange rates. However, over time the prices of NV and PLC shares do stay in close relation to each other, in particular because of our equalisation arrangements.
NV and PLC are holding and service companies. Our businesses are carried out by our group companies around the world. The holding companies have agreed to co-operate in all areas, to exchange all relevant business information and to ensure all group companies act accordingly. In most cases, shares in the group companies are held ultimately by either NV or PLC. The main exception is that US companies are owned by both. These arrangements are designed to create a balance between the funds generated by the NV and PLC parts of the Group.
See page 97 for a listing of the Group s principal subsidiaries and also Control of Unilever on page 107.
Legal Structure of the Group
Directors
The Chairmen
and all of the directors are full-time executives and directors of both NV and
PLC and, as well as holding speci
fi
c management responsibilities,
they are responsible for the conduct of the business as a whole.
The Chairmen of NV and PLC are the principal executive of fi cers of Unilever.
Since 1 January 2001, our operations have been organised into two global divisions Foods and Home & Personal Care headed by division directors. Reporting to their respective division directors are the Foods and the Home & Personal Care Business Presidents, responsible for the pro fi tability of their regional and global businesses. For details of the division directors and Business Presidents, see pages 37 to 39.
The directors have set out a number of areas for which the Boards have direct responsibility for decision-making. They meet to consider the following corporate events and actions:
> | Agreement of quarterly results announcements |
> | Approval of the Annual Report and Accounts and Form 20-F |
> | Declaration of dividends |
> | Convening of shareholders meetings |
> | Approval of corporate strategy |
> | Authorisation of major transactions |
All other matters are delegated to committees whose actions are reported to and monitored by the Boards.
Board meetings are held in London and Rotterdam and chaired by the Chairmen of NV and PLC. The Chairmen are assisted by the Joint Secretaries, who ensure the Boards are supplied with all the information necessary for their deliberations. Information is normally supplied a week prior to each meeting.
Directors are elected by shareholders at the Annual General Meetings of NV and PLC, to hold of fi ce until the end of the next AGM. For details of the nomination procedure for directors, see Control of Unilever on page 107. All directors submit themselves for re-election each year and retire at the latest by the age of 62. They are executive of fi cers, and cease to hold executive of fi ce on ceasing to be directors. We appoint our other executive of fi cers, who are full-time, for an inde fi nite period. None of our directors or executive of fi cers is elected under any arrangement or understanding.
A procedure is in place to enable directors, if they so wish, to seek independent professional advice. On election, directors are briefed thoroughly on their responsibilities.
All of our directors have been with Unilever full-time for at least fi ve years, and in most cases for most of their business careers. For details see pages 37 to 39. There are no family relationships between any of our directors or executive of fi cers.
Advisory Directors
The
Advisory Directors are the principal external presence in the governance of
Unilever. The role of an Advisory Director involves giving advice to the Boards
in general, and to the Executive Committee in particular, on business, social
and economic issues. One of their key roles is to assure the Boards that our
corporate governance provisions are adequate and re
fl
ect, as far as possible, best
practice. They serve on certain key Board committees, the roles and membership
of which are described on page 35.
Unilever Annual Report & Accounts and Form 20-F 2001
Report of the Directors |
CORPORATE GOVERNANCE |
|
The appointment of Advisory Directors is provided for in the Articles of Association of both parent companies, although they are not formally members of the Boards. They are therefore not entitled to vote at meetings of the Boards and bear no legal responsibility for the Boards actions. Their terms of appointment, role and powers are enshrined in resolutions of the Boards. As well as Board committee meetings, they attend the quarterly directors meetings, other directors conferences, and other meetings with the Chairmen. In addition, the Advisory Directors may meet as a body, at their discretion, and appoint a senior member as their spokesman.
Our Advisory Directors are chosen for their broad experience, international outlook and independence. They are appointed by resolutions of the Boards, normally for an initial term of three to four years and thereafter for terms of three years. They are usually appointed for a maximum of three consecutive terms and retire at age 70.
Their remuneration is determined by the Boards. All appointments and re-appointments are based on the recommendations of the Nomination Committee.
In the context of Unilever s unique arrangements for corporate governance, all the Advisory Directors are considered to be independent of Unilever.
Board Committees
The
directors have established the following committees:
Executive Committee
The
Executive Committee comprises the Chairmen of NV and PLC and
fi
ve other members: the
two division directors for Foods and for Home & Personal Care; the
Corporate Development Director; the Financial Director; and the Personnel
Director. Members of the Executive Committee are appointed by all of the
directors for one year at a time. The Executive Committee is responsible for
agreeing priorities and allocating resources, setting overall corporate
targets, agreeing and monitoring divisional strategies and plans, identifying
and exploiting opportunities created by Unilever
s scale and scope, managing
external relations at the corporate level and developing future leaders. The
Executive Committee generally meets formally every three to four weeks and is
chaired, alternately, by the Chairmen of NV and PLC. The Committee is supplied
with information by the Executive Committee Secretariat.
Audit
Committee
The Audit
Committee comprises a minimum of three Advisory Directors and meets at least
three times a year. It is chaired by Hilmar Kopper, and its other members are
Oscar Fanjul, Claudio X Gonzalez and Onno Ruding. The Committee
s meetings are
attended by the Head of Corporate Audit and our external auditors, who have
direct access to its Chairman. It reviews the overall risk management and
control environment,
fi
nancial reporting arrangements
and standards of business conduct. The Head of Corporate Audit ensures that the
Committee is supplied with necessary information.
Corporate Risk
Committee
The Corporate
Risk Committee currently comprises the
Financial
Director, the Foods Director, the Home & Personal Care Director, the
Personnel Director, the General Counsel, the Head of Corporate Audit and the
Controller. It meets at least twice a year. The objective of the Committee is
to assist the Boards to carry out their responsibilities to ensure effective
systems of risk management and internal control. It reports to the Boards, the
Executive Committee and, as relevant, to the Audit Committee. The Committee is
supplied with information by the Controller.
External Affairs and Corporate
Relations Committee
The External
Affairs and Corporate Relations Committee currently comprises four Advisory
Directors and normally meets four times a year. It is chaired by Lady Chalker,
and its other members are Lord Brittan, Senator George Mitchell and Charles R
Shoemate. The Committee advises on external matters of relevance to the
business
including issues of corporate
social responsibility
and reviews our corporate
relations strategy. The Committee is supplied with necessary information by the
Corporate Development Director.
Nomination Committee
The
Nomination Committee comprises a minimum of three Advisory Directors and the
Chairmen of NV and PLC and meets at least once a year. It is chaired by Frits
Fentener van Vlissingen and its other members are Antony Burgmans, Bertrand
Collomb, Wim Dik, Niall FitzGerald and Lord Simon. It recommends to the Boards
candidates for the positions of Director, Advisory Director and Executive
Committee member. The Committee is supplied with information by the Joint
Secretaries.
Remuneration
Committee
The
Remuneration Committee currently comprises four Advisory Directors and meets at
least twice a year. It is chaired by Frits Fentener van Vlissingen, and its
other members are Bertrand Collomb, Wim Dik and Lord Simon. It reviews
executive remuneration and is responsible for the executive share-based
incentive plans. The Committee determines speci
fi
c remuneration packages for
each of the directors. The Committee is supplied with information by the Head
of the Private Administration Department.
Routine business
committees
Committees are
set up to conduct routine business as and when they are necessary. They
comprise any two of the directors and certain senior executives. They
administer certain matters previously agreed by the Boards or the Executive
Committee. The Joint Secretaries are responsible for the operation of these
committees.
All committees are formally set up by Board resolution with carefully de fi ned remits. They report regularly and are responsible to the Boards of NV and PLC.
Requirements in the Netherlands
and the UK
Unilever is
subject to corporate governance requirements in both the Netherlands and the
United Kingdom. A vital factor in the arrangements between NV and PLC is their
having the same directors. As the concept of the non-executive director, as
recognised in the United Kingdom, is not a feature of corporate governance in
the Netherlands, and the Supervisory Board, as recognised in
Unilever Annual Report & Accounts and Form 20-F 2001
CORPORATE GOVERNANCE |
|
the Netherlands, is unknown in the United Kingdom, it is not practicable to appoint supervisory or non-executive directors who could serve on both Boards. However, a strong independent element has long been provided by Unilever s Advisory Directors, who perform many of the functions of supervisory and non-executive directors. The Audit, External Affairs and Corporate Relations and Remuneration Committees consist exclusively of Advisory Directors and the majority of the members of the Nomination Committee are Advisory Directors. See pages 37 to 38 for details.
The Committee on Corporate Governance in the Netherlands issued its report Recommendations on Corporate Governance in the Netherlands in 1997. NV applies the Committee s recommendations for supervisory directors to its Advisory Directors in so far as these are in line with their speci fi c role within Unilever. NV complies with all other recommendations of the Committee, except that the Board of Directors takes the view that requests for an item to be placed on the agenda for a shareholders meeting must be supported by more than an insigni fi cant proportion of the shareholders and will therefore only accept requests from a shareholder or group of shareholders holding at least 1% of the voting rights attaching to the issued share capital of NV. Requests must be submitted, at the latest, 60 days prior to the date of the meeting.
PLC is required, as a company that is incorporated in the United Kingdom and listed on the London Stock Exchange, to state how it has applied the principles and how far it has complied with the provisions set out in Section 1 of the Combined Code ( the Code ) appended to the United Kingdom Listing Rules.
As already explained, the Boards control the Company through the Executive Committee. Responsibilities are shared by the Chairmen of NV and PLC, while the Advisory Directors perform many of the functions of the supervisory board members or non-executive directors, although they are not formally members of the Boards. For the purposes of the Code, the Boards have not appointed a senior independent director, on the basis that issues for the Boards can be raised with whichever Advisory Director is the Chairman of the relevant Board Committee and the Advisory Directors are entitled to meet as a body and appoint a senior member as their spokesman.
Unilever s remuneration policy is contained within the report by the Boards on the directors remuneration and interests on pages 40 to 48. This also deals with aspects of non-compliance with the Code in this area. Members of the Audit, Remuneration and Nomination Committees will be available to answer questions at the Annual General Meetings of both NV and PLC. The members attending each meeting will not necessarily include the Chairman of the Committee, since these meetings take place at about the same time in Rotterdam and London respectively.
A description of Unilever s compliance with Internal Control Guidance for Directors on the Combined Code is given on page 49.
Unilever
has, since its inception, adopted the principle that it is good practice that
the most senior roles in NV and PLC are shared and not concentrated in one
person. As a consequence it is a principal tenet of its governance philosophy,
which
fi
nds expression in two people
who each combine the roles of Chairman and Chief Executive and who meet
regularly for joint decision making. This carefully balanced arrangement has
served Unilever
s unique constitutional
arrangements very well for many years and the Boards believe that to separate
these roles would only introduce undesirable and unnecessary complexity. Since
the Advisory Directors are not formally members of the Boards, it would be
inappropriate for one of them to act as Chairman.
In all other respects, PLC has complied with the Code throughout 2001.
Auditors
Subject to the
annual appointment of auditors by the shareholders and in addition to our
ongoing process of monitoring the auditors
performance, we undertake a
formal review every three years. The next review is currently in progress. As
part of this review, we have decided to invite competitive tenders for the
audit contract. The directors
recommendation resulting from
this review will be put to the AGMs for approval in 2003.
Both the
Executive Committee and the auditors have for many years had safeguards to
avoid the possibility that the auditors
objectivity and independence
could be compromised. In particular, our procedures in respect of other
services provided by PricewaterhouseCoopers are:
>
|
Audit related services
This is
work that, in their position as the auditors, they must or are best placed to
undertake. It includes formalities relating to borrowings, shareholder and
other circulars, various other regulatory reports and work in respect of
acquisitions and disposals.
|
>
|
Tax consulting
In cases where they
are best suited, we use the auditors. All other signi
fi
cant tax consulting
work is put to tender.
|
>
|
General consulting
All
signi
fi
cant general consulting
projects are put out to tender. Prior to 2002, PricewaterhouseCoopers were only
permitted to tender when we, and they, were satis
fi
ed that the nature of the work
presented no potential threat to the independence of the audit team.
Additionally such projects were not awarded to PricewaterhouseCoopers without
the prior approval of the Executive Committee. From the beginning of 2002, in
recognition of increasing public concern over the effect of consulting services
on auditors
independence, our policy is
that the external auditors will not be invited to tender for any further
general consulting work.
|
These
safeguards have been approved by the Audit Committee and are regularly reviewed
and updated in the light of internal developments, such as the recent increased
need for consultancy services arising from the integration of Bestfoods and the
creation of the divisional structure, and external requirements and best
practice.
Unilever Annual Report &
Accounts and Form 20-F 2001
Report of the Directors |
CORPORATE GOVERNANCE |
|
The auditors report to the directors and the Audit Committee on the actions they take to comply with the professional and regulatory requirements and best practice designed to ensure their independence from Unilever, including, for example, the periodic rotation of key team members.
See note 2 on page 62 for the actual payments made to PricewaterhouseCoopers.
Shareholder
relations
We believe it
is important to both explain the business developments and
fi
nancial results to
shareholders and to understand the objectives of investors. Within the
Executive Committee, the Financial Director has lead responsibility for
investor relations, with the active involvement of the Chairmen. They are
supported by an Investor Relations Department which organises presentations for
analysts and institutional investors. Such presentations are generally made
available on our website. Brie
fi
ngs on quarterly results are
given via teleconference and are accessible by telephone or via our website.
For further information visit our website at
www.unilever.com
.
Both NV and PLC communicate with their respective shareholders through the Annual General Meetings. At the AGMs, each Chairman gives a full account of the progress of the business over the last year and a review of the current issues. A summary of their addresses is published on our website and released to stock exchanges and media. Copies are freely available on request.
Our Chairmen, both in communications about the Annual General Meetings and at the actual meetings, encourage shareholders to attend and to ask questions. Question and answer sessions form an important part of the meetings in both the Netherlands and the United Kingdom. We are committed to efforts to establish more effective ways of shareholder communication. We actively participate in the Shareholders Communication Channel which facilitates proxy voting in the Netherlands.
Electronic communication is becoming an important medium for shareholders, providing ready access to shareholder information and reports, and for voting purposes. Shareholders of PLC in the United Kingdom and PLC ADR holders in the US can now choose to receive electronic noti fi cation that the Annual Review, Annual Report & Accounts and Form 20-F and Notice of Annual General Meeting have been published on our website, instead of receiving printed copies, and can also electronically appoint a proxy to vote on their behalf at the Annual General Meeting. We shall be seeking to extend the use of electronic communication to other shareholders as this becomes possible.
Reporting to
shareholders
The
directors
responsibilities are set out
formally on page 49. The report to shareholders on directors
remuneration and
interests is set out on pages 40 to 48.
The responsibility of the auditors to report on these matters is set out on page 50.
Antony
Burgmans*
1
Chairman, Unilever N.V.
Aged 55. Chairman of
Unilever N.V. and Vice-Chairman of Unilever PLC since 4 May 1999. Joined
Unilever 1972. Appointed director
8
May 1991.
Previous posts include: Vice-Chairman of Unilever N.V.
1998. Business
Group President, Ice Cream & Frozen Foods Europe and Chairman of
Unilever Europe Committee 96/98. Responsible for South European Foods business
94/96. Personal Products Co-ordinator 91/94. Member, Supervisory Board of ABN
AMRO Bank N.V. and International Advisory Board of Allianz AG.
Niall
FitzGerald KBE*
1
Chairman, Unilever
PLC
Aged 56. Chairman of
Unilever PLC and Vice-Chairman of Unilever N.V. since 1 September 1996. Joined
Unilever 1967. Appointed director 20 May 1987. Previous posts include:
Vice-Chairman of Unilever PLC 1994. Detergents Co-ordinator 91/95. Member,
Foods Executive 89/91. Edible Fats & Dairy Co-ordinator 89/90. Financial
Director 87/89. Non-executive director of Merck & Co Inc. and
Telefonaktiebolaget LM Ericsson.
Clive Butler*
Corporate Development
Director
Aged 55. Corporate
Development Director since 1 January 2001. Joined Unilever 1970. Appointed
director 6 May 1992. Previous posts include: Category Director, Home &
Personal Care 1996. Personnel Director 93/96. Corporate Development Director
1992. Non-executive director of Lloyds TSB Group plc.
Patrick
Cescau*
9
Foods
Director
Aged 53. Foods Director
since 1 January 2001. Joined Unilever 1973. Appointed director 4 May 1999.
Previous posts include: Financial Director 1999. Controller and Deputy
Financial Director 98/99. President, Lipton USA 97/98. President, Van den Bergh
Foods USA 95/97. Chairman, Indonesia 91/95.
Keki Dadiseth*
9
Home
& Personal Care Director
Aged 56. Home &
Personal Care Director since 1 January 2001. Joined Unilever 1973. Appointed
director 3 May 2000. Previous posts include: Hindustan Lever Chairman 1996,
Vice-Chairman and Managing Director 1995. Non-executive director of The Indian
Hotels Company.
André baron van
Heemstra*
9
Personnel
Director
Aged 56. Personnel
Director since 3 May 2000. Joined Unilever 1970. Appointed director 3 May 2000.
Previous posts include: Business Group President, East Asia Pacific 1996.
Chairman, Langnese-Iglo 1992.
Rudy Markham*
9
Financial
Director
Aged 55. Financial
Director since 4 August 2000. Joined Unilever 1968. Appointed director 6 May
1998. Previous posts include: Strategy & Technology Director 1998. Business
Group President, North East Asia 96/98. Chairman, Nippon Lever Japan 92/96.
Group Treasurer 86/89. Non-executive director of Standard Chartered
PLC.
Charles Strauss
President, Home & Personal
Care North America and Global Prestige Business. Chairman, North America
Committee
Aged 59. Joined Unilever
1986 upon Unilevers acquisition of Ragú Foods. Appointed director
3 May 2000. Previous posts include: Business Group President, Latin America
96/99. President, Lever Brothers USA 93/96. Chairman, Langnese-Iglo 89/92.
Director, Hartford Financial Services Group, Inc.
* Member Executive Committee of the Boards
Unilever Annual Report & Accounts and Form 20-F 2001
CORPORATE GOVERNANCE |
|
Advisory Directors
The Rt
Hon The Lord Brittan of Spennithorne QC,DL
2
Aged 62.
Appointed 2000. Vice-Chairman of UBS Warburg. Member of the European Commission
and Vice-President 89/99. Member of the UK Government 79/86. Home Secretary
83/85 and Secretary of State for Trade and Industry 85/86.
Baroness Chalker of
Wallasey
3
Aged 59.
Appointed 1998. Director of Freeplay Energy Ltd, Landell Mills Ltd, Group 5
(Pty) Ltd and Ashanti Gold
fi
elds Company Ltd. UK Minister
of State at the Foreign and Commonwealth Of
fi
ce 86/97. Created Life Peer in
1992. Member of Parliament for Wallasey 74/92.
Bertrand
Collomb
1,4
Aged 59.
Appointed 1994. Chairman and CEO of Lafarge S.A. Director of Cr
é
dit Commercial de
France, TotalFinaElf and Atco. Member, Supervisory Board of Allianz AG and
Advisory Board of Banque de France.
Professor Wim
Dik
1,4
Aged 63.
Appointed 2001. Professor at Delft University of Technology. Chairman,
Supervisory Boards of Van Gansewinkel Groep and Holland Casino. Member,
Supervisory Board of ABN AMRO Bank N.V., TNT Post Groep and Tele Atlas N.V.
Non-executive director of Commercial General and Norwich Union and CMG plc.
Chairman and CEO of Royal PTT Netherland (KPN) 88/98 and Koninklijke KPN N.V.
(Royal Dutch Telecom) 98/00. Minister for Foreign Trade, Netherlands
81/82.
Oscar
Fanjul
7
Aged 52.
Appointed 1996. Honorary Chairman of Repsol-YPF S.A. Director of Marsh &
McLennan Companies, the London Stock Exchange, ACERINOX S.A., Banco Bilbao
Vizcaya Argentaria and T
é
cnicas Reunidas S.A. Member,
International Advisory Boards of Marsh & McLennan and The Chubb
Corporation. Chairman and CEO Repsol 86/96. Chairman of
Hidroelé
ctrica del Cant
á
brico S.A. 99/01.
Secretary General and Under Secretary, Spanish Ministry of Industry and Energy
83/85.
Frits
Fentener van Vlissingen
5,6
Aged 68.
Appointed 1990. Retiring 2003. Managing Director of Flint Holding N.V.
Chairman, Supervisory Board of Draka Holdings N.V. Deputy Chairman, Supervisory
Boards of Akzo Nobel N.V. and SHV Holdings. Member, Supervisory Board of CSM
N.V.
Claudio X
Gonzalez
7
Aged 67.
Appointed 1998. Chairman and CEO of Kimberly-Clark de Mexico S.A. Director of
Kellogg Company, General Electric Company (USA), Grupo Carso S.A., Grupo Alfa,
Grupo Televisa, Fondo Mexico, Home Depot, America Movil, and Investment Company
of America. Member, Advisory Council of JPMorgan Chase. Special Advisor to the
President of Mexico 88/94.
Hilmar
Kopper
8
Aged 66.
Appointed 1998. Chairman, Supervisory Boards of Deutsche Bank A.G. (formerly
CEO) and DaimlerChrysler A.G. Non-executive director of Xerox Corp. and member,
Supervisory Boards of Akzo Nobel N.V., Bayer AG and Solvay S.A.
Senator George J
Mitchell
2
Aged 68.
Appointed 1998. Chairman of the law
fi
rm Verner, Liipfert, Bernhard,
McPherson and Hand. Director of Walt Disney Company, Federal Express Corp.,
UNUM Insurance Corp., Xerox Corp. and Staples Inc. Member, International
Advisory Boards of Fuji Bank and Thames Water Plc. Member of the US Senate
80/95 and Senate Majority Leader 88/95. Chairman of the Northern Ireland Peace
Initiative 95/99.
Onno
Ruding
7
Aged 62.
Appointed 1990. Retiring 2002. Vice-Chairman and Director of Citibank N.A.
Director of Corning Inc., Pechiney S.A., and RTL Group. Member, Advisory Board
of Robeco Groep. Netherlands Minister of Finance 82/89.
Charles R
Shoemate
2
Aged 62.
Appointed 2001. Director of CIGNA Corporation, International Paper Company and
Chevron Texaco Corporation. Chairman & Chief Executive Of
fi
cer of Bestfoods
90/00 and President 88/90.
The
Lord Simon of Highbury CBE
1,4
Aged 62.
Appointed 2000. Member, Advisory Board of LEK Consulting and International
Advisory Council of Fortis. Non-executive director of Suez Group. Senior
Adviser and member, European Advisory Board of Morgan Stanley Dean Witter. UK
Government Minister 97/99. Group Chief Executive of BP 92/95 and Chairman
95/97.
1
Member Nomination
Committee
2
Member External Affairs and
Corporate Relations Committee
3
Chairman External Affairs and
Corporate Relations Committee
4
Member Remuneration
Committee
5
Chairman Nomination
Committee
6
Chairman Remuneration
Committee
7
Member Audit Committee
8
Chairman Audit
Committee
9
Member Corporate Risk
Committee
Business Presidents Foods
Regions
Manfred Stach, Europe. Chairman, Europe Committee Aged 59. Joined Unilever 1970. Appointed Business President 1998. Previous position: Business Group President Africa.
Kees van der Graaf, Ice Cream and Frozen Foods Europe Aged 51. Joined Unilever 1976. Appointed Business President 2001. Previous position: Chief Executive Officer, Unilever Bestfoods Europe.
Neil Beckerman, North America Aged 46. Joined Unilever 2000 upon Unilever s acquisition of Bestfoods. Appointed Business President 2001. Previous position: Vice-President, Bestfoods and President, Bestfoods Grocery.
Rachid M Rachid, North Africa, Middle East and Turkey Aged 47. Joined Unilever 1987. Appointed Business President 2001. Previous position: Executive Vice-President, Africa, Middle East and Turkey Business Group. Also provides representation of the region on the HPC Executive.
Tex Gunning, Asia Aged 51. Joined Unilever 1982. Appointed Business President 2000. Previous position: Business Group President East Asia Paci fi c.
John Rice, Latin America & Slim Fast Worldwide Aged 50. Joined Unilever 1981. Appointed Business President 2001. Previous position: President & Chief Executive Of fi cer, Lipton USA.
Global Businesses
Diego Bevilacqua, Foodservice Aged 48. Joined Unilever 2000 upon Unilever s acquisition of Bestfoods. Appointed Business President 2001. Previous position: Vice-President Bestfoods and President Bestfoods, Asia.
Robert Polet, Ice Cream & Frozen Foods Aged 46. Joined Unilever 1978. Appointed Business President 1998. Previous position: Business Group President Ice Cream & Frozen Foods Europe.
Unilever Annual Report & Accounts and Form 20-F 2001
Report of the Directors |
CORPORATE GOVERNANCE |
|
Function
Jean Martin, Bestfoods integration Aged 57. Joined Unilever 1968. Appointed Business President 1996. Previous position: Business Group President Central and Eastern Europe.
Anthony Simon, Marketing Aged 56. Joined Unilever 2000 upon Unilever s acquisition of Bestfoods. Appointed Business President 2001. Previous position: Vice-President Strategies and Core Businesses Bestfoods.
Business Presidents Home & Personal Care
Regions
Ralph Kugler, Europe Aged 46. Joined Unilever 1979. Appointed Business President 1999. Previous position: Business Group President Latin America.
Charles Strauss, North America Unilever Director see page 37.
Anton Lenstra, Africa Aged 53. Joined Unilever 1989. Appointed Business President 2000. Previous position: Vice-President Home & Personal Care Europe. Also provides representation of the region on the Foods Executive.
Jeff Fraser, Asia Aged 58. Joined Unilever 1967. Appointed Business President 1996. Previous position: Business Group President Central Asia & Middle East.
Harish Manwani, Latin America Aged 48. Joined Unilever 1976. Appointed Business President 2001. Previous position: Senior Vice-President, Home & Personal Care Category Group.
Global Businesses
Ç etin Y ü ceulug, DiverseyLever (until completion of sale to Johnson Wax Professional by mid 2002) Aged 56. Joined Unilever 1973. Appointed Business President 1996. Previous position: CEO, Lever Industrial International. Retiring July 2002.
Function
Simon Clift, Marketing Aged 44. Joined Unilever 1982. Appointed Business President 2001. Previous position: Chairman Personal Care Category Group, Latin America.
Corporate Of fi cers
Jan van der Bijl, Joint Secretary and Head of Group Taxation Aged 52. Appointed 1 July 2001. Years of service on 31 December 2001: 14 years.
Stephen Williams, 9 Joint Secretary and General Counsel Aged 54. Appointed 1 December 1986. Years of service on 31 December 2001: 15 years.
Jeffrey Allgrove, 9 Controller Aged 49. Appointed 4 May 1999. Years of service on 31 December 2001: 24 years.
Jan Haars, Treasurer Aged 50. Appointed 1 August 1997. Years of service on 31 December 2001: 4 years.
James Duckworth, 9 Chief Auditor Aged 57. Appointed 1 March 1999. Years of service on 31 December 2001: 33 years.
Board changes
Roy Brown and
Alexander Kemner retired as directors at the Annual General Meetings on 9 May
2001. All other directors held of
fi
ce throughout the year.
In accordance with the Articles of Association of NV and PLC, all existing directors will retire from of fi ce at the Annual General Meetings on 8 May 2002 and will offer themselves for re-election.
Details of directors service contracts are given on page 42.
Advisory
Directors
changes
Onno Ruding
will retire as an Advisory Director with effect from the Annual General
Meetings in 2002. The directors wish to record their appreciation of his
substantial contribution to Unilever during the past 12 years.
Charles R Shoemate was appointed as an Advisory Director with effect from 1 February 2001 until the Annual General Meetings in 2004. Professor Wim Dik was appointed as an Advisory Director with effect from 9 May 2001 until the Annual General Meetings in 2004.
The Boards have resolved to re-appoint Frits Fentener van Vlissingen as an Advisory Director until the Annual General Meetings in 2003, when he will retire. The Boards have also resolved to re-appoint Oscar Fanjul and Senator Mitchell as Advisory Directors until the Annual General Meetings in 2005 and 2004 respectively.
Unilever Annual Report & Accounts and Form 20-F 2001
REMUNERATION REPORT |
>
40
|
Report to
shareholders
This report
sets out the policy and disclosures on directors remuneration. In drawing
up the report the Boards have taken into account the recommendations of the
Committee on Corporate Governance in The Netherlands (Peters Committee). They
have also given full consideration to the Combined Code (the Code)
appended to the United Kingdom Listing Rules.
The Remuneration Committee is responsible for making recommendations to the Boards on remuneration policy for directors. The Committee consists of Advisory Directors who are chosen for their broad experience, international outlook and independence. In 2001 the Committee comprised F H Fentener van Vlissingen (Chairman), B Collomb, Lord Simon of Highbury and, since May 2001, Professor W Dik. On behalf of the Boards the Committee sets specific remuneration packages for directors, including pension rights, bonus and long-term incentive awards, grants of share options and any compensation payments.
Remuneration of Directors and
Executive Officers
The total
amount of remuneration (including share option gains) received by all directors
and executive officers (being the Directors and Corporate Officers listed on
pages 37 to 39) for services in all capacities during 2001 was
25 518 358 (£15
872 163).
The aggregate amount set aside by the Unilever Group during 2001 to provide pension, retirement or similar benefits for directors and executive officers was 3 123 084 (£1 942 216).
Directors remuneration
policy
The objective
of our remuneration policy for directors is to motivate and retain top class
business people able to direct and lead a large global company, and to base
their reward on performance.
The Remuneration Committee believes that the level of remuneration of Dutch or British directors should be in line with that of executive directors of major international industrial companies based in Continental Europe or the United Kingdom respectively who have similar responsibilities to a Unilever director, whilst recognising Unilevers size and special features. The remuneration of the Chairmen and the members of the Board takes into account their special responsibilities and the differentials between them are comparable with those in other major international industrial companies. It is our policy that directors who are based outside their home country are to be no worse off than they would be if they were based in their home country in a comparable job. They are paid at the level of remuneration appropriate to the country where they are based, if this is higher than the level in their home country.
Levels of remuneration are reviewed annually by the Remuneration Committee in the light of external expert advice which assesses competitive levels of remuneration in relevant comparable companies. They are also compared with the levels of remuneration of other Unilever employees.
The Remuneration Committees policy is to seek to link reward closely to performance by using merit pay increases and bonuses based on both corporate and personal performance.
NV and PLC and their group companies constitute a single Group. Directors serve both companies as executives and therefore receive emoluments from both. Wherever we refer to emoluments, these include payments from both NV and PLC. The remuneration for the US based director is paid wholly in the US where he is resident. All emoluments and fees earned by directors from outside directorships and similar sources must be paid to and are retained by Unilever.
The emoluments of the directors are made up of the following components:
(i) Salary:
Salaries are set by the Remuneration Committee. They are usually fixed in the currency appropriate to where the director is based: the Netherlands, United Kingdom or United States.
(ii) Allowances and value of benefits in kind:
In accordance with rules which apply to all qualifying employees, directors receive allowances to help them meet expenses incurred as a result of their employment. An example would be relocation and resulting disturbance and education expenses. The London based directors receive an allowance to compensate for the fact that part of their remuneration is paid in the Netherlands. Benefits in kind include items such as company cars and medical insurance.
(iii) Annual performance bonus:
Annual bonuses are set by the Remuneration Committee and range between 0% and 100% of salary. Bonuses are based on achievement of a target or target range which are set at the beginning of each year and which involve two measures of performance:
(a) corporate
targets; and
(b) individual
targets.
The corporate targets are based on a combination of the increase in earnings per share and turnover. The individual targets are based on previously agreed key objectives which are set at the beginning of each year.
Unilever Annual Report & Accounts and Form 20-F 2001
Report of the Directors |
REMUNERATION REPORT |
>
41
|
For 2001 the earnings per share results were towards the upper end of the target range and the turnover target range was exceeded.
One quarter of the annual bonuses for directors is paid in the form of shares in NV and PLC and the directors are then awarded matching shares (see below).
(iv) Long-term incentive arrangements:
There are three parts to the long-term incentive arrangements:
(a) Matching Shares:
As explained above, one quarter of the annual bonus is paid in the form of NV and PLC shares. The company then awards an equivalent number of matching shares. These matching shares vest three years after grant provided certain conditions are met, including the requirement that the original bonus shares have been retained for the three-year period.
(b) Share Options:
Directors are generally entitled to share options on the same basis as other employees. They participate in the UK Employee Sharesave Plan and the Netherlands Employee Option Plan, which are All-Employee plans. In addition they participate in the Executive Option Plans, as described in note 28 on pages 79 to 87.
The Remuneration Committee has established benchmark grant levels, described as the normal allocation, to assist each year in deciding on actual grant levels under the Executive Option Plans. The Committee has reviewed these normal allocations and has concluded that they are still in line with those awarded by companies in our peer group. Individual and Group performance criteria are set annually by the Remuneration Committee, and these criteria must be satisfied before an individual can be granted an option. The Remuneration Committee agrees the level of grants.
The Group performance criterion for 2001 was that our earnings per share before exceptional items and amortisation of goodwill and intangibles over the three financial years preceding the date of grant should have cumulatively risen by at least 6% more than the rate of inflation. If it had not, no grants would have been made.
Once the Group criterion had been met, each directors option grant is determined by the percentage increase, above the rate of inflation, of the Groups earnings per share BEIA over the financial year preceding the date of grant. The Remuneration Committee decided that for 2001 the targets and levels of grant would be:
EPS BEIA growth achieved in
2000
|
Par level of grant
as
percentage of normal
allocation
|
|||
|
|
|
|
|
Inflation + less than 4% | 0% | |||
Inflation + 4% | 50% | |||
Inflation + 5% | 75% | |||
Inflation + 6% | 100% | |||
Inflation + 7% | 125% | |||
Inflation + 8% or more | 150% | |||
|
|
|
|
|
The EPS BEIA growth for 2000 was inflation + 8% which produced a 150% level of grant for 2001.
The normal allocations in 2001 to which the percentages above would be applied were:
NV shares | PLC shares | ||
|
|
|
|
Chairmen |
12 000
|
80 000 | |
European based directors |
7 500
|
50 000 | |
North American based director |
12 000
|
80 000 | |
|
|
|
|
As a further incentive participants may be granted premium options. These are options granted to reward commitment and good performance over a five-year period. The first premium options may be granted in 2002 and relate to grants of options made in 1997. To qualify for the grant of a premium option: |
|
>
|
the Group must have performed
well over the preceding five years;
|
>
|
the individual must not have
realised free cash from the exercise of options granted five years previously;
and
|
>
|
the individual must have received on average at least 100% of the Par allocation over the preceding five years. |
Premium options will be granted equivalent to 20% of the number of shares originally granted to the individual under the scheme in the relevant year. One of the proposals for change in 2001 was that no further premium options would be granted in respect of future grants of options, and therefore this incentive is now withdrawn.
Under the Executive Option Plans we have the right to substitute the cash value for shares on the exercise of any individuals options. We do not generally intend to exercise this right unless an individual would be disadvantaged if we did not.
Unilever Annual Report & Accounts and Form 20-F 2001
REMUNERATION REPORT |
> 42
|
(c)
TSR Long-Term
Incentive Plan:
The TSR
Long-Term Incentive Plan (LTIP) was introduced in 2001. Under this plan
directors and certain senior employees are granted conditional rights to shares
in NV and PLC. The level of the annual grants is made under the guidance of the
Remuneration Committee. In 2001 the following conditional awards were made to
each director:
>
|
Chairmen: Shares in NV and PLC
to the combined value of
800 000
|
>
|
European based directors:
Shares in NV and PLC to the combined value of
500 000
|
>
|
North American based director:
Shares in NV and PLC to the combined value of
400 000.
|
Depending on the performance
of Unilevers Total Shareholder Return (TSR) over a three-year
period in comparison with that of its defined peer group (as described on page
33), the awards vest following the end of the three-year performance cycle, in
accordance with the following table:
Ranking within TSR
Group
|
Percentage of
award which vests
|
|
|
|
|
Numbers 12 21 |
Nil
|
|
Numbers 10 11 | 25% | |
Numbers 8 9 | 50% | |
Numbers 5 7 | 100% | |
Numbers 3 4 | 150% | |
Numbers 1 2 | 200% | |
|
|
|
The first conditional rights were awarded in May 2001 and, depending on the outcome of the performance tests for the three year performance cycle 2001, 2002 and 2003, will vest in May 2004.
Directors shareholding
requirements
It is a requirement of the
long-term incentive arrangements that over a period of five years each director
must build up a personal shareholding in NV and PLC equivalent in value to one
and a half times their salary.
Directors service
contracts
NV and PLCs Articles of
Association require that all directors retire from office at every Annual
General Meeting. Directors contracts of service with the Unilever Group
are generally terminated no later than the end of the month when the Annual
General Meeting closest to their 62nd birthday is held.
During 2001, as part of the introduction of the changes to the remuneration policy, the service contracts for each director were amended so that the employer is now required to give 12 months notice of termination of the contract, instead of 24 months as previously applied. No compensation was paid to any director in respect of the reduction in this notice period.
The compensation payable to a director upon the termination of his service contract will be calculated in accordance with the law applicable. The directors have service contracts with both NV and PLC. The Remuneration Committees aim is always to deal fairly with cases of termination whilst taking a robust line in minimising any compensation. The Remuneration Committee has given due consideration to the recommendations contained in the Code regarding the inclusion of explicit provisions in directors service contracts for compensation commitments in the event of early termination. The Committee will continue to keep its current practice, which is not to include such provisions, under review.
In 2001 two directors served for only part of the year. In 2000 five directors served for only part of the year.
Directors pensions:
policy
The aim of the Remuneration
Committee is that pension and other related benefits should be in line with
good practice by major companies in Continental Europe and the United Kingdom,
bearing in mind the need to make conditions for the various nationalities of
directors reasonably comparable.
All directors are members of the normal Unilever pension schemes. Because directors are paid by both NV and PLC, they participate in both the NV and PLC normal pension schemes, with the exception of a US based director who participates in the normal US schemes. The NV scheme has been on a contribution holiday since 1990. The PLC scheme has been on a contribution holiday since January 1997. The US schemes, with the exception of the 401(k) scheme, are non-contributory.
All directors are also members of their respective early retirement schemes, which provide overall pension coverage including benefits under other Unilever schemes. The current arrangements are that directors belong to either the NV or PLC scheme, depending on their contractual arrangements. NV finances the NV scheme and PLC finances the PLC scheme. Also, under the current arrangements, in order to equalise benefits among the directors, those directors appointed before 31 December 1998 who are members of the NV scheme, and retire at or after normal retirement date, receive an additional lump sum equal to one years final pensionable pay. This is not provided to directors who are members of the NV scheme and were appointed after 1 January 1999. The benefits received by directors under these early retirement schemes are, in most other respects, the same as those generally provided for senior management.
Unilever Annual Report & Accounts and Form 20-F 2001
Report of the Directors |
REMUNERATION REPORT |
>
43
|
Under both the normal and early retirement schemes, final pensionable pay takes into account the bonuses paid in the last three years, subject to a maximum of 20% of base pay. It is our policy that a significant part of directors emoluments are performance related, but the Remuneration Committee believes that this should not affect the directors reasonable expectations of a pension in line with that provided by major companies in Continental Europe and the United Kingdom. The Committee reconsidered this topic during 2001 in the light of the recommendations of the Code and decided that these arrangements should be kept in place. It will, however, continue to keep under review the development of best practice of other major global companies in respect of the pensionability of bonuses.
Directors pensions:
further information
This information is
supplemental to the table on page 44.
It is expected that the directors pensions will be regularly increased in payment and in deferment in line with the increase in the consumer price index in the country relating to the currency in which the benefits are defined. These pension increases are awarded at the discretion of NV or PLC, as appropriate, although the schemes in the United Kingdom guarantee increases in line with retail price inflation, up to a maximum of 5% per annum.
For directors in the NV early retirement scheme who are aged 55 or more, the immediate early retirement pension entitlement is shown in the accompanying table.
For directors in the PLC early retirement scheme, early retirement is possible from age 50 (or age 55 for PLC directors appointed after 1 January 1999), in which case the total accrued pension is reduced by 5% per annum for each year of early retirement prior to age 60.
Dependants and childrens pensions are payable under the normal and early retirement schemes in each country.
Changes to the rules of the normal NV scheme effective 31 December 2001 allow members to choose the level of the spouse pension attached to their benefit, subject to an adjustment to their own pension. For the purposes of these disclosures, it has been assumed that all directors will opt for a spouse pension of 70%. Under the normal PLC scheme the spouses pension is 50% of the members pension.
Under the NV early retirement scheme, the spouses pension is 70% of the members pension for directors appointed before 31 December 1998 and 66.7% for directors appointed after 1 January 1999. Under the PLC early retirement scheme, the spouses pension is 66.7% of the members retirement pension.
For directors in the NV early retirement scheme aged over 55 and who are members of the Dutch social security system, the amount will be reduced at age 65 by an allowance corresponding to the State benefits payable. The pension may also be subject to minor adjustments to equalise social security benefits.
Members may pay additional voluntary contributions. Neither the contributions (including member contributions into a US 401(k) plan where appropriate) nor the resulting benefits are included in the table of pension entitlements.
Unilever Annual Report & Accounts and Form 20-F 2001
REMUNERATION REPORT |
>
44
|
Directors
pensions
The pension
entitlements of directors are shown separately for those in the NV and PLC
early retirement schemes.
yrs
|
Age, at
31 December 2001
mths
|
yrs
|
Normal
Retirement Age
mths
|
(2)
mths |
Contributions
paid by
director
during
2001
|
Increase
in accrued
pension
during
2001
|
(3) (4) (5)
|
Total
accrued
pension at
31 December
2001
|
(4)(5) | |||||
NV scheme (1) |
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A Burgmans (6) |
54
|
11
|
60
|
0
|
0
|
83 495
|
519 161
|
|||||||
A Kemner (7) |
62
|
3
|
60
|
0
|
0
|
19 950
|
531 422
|
|||||||
A R van Heemstra (8) (9) |
55
|
11
|
60
|
0
|
0
|
149 497
|
338 714
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
$ | $ | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
C B Strauss (8) (10) |
58
|
11
|
60
|
0
|
0
|
129 922
|
730 149
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PLC scheme |
£
|
£ | £ | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
N W A FitzGerald |
56
|
4
|
60
|
9
|
0
|
36 209
|
607 099
|
|||||||
R D Brown (11) |
55
|
1
|
60
|
0
|
0
|
144 840
|
320 120
|
|||||||
A C Butler |
55
|
6
|
60
|
0
|
0
|
25 621
|
330 137
|
|||||||
P J Cescau (8) (12) (13) |
53
|
3
|
60
|
0
|
0
|
85 983
|
340 751
|
|||||||
K B Dadiseth (8) |
56
|
0
|
60
|
0
|
0
|
160 469
|
352 125
|
|||||||
R H P Markham |
55
|
10
|
60
|
0
|
0
|
43 384
|
338 919
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The NV early retirement scheme operates on the basis of a justifiable expectation and does not provide a vested deferred entitlement. |
|
Directors leaving before age 55 are not entitled to any benefit, while those terminating service at age 55 or older can expect to |
|
receive an immediate pension under the expectations of the scheme. All directors participating in the NV scheme are members of the |
|
Dutch social security system except for Mr C B Strauss. |
(2)
|
Normal Retirement Age is that established for the purposes of the respective early retirement scheme for the director, and generally |
|
does not coincide with the termination date of his employment under the terms of his service contracts (see Directors service |
|
contracts on page 42). The method of calculating this age was changed subsequent to the appointment of Mr N W A FitzGerald as a |
|
director. |
(3)
|
The increase in accrued pension during the year excludes any increase for inflation over the year, and is shown on a consistent basis |
|
with the accrued pension at the end of the year. For directors retiring during the year, the accrued pension and its increase are based |
|
on the position when the director retired. For directors appointed during the year, the increase is based on the difference between the |
|
accrued pension at the end of the year and the accrued pension immediately prior to the appointment. |
(4)
|
For directors in the NV early retirement scheme aged 55 and over, the accrued pension is the immediate annual pension payable |
|
under all Unilever schemes. For the NV directors under age 55, no pension is included in respect of the NV early retirement scheme |
|
and the accrued pension is that payable in total, under the normal Unilever schemes, ignoring any future inflationary increases. The |
|
accrued pension under the normal PLC scheme is payable from age 65, while the accrued pension under the normal NV scheme is |
|
shown payable from age 62, which is the age at which the most valuable retirement terms are provided, and includes temporary |
|
pensions converted to lifetime equivalent pensions. For NV directors appointed before 31 December 1998, the additional lump sum of |
|
one years final pensionable pay, payable on normal retirement, is excluded from these pensionable amounts. Amounts paid are |
|
disclosed separately in the year of retirement. |
(5)
|
For the PLC scheme, the accrued pension shown is that which would be paid annually from Normal Retirement Age, based |
|
on service to 31 December 2001, and includes benefits from all Unilever schemes. It does not include allowance for any future |
|
inflationary increases. |
(6)
|
89% of the total accrued pension at 31 December 2001 and 92% of the increase in accrued pension correspond to the normal |
|
NV scheme. |
(7)
|
Retired during the year. In addition to the benefit shown, a lump sum of 864 000 was paid on retirement. |
(8)
|
Elected after 1 January 1999. The accrued pension includes benefits (actuarially converted for consistency) under all Unilever schemes |
|
and those earned, prior to appointment, under social security schemes. |
(9)
|
Since Mr A R van Heemstra reached age 55 during the year, the increase in his accrued pension during 2001 was calculated using the |
|
end 2000 accrued pension, converted actuarially to be consistent with the end 2001 accrued pension. |
(10)
|
Benefits based on a US dollar denominated salary. Benefits will be increased in payment at the same time as pensions under the |
|
normal NV pension scheme. The increase will be based on a US denominated index derived using the same principles as those applied |
|
for normal pension increases under the normal NV pension scheme. |
(11)
|
Retired during the year. As Mr R D Brown retired at an age below 60, the increase in his accrued pension during 2001 was calculated |
|
using the end 2000 accrued pension expressed as a normal reduced early retirement pension. |
(12)
|
Benefits payable under the PLC scheme will be converted into euros at the exchange rate prevailing at date of appointment. |
(13)
|
Remained in PLC scheme on a transitional basis throughout 2001 but pension arrangements are in the process of being transferred |
|
to NV scheme as a result of a change in base country. |
Unilever Annual Report & Accounts and Form 20-F 2001
Report of the Directors |
REMUNERATION REPORT |
>
45
|
Directors interests:
share capital
The interest in
the share capitals of NV and PLC and their group companies of those who were
directors at the beginning and end of 2001 and of their families were as shown
in the tables below:
Shares
held at 1 January |
Matching
shares at 1 January |
(c)
|
Total
shares at 1 January |
Shares
held at 31 December |
Matching
shares at 31 December |
(c)
|
Total
shares at 31 December |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
NV ( 0.51 ordinary shares) | ||||||||||||
A Burgmans | 12 772 | 1 194 | 13 966 | 44 765 |
1 867
|
46 632 | ||||||
N W A FitzGerald | 5 745 | 2 174 | 7 919 | 6 766 |
3 195
|
9 961 | ||||||
A C Butler | 793 | 794 | 1 587 | 2 351 |
1 288
|
3 639 | ||||||
P J Cescau | 421 | 421 | 842 | 942 |
942
|
1 884 | ||||||
K B Dadiseth | | | | 434 |
434
|
868 | ||||||
A R van Heemstra | 588 | 588 | 1 176 | 1 000 |
1 000
|
2 000 | ||||||
R H P Markham | 25 911 | 727 | 26 638 | 32 106 |
1 274
|
33 380 | ||||||
C B Strauss | 2 302 | 1 069 | 3 371 | 3 859 |
2 245
|
6 104 | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
NV ( 0.05 preference shares) | ||||||||||||
A Burgmans | 7 750 | 7 750 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
PLC (1.4p ordinary shares) | ||||||||||||
N W A FitzGerald | 41 411 | 16 754 | 58 165 | 48 965 |
24 191
|
73 156 | ||||||
156 | 815 034 (a) |
|
156 815 034 (a) | |||||||||
A Burgmans | 19 744 | 9 177 | 28 921 | 24 643 |
14 076
|
38 719 | ||||||
A C Butler | 28 507 | 6 340 | 34 847 | 32 110 |
9 943
|
42 053 | ||||||
P J Cescau | 3 327 | 3 327 | 6 654 | 7 129 |
7 129
|
14 258 | ||||||
K B Dadiseth | | | | 5 360 |
3 172
|
8 532 | ||||||
A R van Heemstra | 4 417 | 4 417 | 8 834 | 7 429 |
7 429
|
14 858 | ||||||
R H P Markham | 44 326 | 5 810 | 50 136 | 48 319 |
9 803
|
58 122 | ||||||
C B Strauss | 7 916 | 7 916 | 15 832 (b) | 16 475 |
16 475
|
32 950 (b) | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Hindustan Lever Limited (ordinary shares) | ||||||||||||
K B Dadiseth | 107 490 | 107 490 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Margarine Union (1930) Limited (shares) | ||||||||||||
N W A FitzGerald | 600 (a) | 400 (a) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
Held jointly as a trustee of
the Leverhulme Trust and the Leverhulme Trade Charities Trust with no
beneficial interest. The holding of
156 815 034 PLC ordinary
shares represents 5.39% of the ordinary issued share capital of
PLC.
|
(b) |
Partially held as American
Depositary Receipts (ADRs).
|
(c) |
Matching shares were
conditionally awarded as part of the annual performance bonus
plan.
|
|
|
The dire ctors, in common with other employees of PLC and its United Kingdom subsidiaries, had beneficial interests in 40 194 092 PLC ordinary shares at 1 January 2001 and 41 531 145 PLC ordinary shares at 31 December 2001, acquired by the Unilever Employee Share Trusts for the purpose of satisfying options under the PLC Executive Option plans and the UK Employee Sharesave Plan. Further information, including details of the NV and PLC ordinary shares acquired by certain group companies in connection with other share option plans, is given in note 28 on page 79. The voting rights of the directors who hold interests in the share capitals of NV and PLC are the same as for other holders of the class of shares indicated. Except as stated above, none of the directors or other executive officers shareholdings amounts to more than 0.01% of the issued shares in that class of share. Except as stated above, all shareholdings are beneficial.The only changes in the interests of the directors and their families in NV and PLC ordinary shares between 31 December 2001 and 28 February 2002 were that: |
|
(i) | the holding of the Unilever Employee Share Trusts has reduced to 41 169 095 PLC shares. |
(ii) | Mr A R van Heemstra acquired and sold 43 276 PLC shares through the exercise of options granted under the PLC |
Executive Option Plan. | |
(iii) | Mr C B Strauss acquired 7 200 NV shares through the exercise of options granted under the NA Executive Option Plan. |
Unilever Annual Report & Accounts and Form 20-F 2001
REMUNERATION REPORT |
>
46
|
Directors emoluments
The aggregate emoluments of the directors were as follows:
2001 |
2000 |
£
2001 |
£
2000 |
|||||
|
|
|
|
|
|
|
|
|
Salary | 7 856 569 | 7 854 620 | 4 886 781 | 4 781 108 | ||||
Allowances and value of benefits in kind | 1 621 230 | 1 265 478 | 1 008 404 | 770 297 | ||||
Performance related payments (1) (2) | 8 725 882 | 4 303 518 | 5 427 493 | 2 619 305 | ||||
|
|
|
|
|
|
|
|
|
Total | 18 203 681 | 13 423 616 | 11 322 678 | 8 170 710 | ||||
|
|
|
|
|
|
|
|
|
Gains on exercise of share options (3) | 2 180 129 | 2 075 600 | 1 356 039 | 1 263 418 | ||||
|
|
|
|
|
|
|
|
|
The emoluments of the individual directors were as follows:
Paid in euros: |
Salary
|
Allowances and value of
benefit in kind
|
|
Performance related payments
(4)
|
Total
2001 |
Total
2000 |
Equivalent
totals
(5)
|
|||||||
2001
£ |
2000
£ |
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A Burgmans (6) | 1 040 000 | 38 633 | 1 183 000 | 2 261 633 | 1 300 075 | 1 406 736 | 791 356 | |||||||
P J Cescau (1) (7) | 850 000 | 737 491 | 977 500 | 2 564 991 | 1 303 260 | 1 595 424 | 793 294 | |||||||
A R van Heemstra | 600 000 | 19 595 | 637 500 | 1 257 095 | 653 555 | 781 913 | 397 819 | |||||||
A Kemner (8) | 300 000 | 6 662 | 327 000 | 633 662 | 1 004 150 | 394 138 | 611 226 | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paid in pounds sterling: | £ | £ | £ | £ | £ | | | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
N W A FitzGerald (9) | 840 000 | 129 724 | 955 500 | 1 925 224 | 1 329 673 | 3 095 215 | 2 184 447 | |||||||
R D Brown (8) | 166 667 | 68 641 | 181 667 | 416 975 | 712 799 | 670 378 | 1 171 018 | |||||||
A C Butler | 475 000 | 39 985 | 475 000 | 989 985 | 701 057 | 1 591 616 | 1 151 728 | |||||||
K B Dadiseth | 500 000 | 82 543 | 543 750 | 1 126 293 | 551 118 | 1 810 760 | 905 402 | |||||||
R H P Markham | 475 000 | 66 054 | 546 250 | 1 087 304 | 686 112 | 1 748 077 | 1 127 176 | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paid in US dollars: | $ | $ | $ | $ | $ | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
C B Strauss (2) | 1 000 000 | 176 148 | 1 125 000 | 2 301 148 | 1 290 549 | 2 570 254 | 1 401 304 | |||||||
£1 598 686 | £852 974 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
(2) (3) (4) (5) (6) (7) (8) (9) |
Excluded from the emoluments
are incentive payments of
613 656 paid in 2001 and
£318 439 paid in 2000 which relate to an appointment prior to joining the
Boards.
Excluded from the emoluments is an incentive payment of $1 009 000 paid in 2001 which relates to an appointment prior to joining the Boards. See pages 47 and 48. Includes value of shares (both bonus shares and matching shares) awarded under the bonus scheme relating to 2001. Based on average rates for the year of £1.00 = 1.608, £1.00 = $1.439, $1.00 = 1.117 (2000: £1.00 = 1.643, £1.00 = $1.513, $1.00 = 1.086). Chairman of NV. Allowances include 662 126 paid in respect of relocation assistance. Retired on 31 May 2001. Chairman of PLC. |
For the years up to and including 1997, NV loaned the amount of taxation charged on the grant of options under Dutch fiscal legislation to the recipients. Amounts are repaid when the options are exercised. At 31 December 2001 a total of 0.03 million (2000: 0.14 million) was loaned to the directors.
No compensation for loss of office, payments for loss of office or other termination payments were paid to directors in 2001.
Share options
Options held by
directors and employees to acquire ordinary shares of NV and PLC at 31 December
2001 are shown in note 28 on page 79.
As at
28 February 2002 the directors and officers as a group held options to purchase
the following ordinary shares:
4 118 683
shares of 1.4p
465 527 shares of
0.51
574 828 shares of 1.4p (held as 143 707 ADRs)
226 334 shares of
0.51 of the New York
Registry
Unilever Annual Report & Accounts and Form 20-F 2001
Report of the Directors |
REMUNERATION REPORT |
|
Options to acquire NV ordinary shares of 0.51 each and options to acquire PLC ordinary shares of 1.4p each were granted, exercised and held during 2001 as follows:
Options outstanding below
market price at end of year |
Options outstanding above
market price at end of year |
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
1 January
0.51/1.4p |
Granted (h)
|
Exercised
|
31 December
0.51/1.4p |
Number
|
Weighted
average price |
|
Number
|
Weighted
average price |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A Burgmans | (a) |
79 296
|
18 000
(1)
|
31 296
(6)
|
66 000
|
57 000
|
53.65
|
|
9 000
|
69.29
|
|
||
(b) |
190
|
50
(2)
|
24
(7)
|
216
|
216
|
57.81
|
|
|
|
|
|||
(c) |
320 000
|
120
000
(3)
|
|
440 000
|
380 000
|
464p
|
|
60 000
|
668p
|
|
|||
(d) |
2 904
|
|
|
2 904
|
|
|
|
2 904
|
594p
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
N W A FitzGerald | (a) |
72 932
|
18 000
(1)
|
6 932
(6)
|
84 000
|
66 000
|
52.17
|
|
18 000
|
69.29
|
|
||
(b) |
150
|
50
(2)
|
|
200
|
200
|
59.75
|
|
|
|
||||
(c) |
835 392
|
120
000
(3)
|
|
955 392
|
835 392
|
376p
|
|
120 000
|
668p
|
|
|||
(d) |
3 543
|
|
|
3 543
|
2 382
|
425p
|
|
1 161
|
594p
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A C Butler | (a) |
42 316
|
11 250
(1)
|
1 064
(6)
|
52 502
|
41 252
|
52.17
|
|
11 250
|
69.29
|
|
||
(b) |
100
|
50
(2)
|
|
150
|
150
|
60.45
|
|
|
|
|
|||
(c) |
513 212
|
75 000
(3)
|
|
588 212
|
513 212
|
386p
|
|
75 000
|
668p
|
|
|||
(d) |
4 652
|
|
|
4 652
|
4 652
|
371p
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
P J Cescau | (a) |
37 893
|
11 250
(1)
|
|
49 143
|
40 143
|
58.14
|
|
9 000
|
69.29
|
|
||
(b) |
|
50
(2)
|
|
50
|
50
|
64.65
|
|
|
|
|
|||
(c) |
259 626
|
75 000
(3)
|
|
334 626
|
274 626
|
491p
|
|
60 000
|
668p
|
|
|||
(e) |
45 000
|
|
|
45 000
|
45 000
|
$38.84
|
|
|
|
||||
(f) |
100 192
|
|
|
100 192
|
100 192
|
$6.715
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
K B Dadiseth | (a) |
19 500
|
11 250
(1)
|
|
30 750
|
26 250
|
52.21
|
|
4 500
|
69.29
|
|
||
(c) |
149 428
|
75 000
(3)
|
2 188
(8)
|
222 240
|
192 240
|
431p
|
|
30 000
|
668p
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A R van Heemstra | (a) |
36 532
|
11 250
(1)
|
2 032
(6)
|
45 750
|
36 750
|
52.05
|
|
9 000
|
69.29
|
|
||
(b) |
|
50
(2)
|
|
50
|
50
|
64.65
|
|
|
|
|
|||
(c) |
273 276
|
75 000
(3)
|
|
348 276
|
288 276
|
436p
|
|
60 000
|
668p
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
R H P Markham | (a) |
44 648
|
11 250
(1)
|
5 648
(6)
|
50 250
|
39 000
|
52.71
|
|
11 250
|
69.29
|
|
||
(b) |
150
|
50
(2)
|
|
200
|
200
|
59.75
|
|
|
|
|
|||
(c) |
292 292
|
75 000
(3)
|
|
367 292
|
292 292
|
446p
|
|
75 000
|
668p
|
|
|||
(d) |
3 283
|
|
|
3 283
|
3 283
|
514p
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
C B Strauss | (e) |
154 200
|
18 000
(4)
|
|
172 200
|
154 200
|
$33.87
|
|
18 000
|
$72.94
|
|
||
(f) |
260 000
|
120
000
(5)
|
|
380 000
|
260 000
|
$6.45
|
|
120 000
|
$10.08
|
|
|||
(g) |
381
|
|
381
(9)
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
R D Brown | (a) |
33 636
|
|
636
(6)
|
33 000
(10)
|
24 000
|
50.57
|
|
9 000
|
69.29
|
|
||
(c) |
266 180
|
|
|
266
180
(10)
|
146 180
|
359p
|
|
120 000
|
611p
|
|
|||
(d) |
1 240
|
|
|
1 240
(10)
|
1 240
|
278p
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A Kemner | (a) |
44 708
|
|
10 956
(6)
|
33 752
(10)
|
22 502
|
53.14
|
|
11 250
|
69.29
|
|
||
(b) |
190
|
|
|
190
(10)
|
190
|
53.44
|
|
|
|
|
|||
(c) |
225 000
|
|
|
225
000
(10)
|
75 000
|
407p
|
|
150 000
|
611p
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) | Number of NV shares the subject of options under the Executive Plan. |
(b) | The Netherlands Employee Option Plan. |
(c) | Number of PLC shares the subject of options under the Executive Plan. |
(d) | UK Employee Sharesave Plan. |
(e) | Number of NV New York shares the subject of options under the Executive Plan. |
(f) | Number of PLC shares the subject of options in the form of American Depositary Receipts under the Executive Plan (1 ADR equivalent to 4 shares). |
(g) | NA Employee Purchase Plan over NV New York shares. |
(h) | Granted in the year on the basis, where applicable, of earnings per share in the prior year. |
See also notes on page 48. |
Unilever Annual Report & Accounts and Form 20-F 2001
REMUNERATION REPORT |
>
48
|
All share options are exercisable at a range of dates between 2002 and 2011 (see note 28 on page 79). No options lapsed unexercised during the year. The market price of the ordinary shares at the end of the year was for NV 65.85 and $57.61 and for PLC 564p and $8.32, and the range during the year was between 71.20 and 55.45 and $64.56 and $50.26, and between 610p and 478p and $8.85 and $6.96 respectively. Options outstanding above and below the market prices at 31 December 2001 are set out in the table on page 47.
Directors Conditional
Share Awards under Total Shareholder Return Long-Term Incentive Plan
Rights to ordinary shares in
PLC and NV were granted, vested or lapsed in 2001 as follows:
Name
|
Share type
|
1 January
|
Granted
|
(1) |
Vested
|
Lapsed
|
31 December
|
Performance
period
|
||
|
|
|
|
|
|
|
|
|
|
|
A Burgmans |
NV
|
0
|
6 472 |
0
|
0
|
6 472 |
01/01/01-31/12/03
|
|||
PLC
|
0
|
48 360 |
0
|
0
|
48 360 |
01/01/01-31/12/03
|
||||
|
|
|
|
|
|
|
|
|
|
|
N W A FitzGerald |
NV
|
0
|
6 472 |
0
|
0
|
6 472 |
01/01/01-31/12/03
|
|||
PLC
|
0
|
48 360 |
0
|
0
|
48 360 |
01/01/01-31/12/03
|
||||
|
|
|
|
|
|
|
|
|
|
|
A C Butler |
NV
|
0
|
4 045 |
0
|
0
|
4 045 |
01/01/01-31/12/03
|
|||
PLC
|
0
|
30 225 |
0
|
0
|
30 225 |
01/01/01-31/12/03
|
||||
|
|
|
|
|
|
|
|
|
|
|
P J Cescau |
NV
|
0
|
4 045 |
0
|
0
|
4 045 |
01/01/01-31/12/03
|
|||
PLC
|
0
|
30 225 |
0
|
0
|
30 225 |
01/01/01-31/12/03
|
||||
|
|
|
|
|
|
|
|
|
|
|
K B Dadiseth |
NV
|
0
|
4 045 |
0
|
0
|
4 045 |
01/01/01-31/12/03
|
|||
PLC
|
0
|
30 225 |
0
|
0
|
30 225 |
01/01/01-31/12/03
|
||||
|
|
|
|
|
|
|
|
|
|
|
A R van Heemstra |
NV
|
0
|
4 045 |
0
|
0
|
4 045 |
01/01/01-31/12/03
|
|||
PLC
|
0
|
30 225 |
0
|
0
|
30 225 |
01/01/01-31/12/03
|
||||
|
|
|
|
|
|
|
|
|
|
|
R H P Markham |
NV
|
0
|
4 045 |
0
|
0
|
4 045 |
01/01/01-31/12/03
|
|||
PLC
|
0
|
30 225 |
0
|
0
|
30 225 |
01/01/01-31/12/03
|
||||
|
|
|
|
|
|
|
|
|
|
|
C B Strauss |
NV
(2)
|
0
|
3 223 |
0
|
0
|
3 223 |
01/01/01-31/12/03
|
|||
PLC
(3)
|
0
|
23 580 |
0
|
0
|
23 580 |
01/01/01-31/12/03
|
||||
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Number of Conditional Rights granted in NV and PLC shares in 2001. The precise number of shares that will vest in May 2004 will depend on the TSR ranking of Unilever, during the performance period shown above, against a peer group of 20 comparative companies and will vary between 0% and 200% of the original number of conditional shares granted. |
(2)
|
NV New York shares. |
(3)
|
Number of PLC shares granted in the form of American Depository Receipts (1 ADR equivalent to 4 PLC shares). |
Advisory Directors
The
Advisory Directors are not formally members of the Boards of NV and PLC and are
therefore excluded when we refer to directors in this report.
The remuneration of the Advisory Directors is decided by the Boards. Advisory Directors receive an annual fee and are reimbursed expenses incurred in attending meetings. They do not receive any performance related bonuses, pension provisions, share options or other forms of benefit.
The annual fee paid in 2001 to each of B Collomb, O Fanjul, F H Fentener van Vlissingen, H Kopper and H O C R Ruding was 55 000 and to each of Lord Brittan of Spennithorne, Lady Chalker of Wallasey, C X Gonzalez, Senator G J Mitchell and Lord Simon of Highbury was £35 000. C R Shoemate and Professor W Dik were appointed during the year and received fees of £32 081 and 41 250 respectively.
As at 28 February 2002, the aggregate interests of the Advisory Directors in the share capital of NV and PLC were 14 188 (31 December 2000: 14 188) Ordinary 0.51 shares of NV and 5 383 (31 December 2000: 6 384) Ordinary 1.4p shares of PLC. The voting rights of the Advisory Directors are the same as for other holders of the class of share indicated.
Unilever Annual Report & Accounts and Form 20-F 2001
Financial Statements |
STATEMENT OF DIRECTORS RESPONSIBILITIES |
>
49
|
Annual accounts
The directors
are required by Book 2 of the Civil Code in the Netherlands and the United
Kingdom Companies Act 1985 to prepare accounts for each financial year which
give a true and fair view of the state of affairs of the Unilever Group, NV and
PLC as at the end of the financial year and of the profit or loss for that
year.
The directors consider that in preparing the accounts, the Group, NV and PLC have used the most appropriate accounting policies, consistently applied and supported by reasonable and prudent judgements and estimates, and that all accounting standards which they consider to be applicable have been followed, except as noted under Accounting standards on page 51.
The directors have responsibility for ensuring that NV and PLC keep accounting records which disclose with reasonable accuracy their financial position and which enable the directors to ensure that the accounts comply with the relevant legislation. They also have a general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.
This statement, which should be read in conjunction with the Report of independent auditors set out on page 50, is made with a view to distinguishing for shareholders the respective responsibilities of the directors and of the auditors in relation to the accounts.
A copy of the financial statements of the Unilever Group is placed on our website at www.unilever.com . The maintenance and integrity of the website is the responsibility of the directors, and the work carried out by the auditors does not involve consideration of these matters. Accordingly, the auditors accept no responsibility for any changes that may have occurred to the financial statements since they were initially placed on the website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Going concern
The directors
continue to adopt the going concern basis in preparing the accounts. This is
because the directors, after making enquiries and following a review of the
Groups budget for 2002 and 2003, including cash flows and borrowing
facilities, consider that the Group has adequate resources to continue in
operation for the foreseeable future.
Internal control
Unilever
has a well established control environment, which is well documented and
regularly reviewed. This incorporates risk management and internal control
procedures which are designed to provide reasonable, but not absolute,
assurance that assets are safeguarded and the risks facing the business are
being controlled. Our procedures cover financial,
operational,
social and environmental risks. The Boards of NV and PLC have also established
a clear organisational structure, including delegation of appropriate
authorities. The Groups control environment is supported through a Code
of Business Principles, which sets standards of professionalism and integrity
for its operations worldwide.
The Boards have overall responsibility for establishing key procedures designed to achieve a system of internal control and for reviewing its effectiveness. The day-to-day responsibility for implementation of these procedures and ongoing monitoring of risk and the effectiveness of controls rests with the Groups senior management at individual operating company and Business Group level. Business Groups, each of which has its own Risk Committee, review, on an ongoing basis, the risks faced by their group and the related internal control arrangements and provide written reports to the Corporate Risk Committee. This is comprised mainly of Board members and chaired by the Financial Director. The Corporate Risk Committee is a Committee of the Board and maintains oversight, on behalf of the Boards, of the controls in place to identify, evaluate and manage risk. It reports regularly to the Boards, which retain ultimate responsibility, and to the Audit Committee.
Unilevers corporate internal audit function plays a key role in providing an objective view and continuous reassurance of the effectiveness of the risk management and related control systems throughout Unilever to both operating management and the Boards. The Group has an independent Audit Committee, entirely comprised of Advisory Directors. This Committee meets regularly with corporate internal audit and the external auditors.
Unilever has a comprehensive budgeting system with an annual budget approved by the Boards, which is regularly reviewed and updated. Performance is monitored against budget and the previous year through monthly and quarterly reporting routines. The Group reports to shareholders quarterly.
Unilevers system of risk management has been in place throughout 2001 and up to the date of this report, and complies with the recommendations of Internal Control Guidance for Directors on the Combined Code, published by the Internal Control Working Party of the Institute of Chartered Accountants in England & Wales in September 1999. The Boards have carried out an annual review of the effectiveness of the systems of risk management and internal control during 2001, and have ensured that the necessary actions have been taken to address any weaknesses or deficiencies arising out of that review.
It is Unilevers policy to bring acquired companies within the Groups governance procedures as soon as is practicable and, in any event, by the end of the first full year of operation.
Unilever Annual Report & Accounts and Form 20-F 2001
REPORT OF INDEPENDENT AUDITORS |
>
50
|
Report of the auditors to the
members of Unilever N.V. and Unilever PLC
We have audited
the accounts, which have been prepared under the historical cost convention,
set out on pages 51 to 88, 94 to 102 and 104 to 105.
Respective responsibilities of
directors and auditors
As described on
page 49, the directors are responsible for preparing the Annual Report &
Accounts and Form 20-F. This includes responsibility for preparing the accounts
in accordance with applicable accounting standards. Our responsibilities, as
independent auditors, are established by Netherlands and United Kingdom law,
relevant Stock Exchange rules and by our professional guidance.
We report to you our opinion as to whether the accounts give a true and fair view and are properly prepared in accordance with Book 2 of the Civil Code in the Netherlands and the United Kingdom Companies Act 1985. We would also report to you if, in our opinion, the directors report was not consistent with the accounts, if proper accounting records had not been kept, if we had not received all the information and explanations we require for our audit, or if information required regarding directors remuneration and transactions was not disclosed.
We read the other information contained in the Annual Report & Accounts and Form 20-F and consider the implications for our audit report if we become aware of any material misstatements or inconsistencies with the accounts.
As auditors of Unilever PLC we review whether the statement on pages 35 and 36 reflects the Companys compliance with the seven provisions of the Combined Code specified for our review by the United Kingdoms Financial Services Authority and we report if it does not. We are not required to consider whether the directors statements on internal control cover all risks and controls or to form an opinion on the effectiveness of the Groups corporate governance procedures or its risk and control procedures.
Basis of opinion
We
conducted our audit in accordance with auditing standards generally accepted in
the Netherlands, the United Kingdom and the United States. An audit includes an
examination, on a test basis, of evidence relevant to the amounts and
disclosures in the accounts. It also includes an assessment of the most
important estimates and judgements made by the directors in the preparation of
the accounts, and of whether the accounting policies are appropriate to the
Groups circumstances, consistently applied and adequately
disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the accounts are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the accounts.
Netherlands and United Kingdom
opinion
In our opinion,
the accounts give a true and fair view of the state of affairs of the Unilever
Group, Unilever N.V. and Unilever PLC at 31 December 2001 and of the profit,
total recognised gains and cash flows of the Group for the year then ended. In
our opinion the accounts of the Unilever Group, and of Unilever N.V. and
Unilever PLC respectively, have been properly prepared in accordance with Book
2 of the Civil Code in the Netherlands and the United Kingdom Companies Act
1985.
United States
opinion
In our opinion,
the accounts present fairly, in all material respects, the financial position
of the Unilever Group at 31 December 2001 and 2000, and the results of its
operations, total recognised gains and its cash flows for each of the three
years in the period ended 31 December 2001, in accordance with the accounting
information and policies on pages 51 to 53.
The accounting principles applied vary in certain significant respects from accounting principles generally accepted in the United States. The effect of the major differences in the determination of net profit and capital and reserves is shown on pages 94 and 95.
Unilever Annual Report & Accounts and Form 20-F 2001
Financial Statements |
ACCOUNTING INFORMATION AND POLICIES |
>
51
|
||
Unilever Group |
Unilever
The two parent
companies, NV and PLC together with their group companies, operate as nearly as
is practicable as a single entity (the Unilever Group, also referred to as
Unilever or the Group). NV and PLC have the same directors and are linked by a
series of agreements, including an Equalisation Agreement, which are designed
so that the position of the shareholders of both companies is as nearly as
possible the same as if they held shares in a single company.
The Equalisation Agreement provides for both companies to adopt the same accounting principles and requires as a general rule the dividends and other rights and benefits (including rights on liquidation) attaching to each Fl. 12 ( 5.445) nominal of ordinary capital of NV to be equal in value at the relevant rate of exchange to the dividends and other rights and benefits attaching to each £1 nominal of ordinary share capital of PLC, as if each such unit of capital formed part of the ordinary capital of one and the same company. For additional information please refer to Control of Unilever on page 107.
Basis of
consolidation
By reason of
the operational and contractual arrangements referred to above and the internal
participating interests set out in note 20 on page 74, NV and PLC and their
group companies constitute a single group under Netherlands and United Kingdom
legislation for the purposes of presenting consolidated accounts. Accordingly,
the accounts of the Unilever Group are presented by both NV and PLC as their
respective consolidated accounts. These accounts are supplemented in notes 21
and 22 on page 75 and note 29 on page 88 by additional information for the NV
and PLC parts of the Group in which group companies are consolidated according
to respective ownership.
Reporting currency
Historically, the consolidated
financial statements of the Unilever Group have been prepared in both guilders
and sterling. With effect from 1 January 2000, Unilever replaced the guilder
and sterling with the euro for reporting purposes. The consolidated financial
statements for years prior to 2000 have been restated to euros at the rate
of
1.00 = Fl. 2.20371, the fixed
conversion rate announced on 31 December 1998. The consolidated financial
statements reported in euro depict the same trends as previously reported in
guilders. However, they do not necessarily represent the same trends as
previously reported in sterling. Also, the trends shown by the consolidated
financial statements may not be comparable with those of other companies that
also report in euros if those other companies previously reported in a currency
other than the guilder.
Companies
legislation
The
consolidated accounts of the Unilever Group comply with Book 2 of the Civil
Code in the Netherlands and the United Kingdom Companies Act 1985. The Company
accounts, the notes to those accounts and the further statutory information
given for each of NV and PLC comply with legislation in the Netherlands and the
United Kingdom respectively. As explained under Group companies on
page 52, in order to give a true and fair view, the presentation of the
consolidated capital and reserves differs from that specified by the United
Kingdom Companies Act 1985.
Accounting standards
The
accounts are prepared under the historical cost convention and comply in all
material respects with applicable accounting principles in the Netherlands and
with United Kingdom Accounting Standards.
The accounting policies of the Unilever Group are set out on pages 51 to 53. Material variations from United States generally accepted accounting principles are set out on pages 94 to 96.
United Kingdom Statement of Standard Accounting Practice Number 15 (SSAP 15) requires that no provision should be made for deferred taxation where it is probable, based on reasonable assumptions, that a liability will not crystallise. In this respect, SSAP 15 is not in agreement with Dutch law as currently applied. For this reason, and because of the Equalisation Agreement, full provision continues to be made for deferred taxation. The effects of this departure from SSAP 15 are shown in note 6 on page 63, note 7 on page 64 and note 18 on page 73.
United Kingdom Urgent Issues Task Force Abstract 13 (UITF 13) requires that NV or PLC shares held by employee trusts to satisfy options should be classified by the sponsoring company as fixed assets. Dutch law requires such shares to be accounted for within capital and reserves. In order to comply with Dutch law and the Equalisation Agreement, the requirements of UITF 13 have not been followed. All shares held internally are accounted for in accordance with Dutch GAAP. The effects of this departure are shown in note 22 on page 75.
United Kingdom Financial Reporting Standard 17 Retirement benefits mandates that certain disclosures relating to retirement benefits be made in financial statements for accounting periods ending on or after 22 June 2001. These disclosures are shown in note 17 on page 69. The full requirements of the standard, which will change the basis of accounting for retirement benefits, are required to be implemented for accounting periods ending on or after 22 June 2003. This standard will have a significant impact on Unilevers reported results.
United Kingdom Financial Reporting Standard 18 Accounting policies became mandatory for accounting periods ending on or after 22 June 2001. The standard requires that Unilever selects the most appropriate accounting policies and treatments in all circumstances. Unilevers policies were already entirely consistent with this new standard.
Unilever Annual Report & Accounts and Form 20-F 2001
ACCOUNTING INFORMATION AND POLICIES |
>
52
|
Unilever Group |
United Kingdom Financial Reporting Standard 19 Deferred tax becomes mandatory for accounting periods ending on or after 23 January 2002 and requires that full provision be made for certain timing differences between the recognition of profits for accounting purposes and the recognition of profits for tax purposes. As indicated above, Unilever already uses a form of full provisioning for such timing differences and therefore it is anticipated that the standard, together with its disclosure requirements, will be adopted by Unilever for the year ending 31 December 2002, with no material impact on reported results.
Recent changes in reporting requirements under US GAAP are discussed on page 96.
OECD Guidelines
In preparing
its Annual Review and Annual Report & Accounts and Form 20-F Unilever
adheres to the disclosure recommendations of the OECD Guidelines for
Multinational Enterprises.
Group companies
Group companies
are those companies in whose share capital NV or PLC holds an interest directly
or indirectly, and whose consolidation is required for the accounts to give a
true and fair view.
In order that the consolidated accounts should present a true and fair view, it is necessary to differ from the presentational requirements of the United Kingdom Companies Act 1985 by including amounts attributable to both NV and PLC shareholders in the capital and reserves shown in the balance sheet. The Companies Act would require presentation of the capital and reserves attributable to NV and PLC shareholders as minority interests in the respective consolidated accounts of NV and PLC. This presentation would not give a true and fair view of the effect of the Equalisation Agreement, under which the position of all shareholders is as nearly as possible the same as if they held shares in a single company.
Net profit and profit of the year retained are presented on a combined basis on page 54, with the net profit attributable to NV and PLC shareholders shown separately. Movements in profit retained are analysed between those attributable to NV and PLC shareholders in note 21 on page 75.
Foreign currencies
Exchange
differences arising in the accounts of individual companies are dealt with in
their respective profit and loss accounts. Those arising on trading
transactions are taken to operating profit; those arising on cash, current
investments and borrowings are classified as interest.
In preparing the consolidated accounts, the profit and loss account, the cash flow statement and all other movements in assets and liabilities are translated at annual average rates of exchange. The balance sheet, other than the ordinary share capital of NV and PLC, is translated at year-end rates of exchange. In the case of hyper-inflationary economies, the accounts are adjusted to remove the influences of inflation before being translated.
The ordinary share capital of NV and PLC is translated at the rate contained in the Equalisation Agreement of £1 = Fl. 12 (equivalent to 5.445). The difference between this and the value derived by applying the year-end rate of exchange is taken to other reserves (see note 22 on page 75).
The effects of exchange rate changes during the year on net assets at the beginning of the year are recorded as a movement in profit retained, as is the difference between profit of the year retained at average rates of exchange and at year-end rates of exchange.
Goodwill and intangible
assets
No value is
attributable to internally generated intangible assets. Goodwill (being the
difference between the fair value of consideration paid for new interests in
group companies, joint ventures and associated companies and the fair value of
the Groups share of their net assets at the date of acquisition) and
identifiable intangible assets purchased after 1 January 1998 are capitalised
and amortised in operating profit over the period of their expected useful
life, up to a maximum of 20 years. Periods in excess of five years are used
only where the directors are satisfied that the life of these assets will
clearly exceed that period. Goodwill and intangible assets purchased prior to 1
January 1998 were written off in the year of acquisition as a movement in
profits retained.
On disposal of a business acquired prior to 1 January 1998, purchased goodwill written off on acquisition is reinstated in arriving at the profit or loss on disposal.
Tangible fixed
assets
Tangible fixed
assets are stated at cost less depreciation. Depreciation is provided on a
straight-line basis at percentages of cost based on the expected average useful
lives of the assets. Estimated useful lives by major class of assets are as
follows:
Current cost information is given in note 10 on page 65. Fixed assets are subject to review for impairment in accordance with United Kingdom Financial Reporting Standard 11 Impairment of Fixed Assets and Goodwill, and US SFAS 121. Any impairment in the value of such fixed assets is charged to the profit and loss account as it arises.
Fixed investments
Joint
ventures are undertakings in which the Group has a long-term participating
interest and which are jointly controlled by the Group and one or more other
parties. Associated companies are undertakings in which the Group has a
participating interest and is able to exercise significant influence.
Unilever Annual Report & Accounts and Form 20-F 2001
Financial Statements |
ACCOUNTING INFORMATION AND POLICIES |
>
53
|
Unilever Group |
Interests in joint ventures and associated companies are stated in the consolidated balance sheet at the Groups share of their assets and liabilities.
Other fixed investments are stated at cost less any amounts written off to reflect a permanent impairment.
Current assets
Stocks are
valued at the lower of cost and estimated net realisable value. Cost is mainly
average cost, and comprises direct costs and, where appropriate, a proportion
of production overheads.
Debtors are stated after deducting adequate provision for doubtful debts.
Current investments are liquid funds temporarily invested and are stated at their realisable value. The difference between this and their original cost is taken to interest in the profit and loss account.
Retirement benefits
The
expected costs of providing retirement pensions under defined benefit plans, as
well as the costs of other post-retirement benefits, are charged to the profit
and loss account over the periods benefiting from the employees services.
Variations from expected cost are normally spread over the average remaining
service lives of current employees.
Contributions to defined contribution pension plans are charged to the profit and loss account as incurred.
Liabilities arising under defined benefit plans are either externally funded or provided for in the consolidated balance sheet. Any difference between the charge to the profit and loss account in respect of funded plans and the contributions payable to each plan is recorded in the balance sheet as a prepayment or provision.
Deferred taxation
Full
provision is made for deferred taxation, at the rates of tax prevailing at the
year-end unless future rates have been enacted, on all significant timing
differences arising from the recognition of items for taxation purposes in
different periods from those in which they are included in the Group
accounts.
Provision is made for taxation which will become payable if retained profits of group companies and joint ventures are distributed to the parent companies only to the extent that such distributions are planned.
Derivative financial
instruments
The types of
derivative financial instruments used by Unilever are described in note 15 on
page 68 and in the Financial review on pages 30 to 32. All derivative financial
instruments are used for hedging purposes. Hedge accounting, as described
below, is applied.
Changes in the value of forward foreign exchange contracts are recognised in the results in the same period as changes in the values of the assets and liabilities they are intended to hedge. Interest payments and receipts arising from interest rate derivatives such as swaps and forward rate agreements are matched to those arising from underlying debt and investment positions.
Payments made or received in respect of the early termination of derivative financial instruments are spread over the original life of the instrument so long as the underlying exposure continues to exist.
Research, development and
market support costs
Expenditure on
research and development and on market support costs such as advertising is
charged against the profit of the year in which it is incurred.
Turnover
Group turnover
comprises sales of goods and services after deduction of discounts and sales
taxes. It includes sales to joint ventures and associated companies but does
not include sales by joint ventures and associated companies or sales between
group companies. Total turnover includes the Group share of the turnover of
joint ventures.
Turnover is recognised when the risks and rewards of the underlying products and services have been substantially transferred to the customer.
Transfer pricing
The
preferred method for determining transfer prices for own manufactured goods is
to take the market price. Where there is no market price, the companies
concerned follow established transfer pricing guidelines, where available, or
else engage in arms length negotiations.
Trademarks owned by the parent companies and used by operating companies are, where appropriate, licensed in return for royalties or a fee.
General services provided by central advisory departments, business groups, divisions and research laboratories are charged to operating companies on the basis of fees.
Leases
Lease payments,
which are principally in respect of operating leases, are charged to the profit
and loss account on a straight-line basis over the lease term, or over the
period between rent reviews where these exist.
Shares held by employee share
trusts
The assets and
liabilities of certain PLC trusts, NV and group companies which purchase and
hold NV and PLC shares to satisfy options granted are included in the Group
accounts. The book value of shares held is deducted from capital and reserves,
and trust borrowings are included in the Groups borrowings. The costs of
the trusts are included in the results of the Group. These shares are excluded
from the basic earnings per share calculation.
Unilever Annual Report & Accounts and Form 20-F 2001
CONSOLIDATED PROFIT AND LOSS ACCOUNT | > 54 | ||
For the year ended 31
December
Unilever Group |
million
2001
|
million
2000
|
million
1999
|
||||
|
|
|
|
|
|
|
Total turnover 1 | 52 206 | 48 066 | 41 262 | |||
Less: Share of turnover of joint ventures 1 | (692) | (484) | (285) | |||
|
|
|
|
|
|
|
Group turnover 1 | 51 514 | 47 582 | 40 977 | |||
Operating costs 2 | (46 340) | (44 280) | (36 674) | |||
|
|
|
|
|
|
|
Group operating profit 1 | 5 174 | 3 302 | 4 303 | |||
Group operating profit BEIA 1 | 7 149 | 5 729 | 4 595 | |||
Exceptional items 4 | (588) | (1 992) | (269) | |||
Amortisation of goodwill and intangibles 1 | (1 387) | (435) | (23) | |||
Add: Share of operating profit of joint ventures 1 | 84 | 57 | 42 | |||
|
|
|
|
|
|
|
Total operating profit 1 | 5 258 | 3 359 | 4 345 | |||
Total operating profit BEIA 1 | 7 269 | 5 794 | 4 637 | |||
Exceptional items 4 | (588) | (1 992) | (269) | |||
Amortisation of goodwill and intangibles | (1 423) | (443) | (23) | |||
Other income from fixed investments 11 | 12 | (4) | 10 | |||
Interest 5 | (1 646) | (632) | (14) | |||
|
|
|
|
|
|
|
Profit on ordinary activities before taxation | 3 624 | 2 723 | 4 341 | |||
Taxation on profit on ordinary activities 6 | (1 547) | (1 403) | (1 369) | |||
|
|
|
|
|
|
|
Profit on ordinary activities after taxation | 2 077 | 1 320 | 2 972 | |||
Minority interests | (239) | (215) | (201) | |||
|
|
|
|
|
|
|
Net profit | 1 838 | 1 105 | 2 771 | |||
Attributable to: NV 21 | 817 | 675 | 1 761 | |||
PLC 21 | 1 021 | 430 | 1 010 | |||
Dividends | (1 581) | (1 458) | (1 265) | |||
Preference dividends | (51) | (44) | (20) | |||
Dividends on ordinary capital 8 | (1 530) | (1 414) | (1 245) | |||
|
|
|
|
|
|
|
Result for the year retained | 257 | (353) | 1 506 | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined earnings per share 7 | ||||||
Euros per 0.51 of ordinary capital | 1.82 | 1.07 | 2.63 | |||
Euro cents per 1.4p of ordinary capital | 27.27 | 16.08 | 39.48 | |||
On a diluted basis the figures would be: | ||||||
Euros per 0.51 of ordinary capital | 1.77 | 1.05 | 2.57 | |||
Euro cents per 1.4p of ordinary capital | 26.54 | 15.69 | 38.50 | |||
|
|
|
|
|
|
|
See note 7 on page 64 for an explanation of the impact of the share consolidation in 1999 on earnings per share.
All amounts are related to continuing operations as defined by United Kingdom Financial Reporting Standard 3.
References relate to notes on
pages 57 to 88, which form an integral part of the consolidated financial
statements.
Accounting policies of the Unilever Group are set out on pages
51 to 53.
Variations from
United States generally accepted accounting principles and Regulation S-X are
outlined on pages 94 to 96.
In accordance with Article 402 of Book 2, Civil Code in the Netherlands, the profit and loss account of the entity NV on page 101 mentions only the income from fixed investments after taxation and other income and expenses as separate items.
Unilever Annual Report & Accounts and Form 20-F 2001
Financial Statements |
CONSOLIDATED STATEMENT OF TOTAL |
>
55
|
||
RECOGNISED GAINS AND LOSSES | |||
For the year ended 31
December
Unilever Group |
million
2001
|
million
2000
|
million
1999
|
||||
|
|
|
|
|
|
|
Net profit | 1 838 | 1 105 | 2 771 | |||
Currency retranslation | (1 058) | (237) | 380 | |||
|
|
|
|
|
|
|
Total recognised gains since last annual accounts | 780 | 868 | 3 151 | |||
|
|
|
|
|
|
|
CONSOLIDATED CASH FLOW STATEMENT |
For the year ended 31
December
Unilever Group |
million
2001 |
million
2000 |
million
1999
|
||||
|
|
|
|
|
|
|
Cash flow from operating activities 25 | 7 497 | 6 738 | 5 654 | |||
Dividends from joint ventures | 82 | 38 | 28 | |||
Returns on investments and servicing of finance 26 | (1 887) | (798) | (156) | |||
Taxation | (2 205) | (1 734) | (1 443) | |||
Capital expenditure and financial investment 26 | (1 358) | (1 061) | (1 501) | |||
Acquisitions and disposals 26 | 3 477 | (27 373) | (362) | |||
Dividends paid on ordinary share capital | (1 420) | (1 365) | (1 266) | |||
Special dividend | | | (6 093) | |||
|
|
|
|
|
|
|
Cash flow before management of liquid resources and financing | 4 186 | (25 555) | (5 139) | |||
Management of liquid resources 26 | 1 106 | 2 464 | 5 675 | |||
Financing 26 | (5 098) | 22 902 | (146) | |||
|
|
|
|
|
|
|
Increase/(decrease) in cash in the period | 194 | (189) | 390 | |||
|
|
|
|
|
|
|
Reconciliation of cash flow to movement in net funds/(debt)
million
2001
|
million
2000
|
million
1999
|
||||
|
|
|
|
|
|
|
Net funds/(debt) at 1 January 27 | (26 468) | 684 | 5 778 | |||
|
|
|
|
|
|
|
Increase/(decrease) in cash in the period | 194 | (189) | 390 | |||
Cash flow from (increase)/decrease in borrowings | 5 095 | (22 920) | 150 | |||
Cash flow from increase/(decrease) in liquid resources | (1 106) | (2 464) | (5 675) | |||
|
|
|
|
|
|
|
Change in net funds resulting from cash flows | 4 183 | (25 573) | (5 135) | |||
Borrowings within group companies acquired | (1) | (3 113) | (29) | |||
Borrowings within group companies sold | 3 | 2 | 4 | |||
Liquid resources within group companies acquired | | 13 | 3 | |||
Non-cash movements | (408) | 455 | (211) | |||
Currency retranslation | (508) | 1 064 | 274 | |||
|
|
|
|
|
|
|
Increase/(decrease) in net funds in the period | 3 269 | (27 152) | (5 094) | |||
|
|
|
|
|
|
|
Net funds/(debt) at 31 December 27 | (23 199) | (26 468) | 684 | |||
|
|
|
|
|
|
|
References relate to notes on pages 57 to 88, which form an integral part of the consolidated financial statements. Accounting policies of the Unilever Group are set out on pages 51 to 53.
Variations from United States generally accepted accounting principles and Regulation S-X are outlined on pages 94 to 96.
Unilever Annual Report & Accounts and Form 20-F 2001
CONSOLIDATED BALANCE SHEET |
>
56
|
As at 31 December
Unilever Group |
million
2001 |
million
2000 |
||||
|
|
|
|
|
|
Fixed assets | 35 221 | 37 463 | |||
Goodwill and intangible assets 9 | 25 097 | 26 467 | |||
Tangible fixed assets 10 | 9 240 | 9 839 | |||
Fixed investments 11 | 884 | 1 157 | |||
Current assets | |||||
Stocks 12 | 5 343 | 5 421 | |||
Debtors 13 | 10 094 | 9 817 | |||
Debtors due within one year 13 | 7 185 | 7 254 | |||
Debtors due after more than one year 13 | 2 909 | 2 563 | |||
Acquired businesses held for resale | 1 666 | ||||
Current investments 14 | 439 | 660 | |||
Cash at bank and in hand 14 | 1 862 | 2 613 | |||
|
|
|
|
|
|
Total current assets | 17 738 | 20 177 | |||
Creditors due within one year | (23 212) | (28 364) | |||
Borrowings 14 | (11 279) | (16 675) | |||
Trade and other creditors 16 | (11 933) | (11 689) | |||
Net current assets | (5 474) | (8 187) | |||
|
|
|
|
|
|
Total assets less current liabilities | 29 747 | 29 276 | |||
|
|
|
|
|
|
|
|
|
|
|
|
Creditors due after more than one year | 15 026 | 14 085 | |||
Borrowings 14 | 14 221 | 13 066 | |||
Trade and other creditors 16 | 805 | 1 019 | |||
Provisions for liabilities and charges | 6 862 | 6 404 | |||
Pensions and similar obligations 17 | 4 602 | 4 419 | |||
Deferred taxation, restructuring and other provisions 18 | 2 260 | 1 985 | |||
Minority interests | 664 | 618 | |||
Capital and reserves 19 | 7 195 | 8 169 | |||
Attributable to: NV: | Called up share capital 20 | 420 | 420 | ||
|
Share premium account | 1 397 | 1 397 | ||
|
Other reserves 22 | (1 077) | (553) | ||
|
Profit retained 21 | 4 316 | 5 036 | ||
|
|
|
|
|
|
5 056 | 6 300 | ||||
|
|
|
|
|
|
PLC: | Called up share capital 20 | 222 | 222 | ||
Share premium account | 154 | 151 | |||
Other reserves 22 | (540) | (614) | |||
Profit retained 21 | 2 303 | 2 110 | |||
|
|
|
|
|
|
2 139 | 1 869 | ||||
Total capital employed | 29 747 | 29 276 | |||
|
|
|
|
|
Capital and reserves include amounts relating to preference shares in NV which under United Kingdom Financial Reporting Standard 4 are classified as non-equity. Minority interests in group companies are substantially all equity interests.
References relate to notes on
pages 57 to 88, which form an integral part of the consolidated financial
statements. Commitments and contingent liabilities are shown in note 23 on page
75.
Accounting policies of the
Unilever Group are set out on pages 51 to 53.
Variations from
United States generally accepted accounting principles and Regulation S-X are
outlined on pages 94 to 96.
Unilever Annual Report & Accounts and Form 20-F 2001
Financial Statements |
NOTES TO THE CONSOLIDATED ACCOUNTS | > 57 | ||
Unilever Group |
1 Segmental information | ||||||||||||
Analysis by geographical area |
million
Europe
|
million
North
America
|
|
million
Africa, Middle
East & Turkey
|
|
million
Asia &
Pacific
|
|
million
Latin
America
|
|
million
Total
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
2001 | ||||||||||||
Group turnover (a) | 20 119 | 13 767 | 3 191 | 7 846 | 6 591 | 51 514 | ||||||
Share of turnover of joint ventures | 101 | 113 | 264 | 200 | 14 | 692 | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Total turnover (a) | 20 220 | 13 880 | 3 455 | 8 046 | 6 605 | 52 206 | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Group operating profit BEIA | 2 946 | 1 941 | 346 | 1 045 | 871 | 7 149 | ||||||
Exceptional items | 254 | (285) | (139) | (157) | (261) | (588) | ||||||
Amortisation of goodwill and intangibles | (511) | (564) | (4) | (26) | (282) | (1 387) | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Group operating profit | 2 689 | 1 092 | 203 | 862 | 328 | 5 174 | ||||||
Share of operating profit of joint ventures | 21 | 32 | 12 | 18 | 1 | 84 | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating profit | 2 710 | 1 124 | 215 | 880 | 329 | 5 258 | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating profit BEIA (b) | 2 967 | 1 973 | 380 | 1 077 | 872 | 7 269 | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating assets (c) | 11 295 | 12 172 | 1 082 | 1 525 | 6 256 | 32 330 | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2000 | ||||||||||||
Group turnover (a) | 18 967 | 11 631 | 3 296 | 8 038 | 5 650 | 47 582 | ||||||
Share of turnover of joint ventures | 108 | 77 | 216 | 53 | 30 | 484 | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Total turnover (a) | 19 075 | 11 708 | 3 512 | 8 091 | 5 680 | 48 066 | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Group operating profit BEIA | 2 402 | 1 476 | 338 | 901 | 612 | 5 729 | ||||||
Exceptional items | (562) | (1 132) | (16) | (109) | (173) | (1 992) | ||||||
Amortisation of goodwill and intangibles | (143) | (179) | (1) | (16) | (96) | (435) | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Group operating profit | 1 697 | 165 | 321 | 776 | 343 | 3 302 | ||||||
Share of operating profit of joint ventures | 18 | 24 | 8 | 5 | 2 | 57 | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating profit | 1 715 | 189 | 329 | 781 | 345 | 3 359 | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating profit BEIA (b) | 2 420 | 1 500 | 351 | 909 | 614 | 5 794 | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating assets (c) | 12 174 | 11 891 | 1 075 | 1 487 | 7 526 | 34 153 | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1999 | ||||||||||||
Group turnover (a) | 18 040 | 8 838 | 3 048 | 6 723 | 4 328 | 40 977 | ||||||
Share of turnover of joint ventures | 91 | 64 | 98 | 2 | 30 | 285 | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Total turnover (a) | 18 131 | 8 902 | 3 146 | 6 725 | 4 358 | 41 262 | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Group operating profit BEIA | 2 234 | 974 | 287 | 669 | 431 | 4 595 | ||||||
Exceptional items | (96) | (126) | 15 | (18) | (44) | (269) | ||||||
Amortisation of goodwill and intangibles | (7) | (1) | | (9) | (6) | (23) | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Group operating profit | 2 131 | 847 | 302 | 642 | 381 | 4 303 | ||||||
Share of operating profit of joint ventures | 16 | 22 | 3 | (1) | 2 | 42 | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating profit | 2 147 | 869 | 305 | 641 | 383 | 4 345 | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating profit BEIA (b) | 2 250 | 996 | 290 | 668 | 433 | 4 637 | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
The analysis of turnover by
geographical area is stated on the basis of origin. Turnover on a destination
basis would not be materially different. Inter-segment sales between
operational segments and between geographical areas are not material. For the
United Kingdom and the Netherlands, the combined Group turnover was
5 705 million (2000:
5 377 million; 1999:
4 990 million) and the
combined Group operating profit was
1 226 million (2000:
716 million, 1999:
721 million).
|
(b)
|
In 2001 the Groups share
of amortisation of goodwill and intangibles in joint ventures was
(36) million (2000:
(8) million; 1999: nil), of
which
(22) million (2000:
(5) million) arose in Africa,
Middle East and Turkey and
(14) million (2000:
(3) million) arose in Asia and
Pacific. These amounts, which all arise within the Culinary and Frozen Foods
segment, are taken into account in the calculation of Total operating profit
BEIA.
|
(c)
|
For definition see page
91.
|
Unilever Annual Report & Accounts and Form 20-F 2001
NOTES TO THE CONSOLIDATED ACCOUNTS |
>
58
|
||
Unilever Group |
1 Segmental information continued | |||||||||||||||
million
|
|
million
|
|
million
|
|
million
|
|
million
|
million
|
|
million
|
|
|||
Analysis by operation |
Oil & dairy
based foods
and bakery
|
|
Ice cream &
beverages
|
|
Culinary &
frozen foods
|
|
Home care &
professional
cleaning
|
|
Personal
care
|
Other
operations
|
|
Total
|
|
||
|
|||||||||||||||
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2001 | |||||||||||||||
Group turnover | 8 585 | 7 695 | 11 875 | 10 432 | 12 307 | 620 | 51 514 | ||||||||
Share of turnover of joint ventures | 128 | 143 | 370 | 35 | 3 | 13 | 692 | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total turnover | 8 713 | 7 838 | 12 245 | 10 467 | 12 310 | 633 | 52 206 | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Group operating profit BEIA | 1 314 | 829 | 1 879 | 885 | 2 217 | 25 | 7 149 | ||||||||
Exceptional items | (292) | (364) | 293 | (201) | (49) | 25 | (588) | ||||||||
Amortisation of goodwill | |||||||||||||||
and intangibles | (132) | (42) | (1 182) | (18) | (11) | (2) | (1 387) | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Group operating profit | 890 | 423 | 990 | 666 | 2 157 | 48 | 5 174 | ||||||||
Share of operating profit of | |||||||||||||||
joint ventures | 20 | 41 | 21 | 1 | 2 | (1) | 84 | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating profit | 910 | 464 | 1 011 | 667 | 2 159 | 47 | 5 258 | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating profit BEIA (b) | 1 334 | 870 | 1 936 | 886 | 2 219 | 24 | 7 269 | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating assets (c) | 2 297 | 2 483 | 24 313 | 1 540 | 1 312 | 385 | 32 330 | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2000 | |||||||||||||||
Group turnover | 7 930 | 7 601 | 8 367 | 10 258 | 12 567 | 859 | 47 582 | ||||||||
Share of turnover of joint ventures | 110 | 222 | 87 | 26 | 22 | 17 | 484 | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total turnover | 8 040 | 7 823 | 8 454 | 10 284 | 12 589 | 876 | 48 066 | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Group operating profit BEIA | 1 044 | 647 | 1 058 | 917 | 2 034 | 29 | 5 729 | ||||||||
Exceptional items | (22) | (260) | (322) | (323) | (1 069) | 4 | (1 992) | ||||||||
Amortisation of goodwill | |||||||||||||||
and intangibles | (64) | (20) | (326) | (16) | (7) | (2) | (435) | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Group operating profit | 958 | 367 | 410 | 578 | 958 | 31 | 3 302 | ||||||||
Share of operating profit of | |||||||||||||||
joint ventures | 16 | 31 | 12 | | | (2) | 57 | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating profit | 974 | 398 | 422 | 578 | 958 | 29 | 3 359 | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating profit BEIA (b) | 1 060 | 678 | 1 078 | 917 | 2 034 | 27 | 5 794 | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating assets (c) | 3 313 | 2 518 | 24 587 | 1 983 | 1 582 | 170 | 34 153 | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1999 | |||||||||||||||
Group turnover | 7 278 | 6 637 | 6 424 | 9 106 | 10 675 | 857 | 40 977 | ||||||||
Share of turnover of joint ventures | 70 | 132 | 4 | 20 | 37 | 22 | 285 | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total turnover | 7 348 | 6 769 | 6 428 | 9 126 | 10 712 | 879 | 41 262 | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Group operating profit BEIA | 783 | 601 | 663 | 858 | 1 582 | 108 | 4 595 | ||||||||
Exceptional items | (75) | (50) | (120) | (34) | (37) | 47 | (269) | ||||||||
Amortisation of goodwill | |||||||||||||||
and intangibles | (5) | (8) | (1) | (5) | (3) | (1) | (23) | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Group operating profit | 703 | 543 | 542 | 819 | 1 542 | 154 | 4 303 | ||||||||
Share of operating profit of | |||||||||||||||
joint ventures | 10 | 31 | | (1) | 1 | 1 | 42 | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating profit | 713 | 574 | 542 | 818 | 1 543 | 155 | 4 345 | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating profit BEIA (b) | 793 | 632 | 663 | 857 | 1 583 | 109 | 4 637 | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unilever Annual Report & Accounts and Form 20-F 2001
Financial Statements |
NOTES TO THE CONSOLIDATED ACCOUNTS | > 59 |
Unilever Group |
1 Segmental information continued
Additional segmental
information as required by SFAS 131
Unilever is
organised as a matrix; accordingly, segmental information is provided in
accordance with SFAS 131 on the basis of product categories. For management
reporting purposes Unilever uses a number of measures of segment performance at
constant average rates of exchange (that is, the same rates as in the preceding
year). The internal management measure of profit which is most consistent with
operating profit reported in the accounts is Trading Result. This
measure differs from operating profit, mainly because it excludes amortisation
of goodwill and intangibles and includes depreciation on the basis of
replacement cost. There are a number of additional adjustments, including the
application of an inflation charge on working capital which is added back in
order to arrive at operating profit, and certain other statistical items.
Tangible fixed assets are measured at depreciated replacement cost for
management reporting purposes.
Analysis by operation |
million
Oil & dairy
based foods
and bakery
|
million
Ice cream &
beverages
|
million
Culinary &
frozen foods
|
million
Home care &
professional
cleaning
|
million
Personal
care
|
million
Other
operations
|
|
million
Total
|
||||||
|
|
|||||||||||||
2001 | ||||||||||||||
Group turnover | ||||||||||||||
At constant 2000 exchange rates | 8 723 | 7 823 | 11 976 | 10 848 | 12 681 | 632 | 52 683 | |||||||
Exchange rate adjustments | (138) | (128) | (101) | (416) | (374) | (12) | (1 169) | |||||||
|
|
|||||||||||||
At current 2001 exchange rates | 8 585 | 7 695 | 11 875 | 10 432 | 12 307 | 620 | 51 514 | |||||||
|
|
|||||||||||||
Trading result | ||||||||||||||
At constant 2000 exchange rates | 1 001 | 471 | 2 240 | 660 | 2 255 | 61 | 6 688 | |||||||
Exchange rate adjustments | 1 | 4 | (8) | (30) | (74) | (2) | (109) | |||||||
|
|
|||||||||||||
At current 2001 exchange rates | 1 002 | 475 | 2 232 | 630 | 2 181 | 59 | 6 579 | |||||||
|
|
|||||||||||||
Amortisation of goodwill | ||||||||||||||
and intangibles | (1 387) | |||||||||||||
Other adjustments | (18) | |||||||||||||
|
|
|||||||||||||
Group operating profit | 5 174 | |||||||||||||
|
|
|||||||||||||
|
|
|||||||||||||
2000 | ||||||||||||||
Group turnover | ||||||||||||||
At constant 1999 exchange rates | 7 420 | 7 002 | 7 832 | 9 439 | 11 321 | 779 | 43 793 | |||||||
Exchange rate adjustments | 510 | 599 | 535 | 819 | 1 246 | 80 | 3 789 | |||||||
|
|
|||||||||||||
At current 2000 exchange rates | 7 930 | 7 601 | 8 367 | 10 258 | 12 567 | 859 | 47 582 | |||||||
|
|
|||||||||||||
Trading result | ||||||||||||||
At constant 1999 exchange rates | 965 | 414 | 691 | 519 | 909 | 27 | 3 525 | |||||||
Exchange rate adjustments | 47 | 34 | 70 | 34 | 44 | (1) | 228 | |||||||
|
|
|||||||||||||
At current 2000 exchange rates | 1 012 | 448 | 761 | 553 | 953 | 26 | 3 753 | |||||||
|
|
|||||||||||||
Amortisation of goodwill | ||||||||||||||
and intangibles | (435) | |||||||||||||
Other adjustments | (16) | |||||||||||||
|
|
|||||||||||||
Group operating profit | 3 302 | |||||||||||||
|
|
|||||||||||||
|
|
|||||||||||||
1999 | ||||||||||||||
Group turnover | ||||||||||||||
At constant 1998 exchange rates | 7 345 | 6 651 | 6 468 | 9 327 | 10 629 | 824 | 41 244 | |||||||
Exchange rate adjustments | (67) | (14) | (44) | (221) | 46 | 33 | (267) | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At current 1999 exchange rates | 7 278 | 6 637 | 6 424 | 9 106 | 10 675 | 857 | 40 977 | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trading result | ||||||||||||||
At constant 1998 exchange rates | 653 | 558 | 506 | 813 | 1 515 | 77 | 4 122 | |||||||
Exchange rate adjustments | (4) | 6 | 9 | (8) | 1 | 1 | 5 | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A t current 1999 exchange rates | 649 | 564 | 515 | 805 | 1 516 | 78 | 4 127 | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Amortisation of goodwill | ||||||||||||||
and intangibles | (23) | |||||||||||||
Other adjustments | 199 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Group operating profit | 4 303 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unilever Annual Report & Accounts and Form 20-F 2001
NOTES TO THE CONSOLIDATED ACCOUNTS |
>
60
|
||
Unilever Group |
1 Segmental
information
continued
Analysis by operation |
million
Oil & dairy
based foods
and bakery
|
|
million
Ice cream &
beverages
|
|
million
Culinary &
frozen foods
|
|
million
Home care &
professional
cleaning
|
|
million
Personal
care
|
|
million
Other
operations
|
|
million
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortisation | ||||||||||||||
2001 | ||||||||||||||
At constant 2000 exchange rates | 390 | 433 | 1 556 | 391 | 292 | 86 | 3 148 | |||||||
Exchange rate adjustments | (3) | (12) | (23) | (11) | (5) | (1) | (55) | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At current 2001 exchange rates | 387 | 421 | 1 533 | 380 | 287 | 85 | 3 093 | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Other adjustments | (248) | |||||||||||||
|
|
|||||||||||||
Charged to profit and loss account | 2 845 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2000 | ||||||||||||||
At constant 1999 exchange rates | 314 | 335 | 541 | 433 | 364 | 75 | 2 062 | |||||||
Exchange rate adjustments | 22 | 26 | 52 | 26 | 26 | 4 | 156 | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At current 2000 exchange rates | 336 | 361 | 593 | 459 | 390 | 79 | 2 218 | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Other adjustments | (264) | |||||||||||||
|
||||||||||||||
Charged to profit and loss account | 1 954 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1999 | ||||||||||||||
At constant 1998 exchange rates | 264 | 349 | 200 | 282 | 245 | 66 | 1 406 | |||||||
Exchange rate adjustments | (2) | (1) | 1 | (1) | 2 | | (1) | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At current 1999 exchange rates | 262 | 348 | 201 | 281 | 247 | 66 | 1 405 | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Other adjustments | (258) | |||||||||||||
|
|
|||||||||||||
Charged to profit and loss account | 1 147 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditure | ||||||||||||||
2001 | ||||||||||||||
At constant 2000 exchange rates | 203 | 308 | 312 | 374 | 327 | 28 | 1 552 | |||||||
Exchange rate adjustments | (1) | (7) | (5) | (14) | (9) | (3) | (39) | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At current 2001 exchange rates | 202 | 301 | 307 | 360 | 318 | 25 | 1 513 | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2000 | ||||||||||||||
At constant 1999 exchange rates | 169 | 294 | 195 | 345 | 220 | 30 | 1 253 | |||||||
Exchange rate adjustments | 9 | 22 | 15 | 29 | 25 | 3 | 103 | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At current 2000 exchange rates | 178 | 316 | 210 | 374 | 245 | 33 | 1 356 | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1999 | ||||||||||||||
At constant 1998 exchange rates | 185 | 368 | 163 | 311 | 270 | 36 | 1 333 | |||||||
Exchange rate adjustments | (1) | (17) | (8) | (2) | (2) | 1 | (29) | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At current 1999 exchange rates | 184 | 351 | 155 | 309 | 268 | 37 | 1 304 | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unilever Annual Report & Accounts and Form 20-F 2001
Financial Statements |
NOTES TO THE CONSOLIDATED ACCOUNTS |
>
61
|
Unilever Group |
1 Segmental
information
continued
million
|
million
|
million
|
million
|
million
|
million
|
million
|
||||||||
Analysis by operation |
Oil & dairy
based foods and bakery |
Ice cream &
beverages |
Culinary &
frozen foods |
Home care &
professional cleaning |
Personal
care |
Other
operations |
Total
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets | ||||||||||||||
2001 | ||||||||||||||
Total assets by operation | 5 351 | 4 799 | 28 887 | 4 716 | 5 469 | 1 918 | 51 140 | |||||||
Corporate | 2 672 | |||||||||||||
Other adjustments | (853) |
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
52 959 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2000 | ||||||||||||||
Total assets by operation | 5 768 | 4 857 | 29 712 | 5 580 | 5 033 | 1 454 | 52 404 | |||||||
Corporate | 5 963 | |||||||||||||
Other adjustments | (727) |
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
57 640 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
million
United Kingdom & Netherlands |
million
United States |
million
Other |
million
Total |
|||||
Additional geographic analysis | ||||||||
|
|
|
|
|
|
|
|
|
Group turnover | ||||||||
2001 | ||||||||
At constant 2000 exchange rates | 5 794 | 12 278 | 34 611 | 52 683 | ||||
Exchange rate adjustments | (89) | 348 | (1 428) | (1 169) |
|
|||
|
|
|
|
|
|
|
|
|
At current 2001 exchange rates | 5 705 | 12 626 | 33 183 | 51 514 | ||||
|
|
|
|
|
|
|
|
|
2000 | ||||||||
At constant 1999 exchange rates | 5 077 | 9 153 | 29 563 | 43 793 | ||||
Exchange rate adjustments | 300 | 1 466 | 2 023 | 3 789 | ||||
|
|
|
|
|
|
|
|
|
At current 2000 exchange rates | 5 377 | 10 619 | 31 586 | 47 582 | ||||
|
|
|
|
|
|
|
|
|
1999 | ||||||||
At constant 1998 exchange rates | 4 930 | 7 672 | 28 642 | 41 244 | ||||
Exchange rate adjustments | 60 | 324 | (651) | (267) |
|
|||
|
|
|
|
|
|
|
|
|
At current 1999 exchange rates | 4 990 | 7 996 | 27 991 | 40 977 | ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tangible fixed assets | ||||||||
2001 | 1 634 | 2 131 | 5 475 | 9 240 | ||||
2000 | 1 675 | 2 226 | 5 938 | 9 839 | ||||
|
|
|
|
|
|
|
|
|
Unilever Annual Report & Accounts and Form 20-F 2001
NOTES TO THE CONSOLIDATED ACCOUNTS | > 62 |
Unilever Group |
2 Operating costs | ||||||
million
2001 |
million
2000 |
million
1999 |
||||
|
|
|
|
|
|
|
Cost of sales | (26 962) |
|
(25 221) |
|
(22 241) |
|
Distribution and selling costs | (12 543) |
|
(12 045) |
|
(10 126) |
|
Administrative expenses (a) | (6 835) |
|
(7 014) |
|
(4 307) |
|
|
|
|
|
|
|
|
Total operating costs | (46 340) |
|
(44 280) |
|
(36 674) |
|
|
|
|
|
|
|
|
Gross profit | 24 552 | 22 361 | 18 736 | |||
|
|
|
|
|
|
|
(a) Includes amortisation of goodwill and intangibles. | ||||||
million
2001 |
million
2000 |
million
1999 |
||||
|
|
|
|
|
|
|
Operating costs include: | ||||||
Staff costs 3 | (7 131) | (6 905) | (5 828) | |||
Raw materials and packaging | (19 924) | (18 085) | (17 531) | |||
Amortisation of goodwill and | ||||||
intangibles (b) | (1 387) | (435) | (23) | |||
Depreciation of tangible fixed assets (c) | (1 458) | (1 519) | (1 124) | |||
Advertising and promotions | (6 648) | (6 545) | (5 345) | |||
Research and development | (1 178) | (1 187) | (935) | |||
Remuneration of auditors: | ||||||
Audit fees | (16) | (14) | (12) | |||
Audit related services | (11) | (10) | (3) | |||
Other payments to | ||||||
PricewaterhouseCoopers | ||||||
for non-audit services: | ||||||
Tax | (5) | (4) | (14) | |||
General consulting | (60) | (42) | (18) | |||
Lease rentals: | ||||||
Minimum lease payments | (548) | (563) | (479) | |||
Contingent lease payments | (28) | (8) | (11) | |||
|
|
|
|
|
|
|
(576) | (571) | (490) | ||||
Less: Sub-lease income | 10 | 12 | 10 | |||
|
|
|
|
|
|
|
(566) | (559) | (480) | ||||
|
|
|
|
|
|
|
of which: | ||||||
Plant and machinery | (147) | (148) | (109) | |||
Other | (419) | (411) | (371) | |||
|
|
|
|
|
|
|
(b)
Includes
exceptional amount of
(8) million in
2001.
(c) Includes exceptional amount of (263) million in 2001. See also the information relating to auditors within the Corporate Governance section on pages 36 and 37. |
3 Staff costs and employees
million
2001 |
million
2000 |
million
1999 |
||||
|
|
|
|
|
|
|
Staff costs: | ||||||
Remuneration of employees | (6 021) | (5 828) | (4 899) | |||
Emoluments of directors as managers | (18) | (13) | (11) | |||
Pension costs: | ||||||
Defined benefit schemes: |
||||||
Regular cost |
(381) | (324) | (252) | |||
Special termination benefits |
(78)
|
(88)
|
(44)
|
|||
Other |
(110) | (117) | (111) | |||
Amortisation of surpluses/deficits 17 |
370 | 309 | 243 | |||
Defined contribution schemes | (24) | (8) | (4) | |||
Post-retirement health benefits |
(103)
|
(77)
|
(59)
|
|||
Social security costs | (766) | (759) | (691) | |||
|
|
|
|
|
|
|
Total staff costs |
(7
131)
|
(6 905)
|
(5 828)
|
|||
|
|
|
|
|
|
|
Details of the remuneration of directors which form part of these accounts are given in the following sections of the Remuneration report: Directors pensions on pages 42 to 44; Directors emoluments on page 46; Share options on pages 46 to 48 and Advisory Directors on page 48.
The average number of employees during the year was:
000
2001 |
000
2000 |
000
1999 |
||||
|
|
|
|
|
|
|
Europe | 75 | 74 | 77 | |||
North America | 30 | 27 | 22 | |||
Africa, Middle East and Turkey | 49 | 48 | 54 | |||
Asia and Pacific | 84 | 79 | 72 | |||
Latin America | 41 | 33 | 30 | |||
|
|
|
|
|
|
|
Total | 279 | 261 | 255 | |||
|
|
|
|
|
|
|
4 Exceptional items |
million
2001 |
million
2000 |
million
1999 |
||||
|
|
|
|
|
|
|
Included in operating profit | ||||||
Restructuring | (1 515) | (1 150) | (232) | |||
Other, principally business | ||||||
disposals | 927 | (842) | (37) | |||
|
|
|
|
|
|
|
Total | (588) | (1 992) | (269) | |||
|
|
|
|
|
|
|
These amounts are mainly included in administrative expenses.
Exceptional items are those items within ordinary activities which, because of their size or nature, are disclosed to give a proper understanding of the underlying result for the period. These include restructuring charges in connection with reorganising businesses (comprising impairment of fixed assets, costs of severance, and other costs directly attributable to the restructuring), and profits and losses on disposal of businesses. Costs associated with restructuring, such as training and information technology development costs, are recognised as they arise and are not treated as exceptional.
The exceptional item charges in 2001 and 2000 principally relate to a series of linked initiatives (the Path to Growth), announced on 22 February 2000 to align the organisation behind plans for accelerating growth and expanding margins and to restructuring
Unilever Annual Report & Accounts and Form 20-F 2001
Financial Statements |
NOTES TO THE CONSOLIDATED ACCOUNTS | > 63 |
Unilever Group |
4 Exceptional items
continued
arising from the
integration of Bestfoods. The total net cost of these programmes is estimated
to be
6.2 billion over five years,
most of which is expected to be exceptional restructuring costs. Provisions for
these costs and asset write downs are being recognised as necessary
consultations are completed and plans finalised. In 2001
1.8 billion has been
charged to the accounts, of which net
1.4 billion is exceptional. To
date the total incurred is
3.9 billion of which
3.4 billion is exceptional.
Also in exceptional items in 2001 is the profit on the sale of
811 million in
respect of the brands to secure regulatory approval for our acquisition of
Bestfoods.
In 2000 these amounts included a profit of 143 million on the disposal of the European bakery businesses and a loss of 859 million on the agreed disposal of Elizabeth Arden.
5 Interest
million
2001 |
|
million
2000 |
|
million
1999 |
||
|
|
|||||
Interest payable and similar charges: | ||||||
Bank loans and overdrafts | (451) | (221) | (159) | |||
Bonds and other loans | (1 463) | (787) | (290) | |||
Interest receivable and similar income |
210
|
|
374
|
|
422
|
|
Exchange differences | (3) | 12 | 13 | |||
|
|
|||||
(1 707) | (622) | (14) | ||||
Less: interest capitalised
on
businesses held for resale |
61
|
|
27
|
|
|
|
Add: exceptional interest | | (37) | | |||
|
|
|||||
Total | (1 646) | (632) | (14) | |||
|
|
Exceptional interest in 2000 principally comprised fees paid on the unused financing facility put in place prior to the acquisition of Bestfoods.
6 Taxation on profit on ordinary activities
million
2001 |
|
million
2000 |
|
million
1999 |
||
|
|
|||||
Parent and group companies (a)(b) | (1 522) | (1 392) | (1 364) | |||
Joint ventures | (25) | (11) | (5) | |||
|
|
|||||
Total | (1 547) | (1 403) | (1 369) | |||
|
|
|||||
Of
which:
Adjustments to previous years |
||||||
United Kingdom taxes | (3) | (5) | (18) | |||
Other taxes | 61 | 36 | 150 | |||
|
|
|||||
(a) United Kingdom | ||||||
Corporation Tax at 30.0% | (381) | (455) | (445) | |||
less: double tax relief | 140 | 334 | 241 | |||
plus: non-United Kingdom taxes | (1 281) | (1 271) | (1 160) | |||
|
|
|||||
(1 522) | (1 392) | (1 364) | ||||
|
|
|||||
(b) Of which, tax on exceptional items amounted to |
232
|
|
283
|
|
84
|
|
|
|
|||||
Deferred taxation has been
included
on a full provision basis for: Accelerated depreciation |
87
|
|
119
|
|
85
|
|
Other | (207) | 153 | 83 | |||
|
|
|||||
(120) | 272 | 168 | ||||
|
|
million
2001 |
|
million
2000 |
|
million
1999 |
||
|
|
|||||
On SSAP 15 basis the
credit/(charge) for deferred taxation would be:
|
(131)
|
|
262
|
|
140
|
|
Profit on ordinary activities after taxation on SSAP 15 basis would be: |
2 066
|
|
1 310
|
|
2 944
|
|
|
|
Europe is Unilevers domestic tax base. The reconciliation between the computed rate of income tax expense which is generally applicable to Unilevers European companies and the actual rate of taxation charged, expressed in percentages of the profit of ordinary activities before taxation is as follows:
%
2001 |
|
%
2000 |
|
%
1999 |
||
|
|
|||||
Computed rate of
tax
(see below) |
33
|
|
32
|
|
32
|
|
Differences due to:
Other rates applicable to non-European countries |
(1)
|
|
2
|
|
2
|
|
Incentive tax credits | (3) | (2) | (2) | |||
Withholding tax on dividends | 3 | 3 | 2 | |||
Adjustments to previous years | (2) | (2) | (3) | |||
Non-deductible goodwill impairment | | 13 | | |||
Non-deductible goodwill amortisation | 12 | 4 | | |||
Other | 1 | 2 | 1 | |||
|
|
|||||
Actual rate of tax | 43 | 52 | 32 | |||
|
|
In the above reconciliation, the computed rate of tax is the average of the standard rate of tax applicable in the European countries in which Unilever operates, weighted by the amount of profit on ordinary activities before taxation generated in each of those countries.
Analyses of European and non-European profit on ordinary activities before taxation, and of the actual taxation charge thereon, are as follows:
million
2001 |
million
2000 |
|
million
1999 |
|||
|
|
|||||
Profit on ordinary activities before taxation | ||||||
Europe:
Parent and group companies |
2 429
|
|
1 796
|
|
2 345
|
|
Joint ventures | 21 | 14 | 12 | |||
|
|
|||||
2 450 | 1 810 | 2 357 | ||||
|
|
|||||
Outside Europe:
Group companies |
1 111
|
|
871
|
|
1 959
|
|
Joint ventures | 63 | 42 | 25 | |||
|
|
|||||
1 174 | 913 | 1 984 | ||||
|
|
|||||
Total | 3 624 | 2 723 | 4 341 | |||
|
|
Unilever Annual Report & Accounts and Form 20-F 2001
NOTES TO THE CONSOLIDATED ACCOUNTS | > 64 |
Unilever Group |
6 Taxation on profit on ordinary activities continued
million
2001 |
|
million
2000 |
|
million
1999 |
||
|
|
|||||
Taxation on profit on ordinary
activities
Europe: Parent and group companies Taxes payable |
(760)
|
|
(942)
|
|
(750)
|
|
Deferred taxation | (114) | 289 | 128 | |||
of which: | ||||||
Accelerated depreciation | 62 | 116 | 92 | |||
Other | (176) | 173 | 36 | |||
Joint ventures | (6) | (5) | (4) | |||
|
|
|||||
(880) | (658) | (626) | ||||
|
|
|||||
Outside Europe: | ||||||
Group companies | ||||||
Taxes payable | (642) | (722) | (782) | |||
Deferred taxation | (6) | (17) | 40 | |||
of which: | ||||||
Accelerated depreciation | 25 | 3 | (7) | |||
Other | (31) | (20) | 47 | |||
Joint ventures | (19) | (6) | (1) | |||
|
|
|||||
(667) | (745) | (743) | ||||
|
|
|||||
Total | (1 547) | (1 403) | (1 369) | |||
|
|
7 Combined earnings per share
2001 |
|
2000 |
|
1999 |
||
|
|
|||||
Per 0.51 share of NV ordinary capital: | ||||||
Basic earnings per share | 1.82 | 1.07 | 2.63 | |||
Basic earnings per share
before
exceptional items and amortisation of goodwill and intangibles |
3.55
|
|
3.21
|
|
2.83
|
|
Diluted earnings per share | 1.77 | 1.05 | 2.57 | |||
Earnings per share on SSAP 15 basis | 1.81 | 1.06 | 2.60 | |||
|
|
|||||
cents
2001 |
|
cents
2000 |
|
cents
1999 |
||
|
|
|||||
Per 1.4p share of PLC ordinary capital: | ||||||
Basic earnings per share | 27.27 | 16.08 | 39.48 | |||
Basic earnings per share
before
exceptional items and amortisation of goodwill and intangibles |
53.29
|
|
48.20
|
|
42.44
|
|
Diluted earnings per share | 26.54 | 15.69 | 38.50 | |||
Earnings per share on SSAP 15 basis | 27.10 | 15.94 | 39.06 | |||
|
|
Basis of
calculation:
The
calculations of combined earnings per share are based on the net profit
attributable to ordinary capital divided by the average number of share units
representing the combined ordinary capital of NV and PLC in issue during the
year, after deducting shares held to meet Unilever employee share options which
are not yet vested. For the calculation of combined ordinary capital the
exchange rate of £1 = Fl. 12 =
5.445 has been used, in
accordance with the Equalisation Agreement.
Earnings per share before exceptional items and amortisation of goodwill and intangibles is provided because the directors believe it better explains the ongoing trends in the Groups performance.
The calculations of diluted earnings per share are based on (a) conversion into PLC ordinary shares of the shares in a group company which are convertible in the year 2038 as described in Control of Unilever on page 110, and (b) the exercise of share options, details of which are set out in note 28 on pages 79 to 87.
Calculation of average number of share units:
Millions of 0.51 share units | |||||||
2001
|
|
2000
|
|
1999
|
|||
|
|
||||||
Average ordinary capital: | NV | 571.6 | 571.6 | 601.7 | |||
PLC | 436.7 | 436.7 | 459.8 | ||||
less: shares held by employee
share
trusts and companies |
(25.5)
|
|
(19.1)
|
|
(16.3)
|
||
|
|
||||||
Combined average number of
share
units for all bases except diluted earnings per share |
982.8
|
|
989.2
|
|
1 045.2
|
||
add: shares issuable in 2038 | 23.6 | 23.6 | 23.6 | ||||
add: shares under option | 23.5 | 17.2 | 14.3 | ||||
less: shares issuable at fair value | (19.9) | (15.7) | (11.4) | ||||
|
|
||||||
Adjusted combined average
number
of share units for diluted earnings per share basis |
1 010.0
|
|
1 014.3
|
|
1 071.7
|
||
|
|
Millions of 1.4p share units | |||||||
2001
|
|
2000
|
|
1999
|
|||
|
|
||||||
Average ordinary capital: | NV | 3 810.5 | 3 810.5 | 4 011.5 | |||
PLC | 2 911.5 | 2 911.5 | 3 065.0 | ||||
less: shares held by employee share | |||||||
trusts and companies | (169.7) | (127.2) | (108.6) | ||||
|
|
||||||
Combined average number of
share
units for all bases except diluted earnings per share |
6 552.3
|
|
6 594.8
|
|
6 967.9
|
|
|
add: shares issuable in 2038 | 157.5 | 157.5 | 157.5 | ||||
add: shares under option | 156.3 | 114.6 | 95.1 | ||||
less: shares issuable at fair value | (132.7) | (105.1) | (75.8) | ||||
|
|
||||||
Adjusted combined average
number
of share units for diluted earnings per share basis |
6 733.4
|
|
6 761.8
|
|
7 144.7
|
|
|
|
|
Calculation of net profit:
million
2001 |
|
million
2000 |
|
million
1999 |
||
|
|
|||||
Net profit | 1 838 | 1 105 | 2 771 | |||
less: preference dividends | (51) | (44) | (20) | |||
|
|
|||||
Net
profit attributable to ordinary
capital for basic and diluted earnings per share calculations |
1 787
|
|
1 061
|
|
2 751
|
|
add: exceptional items net of tax | 334 | 1 709 | 185 | |||
add: amortisation of goodwill
and
intangibles net of tax |
1 371
|
|
409
|
|
21
|
|
|
|
|||||
Net
profit attributable before
exceptional items and amortisation |
3 492
|
|
3 179
|
|
2 957
|
|
|
|
|||||
Net
profit attributable to ordinary
capital before adjustment |
1 787
|
|
1 061
|
|
2 751
|
|
SSAP 15 tax adjustment | (11) | (10) | (28) | |||
|
|
|||||
Net
profit attributable to ordinary
capital on SSAP 15 basis |
1 776
|
|
1 051
|
|
2 723
|
|
|
|
Unilever Annual Report & Accounts and Form 20-F 2001
Financial Statements |
NOTES TO THE CONSOLIDATED ACCOUNTS | > 65 |
Unilever Group |
8 Dividends on ordinary capital
million
|
million
2000 |
million
1999 |
||||
|
|
|
|
|
|
|
Dividends on ordinary capital | ||||||
Interim | (491) | (475) | (389) | |||
Final | (1 039) | (939) | (856) | |||
|
|
|
|
|
|
|
Total | (1 530) | (1 414) | (1 245) | |||
|
|
|
|
|
|
|
2001 |
2000 |
1999 |
||||
|
|
|
|
|
|
|
Dividends per 0.51 share of | ||||||
NV ordinary capital | ||||||
Interim | 0.50 | 0.48 | 0.40 | |||
Final | 1.06 | 0.95 | 0.87 | |||
|
|
|
|
|
|
|
Total | 1.56 | 1.43 | 1.27 | |||
|
|
|
|
|
|
|
Pence
2001 |
Pence
2000 |
Pence
1999 |
||||
|
|
|
|
|
|
|
Dividends per 1.4p share of | ||||||
PLC ordinary capital | ||||||
Interim | 4.65 | 4.40 | 3.93 | |||
Final | 9.89 | 8.67 | 8.57 | |||
|
|
|
|
|
|
|
Total | 14.54 | 13.07 | 12.50 | |||
|
|
|
|
|
|
|
In 1999 and prior years, NV dividends were declared and paid in guilders. For comparative purposes, guilder values have been converted into euros in this table using the official rate of 1.00 = Fl. 2.20371. Full details of dividends for the years 1997 to 2001 are given on page 116.
9 Goodwill and intangible assets (a) | |||
million
2001 |
million
2000 |
||
|
|
|
|
At cost less amortisation | |||
Goodwill | 18 848 | 25 256 | |
Intangible assets | 6 249 | 1 211 | |
|
|
|
|
25 097 | 26 467 | ||
|
|
|
|
Movements during 2001 |
million
Goodwill |
million
Intangible assets |
|
|
|
|
|
Cost | |||
1 January | 25 662 | 1 255 | |
Bestfoods adjustment (see note 24 ) | (5 538) | 5 440 | |
Acquisitions/disposals | 124 | (31) | |
Currency retranslation | (22) | 38 | |
|
|
|
|
31 December | 20 226 | 6 702 | |
|
|
|
|
Amortisation | |||
1 January | 406 | 44 | |
Bestfoods adjustment (see note 24 ) | (68) | 68 | |
Disposals | (1) | | |
Charged to profit and loss account (b) | 1 048 | 339 | |
Currency retranslation | (7) | 2 | |
|
|
|
|
31 December | 1 378 | 453 | |
|
|
|
|
Net book value 31 December | 18 848 | 6 249 | |
|
|
|
|
(a) | Arising on businesses purchased after 1 January 1998. |
(b) | Including exceptional write down arising on disposal/restructuring of 8 million. |
Intangible assets principally consist of trademarks.
10 Tangible fixed assets | |||||
million
2001 |
million
2000 |
||||
|
|
|
|
|
|
At cost less depreciation: | |||||
Land and buildings (a) | 3 106 | 3 212 | |||
Plant and machinery | 6 134 | 6 627 | |||
|
|
|
|
|
|
Total | 9 240 | 9 839 | |||
|
|
|
|
|
|
(a) includes: freehold land | 383 | 380 | |||
leasehold land (mainly long-term leases) | 84 | 70 | |||
|
|
|
|
|
|
Approximate current
replacement cost
of tangible fixed assets net of accumulated current cost depreciation |
10 529
|
10 982
|
|||
|
|
|
|
|
|
On a current replacement cost
basis the
depreciation charge to the profit and loss account would have been increased by |
(248)
|
(264)
|
|||
|
|
|
|
|
|
Commitments for capital expenditure at 31 December | 298 | 392 | |||
|
|
|
|
|
|
Movements during 2001 |
million
Land and buildings |
million
Plant and machinery |
||
|
|
|
|
|
Gross | ||||
1 January | 4 829 | 14 340 | ||
Currency retranslation | 11 | (107) | ||
Capital expenditure | 156 | 1 357 | ||
Disposals | (396) | (1 346) | ||
Bestfoods adjustment (see note 24 ) | 114 | (221) | ||
Acquisitions/disposals of group companies | (71) | (499) | ||
Other adjustments | (73) | 73 | ||
|
|
|
|
|
31 December | 4 570 | 13 597 | ||
|
|
|
|
|
Depreciation | ||||
1 January | 1 617 | 7 713 | ||
Currency retranslation | 2 | (54) | ||
Disposals | (217) | (1 018) | ||
Bestfoods adjustment (see note 24 ) | 1 | (285) | ||
Acquisitions/disposals of group companies | (30) | (260) | ||
Charged to profit and loss account (b) | 136 | 1 322 | ||
Other adjustments | (45) | 45 | ||
|
|
|
|
|
31 December | 1 464 | 7 463 | ||
|
|
|
|
|
Net book value 31 December | 3 106 | 6 134 | ||
|
|
|
|
|
Includes payments on account and | ||||
assets in course of construction | 75 | 721 | ||
|
|
|
|
|
(b) | Including a charge of 263 million in respect of certain fixed assets written down to net realisable value in connection with restructuring projects, all of which was exceptional. |
Unilever Annual Report & Accounts and Form 20-F 2001
NOTES TO THE CONSOLIDATED ACCOUNTS | > 66 |
Unilever Group |
11 Fixed investments | |||||
million
2001 |
million
2000 |
||||
|
|
|
|
|
|
Share of joint ventures Assets (a) | 855 | 969 | |||
Liabilities | (147) | (152) | |||
|
|
|
|
|
|
Net assets of joint ventures | 708 | 817 | |||
Other fixed investments | 176 | 340 | |||
|
|
|
|
|
|
Total fixed investments | 884 | 1 157 | |||
|
|
|
|
|
|
Investments listed on a | |||||
recognised stock exchange | 21 | 24 | |||
Unlisted investments | 863 | 1 133 | |||
|
|
|
|
|
|
884 | 1 157 | ||||
|
|
|
|
|
|
Market value of listed investments | 21 | 24 | |||
|
|
|
|
|
|
Movements during the year: | |||||
1 January | 1 157 | ||||
Acquisitions/disposals | 28 | ||||
Bestfoods adjustment (see note 24 ) | (196) | ||||
Currency retranslation | (52) | ||||
Additions/reductions | (25) | ||||
Share of profits retained of joint ventures | (28) | ||||
|
|
|
|
|
|
31 December | 884 | ||||
|
|
|
|
|
(a) |
Includes goodwill on
consolidation of
513 million, the amortisation
charge for which, taken within share of operating profit of joint ventures, was
(36) million in 2001 (2000:
(8) million).
|
million
2001 |
million
2000 |
million
1999 |
||||
|
|
|
|
|
|
|
Other income from fixed
investments |
||||||
Share of interest payable and | ||||||
other income of joint ventures | (5) | (1) | (5) | |||
Income from other fixed investments | 7 | 3 | 10 | |||
Profit/(loss) on disposal | 10 | (6) | 5 | |||
|
|
|
|
|
|
|
12 | (4) | 10 | ||||
|
|
|
|
|
|
|
12 Stocks |
||||
million
2001 |
million
2000 |
|||
|
|
|
|
|
Raw materials and consumables | 2 105 | 2 217 | ||
Finished goods and goods for resale | 3 238 | 3 204 | ||
|
|
|
|
|
Total stocks | 5 343 | 5 421 | ||
|
|
|
|
|
13 Debtors | ||||
million
2001 |
million
2000 |
|||
|
|
|
|
|
Due within one year: | ||||
Trade debtors | 5 344 | 5 461 | ||
Prepayments and accrued income | 548 | 498 | ||
Other debtors | 1 293 | 1 295 | ||
|
|
|
|
|
7 185 | 7 254 | |||
|
|
|
|
|
Due after more than one year: | ||||
Prepayments to funded pension schemes 17 | 917 | 748 | ||
Deferred taxation 18 | 1 670 | 1 627 | ||
Other debtors | 322 | 188 | ||
|
|
|
|
|
2 909 | 2 563 | |||
|
|
|
|
|
Total debtors | 10 094 | 9 817 | ||
|
|
|
|
|
The following information is required by Schedule 210.12-09 under Regulation S-X of the United States Securities and Exchange Commission:
|
million
2001 |
|
million
2000 |
|
million
1999 |
|
|
|
|
|
|
|
|
Provision for doubtful debtors | ||||||
Movements during the year: | ||||||
1 January | 307 | 279 | 242 | |||
Charge to profit and loss account | 96 | 84 | 85 | |||
Charged to other accounts (a) | 13 | 54 | 17 | |||
Deductions | (88) | (110) | (65) | |||
|
|
|
|
|
|
|
31 December | 328 | 307 | 279 | |||
|
|
|
|
|
|
|
(a) Includes currency retranslation of opening balances.
14 Net funds/(debt) | ||||
million
2001 |
|
million
2000 |
||
|
|
|
|
|
Current investments | ||||
Listed | 43 | 74 | ||
Unlisted | 396 | 586 | ||
|
|
|
|
|
439 | 660 | |||
|
|
|
|
|
Cash at bank and in hand | ||||
On call and in hand | 1 576 | 1 235 | ||
Repayment notice required | 286 | 1 378 | ||
|
|
|
|
|
1 862 | 2 613 | |||
|
|
|
|
|
Borrowings | ||||
Bank loans and overdrafts | (2 893) | (2 849) | ||
Bonds and other loans | (22 607) | (26 892) | ||
|
|
|
|
|
(25 500) | (29 741) | |||
|
|
|
|
|
Total net funds/(debt) | (23 199) | (26 468) | ||
|
|
|
|
|
Current investments include short-term deposits, government securities and A- or higher rated money and capital market instruments.
million
2001 |
|
million
2000 |
||
|
|
|
|
|
Borrowings additional details | ||||
The repayments fall due as follows: | ||||
Within one year: | ||||
Bank loans and overdrafts | 2 719 | 2 649 | ||
Bonds and other loans | 8 560 | 14 026 | ||
|
|
|
|
|
Total due within one year | 11 279 | 16 675 | ||
|
|
|
|
|
After one year but within two years | 5 090 | 4 036 | ||
After two years but within three years | 1 736 | 3 103 | ||
After three years but within four years | 2 257 | 721 | ||
After four years but within five years | 1 917 | 1 915 | ||
After five years: By instalments | | 3 | ||
Not by instalments | 3 221 | 3 288 | ||
|
|
|
|
|
Total due after more than one year | 14 221 | 13 066 | ||
|
|
|
|
|
Total amount repayable by instalments any of which are payable after five years |
|
|
29
|
|
|
|
|
|
|
Secured borrowings mainly bank loans and overdrafts |
24
|
|
104
|
|
|
|
|
|
|
Of which secured against tangible fixed assets | 15 | 89 | ||
|
|
|
|
|
Unilever Annual Report & Accounts and Form 20-F 2001
Financial Statements |
NOTES TO THE CONSOLIDATED ACCOUNTS | > 67 |
Unilever Group |
14 Net funds/(debt)
continued
Details of
specific bonds and other loans are as follows:
million
2001 |
million
2000 |
||||||
|
|
||||||
NV | |||||||
3.500% Bonds 2001 (Swiss Francs) | | 197 | |||||
5.125% Notes 2001 ( ) | | 153 | |||||
6.000% Notes 2001 ($) | | 215 | |||||
6.625% Notes 2001 ($) | | 269 | |||||
0.300% Notes 2001 (Japanese Yen) | | 1 358 | |||||
Floating rate notes 2001 ( ) | | 1 499 | |||||
Floating rate notes 2001 ($) | | 269 | |||||
Floating rate notes 2002 ($) | 2 541 | 2 418 | |||||
Floating rate notes 2003 ( ) | 999 | | |||||
Floating rate notes 2003 ($) | 564 | | |||||
Floating rate notes 2003 (Japanese Yen) | 430 | | |||||
4.750% Bonds 2004 ( ) | 997 | | |||||
7.250% Bonds 2004 ($) | 282 | 269 | |||||
6.500% Bonds 2004 ( ) | 159 | 159 | |||||
7.125% Bonds 2004 ( ) | 228 | 228 | |||||
6.625% Notes 2005 ($) | 226 | 215 | |||||
3.375% Bonds 2005 (Swiss Francs) | 337 | | |||||
5.125% Bonds 2006 ( ) | 997 | | |||||
5.125% Notes 2006 ($) | 561 | | |||||
Commercial paper ( ) | 797 | | |||||
Commercial paper (£) | 1 007 | | |||||
Commercial paper ($) | 1 055 | 209 | |||||
Commercial paper (Swiss Francs) | 168 | | |||||
Other | 433 | 377 | |||||
|
|
||||||
Total NV | 11 781 | 7 835 | |||||
|
|
||||||
PLC | |||||||
Sonia indexed note 2001 (£) | | 160 | |||||
Floating rate notes 2001 (£) | | 200 | |||||
Floating rate notes 2001 ($) | | 403 | |||||
Eonia indexed note 2002 ( ) | 500 | 500 | |||||
Floating rate notes 2002 ( ) | 1 000 | 999 | |||||
Floating rate notes 2002 (£) | 213 | | |||||
Commercial paper ( ) | | 731 | |||||
Commercial paper (£) | | 294 | |||||
Commercial paper ($) | | 437 | |||||
5.375% Notes 2003 ( ) | 1 249 | 1 248 | |||||
Other (a) | (6) | 96 | |||||
|
|
||||||
Total PLC | 2 956 | 5 068 | |||||
|
|
||||||
Other group companies: | |||||||
United States | |||||||
Floating rate Notes 2001 ($) | | 6 450 | |||||
6.750% Notes 2003 ( $) | 1 694 | 1 612 | |||||
6.875% Notes 2005 ( $) | 1 694 | 1 612 | |||||
6.150% Bonds 2006 ( $) | 325 | 306 | |||||
7.125% Bonds 2010 ( $) | 1 977 | 1 881 | |||||
7.000% Bonds 2017 ( $) | 160 | 151 | |||||
7.250% Bonds 2026 ( $) | 319 | 303 | |||||
6.625% Bonds 2028 ( $) | 246 | 233 | |||||
Commercial paper ($) | 838 | 537 | |||||
Other | 433 | 783 | |||||
Other countries | 184 | 121 | |||||
|
|
||||||
Total other group companies | 7 870 | 13 989 | |||||
|
|
||||||
Total bonds and other loans | 22 607 | 26 892 | |||||
|
|
(a)
|
The negative amount shown in
2001 relates to the exchange difference on the currency swap used to swap
certain euro borrowings into sterling.
|
Unilever has the following
undrawn committed facilities, established in May 2001:
|
|
> | revolving 364-day bilateral credit facilities of in aggregate $3 020 million |
> | revolving 364-day notes commitments of $200 million with the ability to issue notes with a maturity up to 364 days |
> | 364-day bilateral money market commitments of in aggregate $1 775 million, under which the underwriting banks agree, subject to certain conditions, to subscribe for notes with maturities of up to three years |
The average interest rate on short-term borrowings in 2001 was 7% (2000: 7%).
The financing needs of Unilevers operating companies are met using short-term overdraft facilities, substantially all of which are uncommitted.
The interest rate profiles of the Groups financial assets and liabilities analysed by principal currency are set out in the table below. This table takes into account the various interest rate swaps and forward foreign currency contracts entered into by the Group, details of which are set out in note 15 on page 68.
Interest rate profile and currency analysis of financial assets and liabilities
million
Fixed rate |
Fixed
rate |
Fixed
rate |
million
Floating rate |
million
Total |
||||||
|
|
|||||||||
Weighted
average interest rate |
Weighted
average fixing period |
|||||||||
|
|
|||||||||
Assets 2001 | ||||||||||
Euro (a) | 806 | 11.0% | 1.3 years | (202) | 604 | |||||
Sterling | | 334 | 334 | |||||||
US Dollar | | 79 | 79 | |||||||
Indian Rupee | | 558 | 558 | |||||||
Other | | 726 | 726 | |||||||
|
|
|||||||||
Total | 806 | 1 495 | 2 301 | |||||||
|
|
|||||||||
Assets 2000 | ||||||||||
Euro | 56 | 6.3% |
0.1 years
|
1 168 | 1 224 | |||||
Sterling | | 744 | 744 | |||||||
US Dollar | | 228 | 228 | |||||||
Indian Rupee | | 471 | 471 | |||||||
Other | | 606 | 606 | |||||||
|
|
|||||||||
Total | 56 | 3 217 | 3 273 | |||||||
|
|
|||||||||
Liabilities 2001 | ||||||||||
Euro | 68 | 6.0% | 3.1 years | 1 728 | 1 796 | |||||
Sterling | 1 429 | 7.2% | 0.7 years | 320 | 1 749 | |||||
US Dollar | 11 687 | 6.7% | 5.4 years | 7 288 | 18 975 | |||||
Other | 252 | 5.0% | 24.2 years | 2 728 | 2 980 | |||||
|
|
|||||||||
Total | 13 436 | 12 064 | 25 500 | |||||||
|
|
|||||||||
Liabilities 2000 | ||||||||||
Euro | 170 | 5.9% |
1.7 years
|
4 403 | 4 573 | |||||
Sterling | 1 142 | 6.4% |
1.8 years
|
1 392 | 2 534 | |||||
US Dollar | 14 342 | 6.7% |
5.1 years
|
7 039 | 21 381 | |||||
Other | 267 |
5.1%
|
23.0 years
|
986 | 1 253 | |||||
|
|
|||||||||
Total | 15 921 | 13 820 | 29 741 | |||||||
|
|
(a)
|
The 11% interest rate relates
to one leg of a cross-currency interest swap of an intercompany loan; a
corresponding interest charge is included in US dollar fixed rate
liabilities.
|
Unilever Annual Report & Accounts and Form 20-F 2001
NOTES TO THE CONSOLIDATED ACCOUNTS | > 68 |
Unilever Group |
15
Financial
instruments
The Group has
comprehensive policies in place, approved by the directors, covering the use of
straightforward derivative financial instruments. These instruments are used
for hedging purposes only. Established controls are in place covering all
financial instruments. These include policies, guidelines, exposure limits, a
system of authorities and independent reporting. Performance is closely
monitored with independent reviews undertaken by internal audit. The accounting
policies governing these instruments are in line with generally accepted
practice and follow hedge accounting principles described in the accounting
policies on page 53. The use of leveraged instruments is not permitted. Details
of the instruments used for interest rate and foreign exchange exposure
management, together with information on related exposures, are given
below.
Except for the description of Unilevers currency exposures, all debtors and trade and other creditors have been excluded from the analysis below and from the interest rate and currency profiles in note 14 on page 67 either due to the exclusion of short-term items, as permitted by United Kingdom Financial Reporting Standard 13, or because the amounts are not material.
Unilever operates an interest rate management policy aimed at optimising net interest and reducing volatility. The Groups financial position is largely fixed by fixed rate long-term debt issues and derivative financial instruments such as interest rate swaps. In general, cash is invested short-term at floating interest rates.
At the end of 2001 interest rates were fixed on approximately 54% of the projected debt for 2002 and 47% for 2003 (compared with 67% for 2001 and 57% for 2002 at the end of 2000). Interest receivable was fixed on approximately 57% of the projected cash for 2002 and 16% for 2003 at the end of 2001 (compared with no fixing at the end of 2000).
Nominal values of interest rate derivative instruments are shown in the table below. These nominal values when compared with the nominal value of the underlying debt do not reflect the actual level of use of financial instruments. This is because certain financial instruments have consecutive strike and maturity dates on the same underlying debt in different periods. Derivatives are primarily used to swap floating interest mid-term debt into fixed rate debt. Whilst the nominal amounts reflect the volume of activity, they do not properly reflect the amount of credit risk to which the Group is exposed.
million
|
million
|
||||
Nominal amounts
at 31 December |
|||||
2001
|
2000
|
||||
|
|
|
|
|
|
Interest rate swaps | 21 360 | 19 603 | |||
|
|
|
|
|
|
The following tables show the extent to which the Group has off-balance sheet (unrecognised) and on-balance sheet (deferred) gains and losses in respect of interest rate instruments at the beginning and end of the year. With respect to the deferred gains and losses it also shows the amount which has been included in the profit and loss account for the year and those gains and losses which are expected to be reflected in the profit and loss account in 2002 or in subsequent years.
million
|
million
|
million
|
||||
Gains
|
Losses
|
Total net
gains/
(losses)
|
||||
|
|
|||||
Unrecognised gains and losses: | ||||||
Balances 1 January | 52 | (95) | (43) | |||
Brought forward balance recognised in current year |
2
|
(23)
|
(21)
|
|||
|
|
|||||
Brought forward balance not recognised in current year |
50
|
(72)
|
(22)
|
|||
Current year items not recognised in current year |
101
|
(221)
|
(120)
|
|||
|
|
|||||
Balances 31 December 2001 | 151 | (293) | (142) | |||
|
|
|||||
Expected to be dealt with next year | 61 | (234) | (173) | |||
Expected to be dealt with later | 90 | (59) | 31 | |||
|
|
|||||
|
|
|||||
Deferred gains and losses: | ||||||
Balances 1 January | 17 | (112) | (95) | |||
Brought forward balance recognised in current year |
7
|
(30)
|
(23)
|
|||
|
|
|||||
Brought forward balance not recognised in current year |
10
|
(82)
|
(72)
|
|||
Current year items not recognised in current year |
|
|
|
|||
|
|
|||||
Balances 31 December 2001 | 10 | (82) | (72) | |||
|
|
|||||
To be recognised in the profit and loss account for next year |
5
|
(29)
|
(24)
|
|||
To be recognised in the profit and loss account later |
5
|
(53)
|
(48)
|
|||
|
|
|||||
Under the Groups foreign exchange policy, transaction exposures with a maximum of one year maturity are generally hedged; this is achieved through the use of forward foreign exchange contracts. The market value of these instruments at the end of 2001 represented a recognised unrealised loss of 157 million (2000: gain of 158 million) which was largely offset by recognised unrealised gains on the underlying assets and liabilities.
million
|
million
|
||||||
Nominal amounts
at 31 December |
|||||||
2001
|
2000
|
||||||
|
|
||||||
Foreign exchange contracts buy | 6 053 | 6 814 | |||||
sell | 13 812 | 12 318 | |||||
|
|
||||||
Total | 19 865 | 19 132 | |||||
|
|
Our policy for financing the net investments in our subsidiaries is discussed in the Financial Review on page 31. At the end of 2001 some 67% (2000: 56%) of Unilevers total capital and reserves were denominated in the currencies of the two parent companies, euros and sterling.
Credit risk exposures are minimised by dealing only with a limited range of financial institutions with secure credit ratings, and by working within agreed counterparty limits. Counterparty credit ratings are regularly monitored and there is no significant concentration of credit risk with any single counterparty.
Master netting agreements are in place for the majority of interest rate derivative instruments. The risk in the event of default by a counterparty is determined by the extent to which market prices have moved since the contracts were made. The Group believes that the risk of incurring such losses is remote.
Unilever Annual Report & Accounts and Form 20-F 2001
Financial Statements |
NOTES TO THE CONSOLIDATED ACCOUNTS | > 69 |
Unilever Group |
15 Financial instruments
continued
The following
table summarises the fair values and carrying amounts of the various classes of
financial instruments as at
31
December:
million
|
million
|
million
|
million
|
|||||
Fair Value
|
Carrying
amount
|
|||||||
2001
|
2000
|
2000
|
2001
|
|||||
|
|
|
|
|
|
|
|
|
Financial assets: | ||||||||
Other fixed investments | 176 | 340 | 176 | 340 | ||||
Current investments | 439 | 660 | 439 | 660 | ||||
Cash | 1 862 | 2 613 | 1 862 | 2 613 | ||||
|
|
|
|
|
|
|
|
|
2 477 | 3 613 | 2 477 | 3 613 | |||||
|
|
|
|
|
|
|
|
|
Financial liabilities: | ||||||||
Bonds and other loans | (23 125) | (27 237) | (22 607) | (26 892) | ||||
Bank loans and overdrafts | (2 899) | (2 870) | (2 893) | (2 849) | ||||
|
|
|
|
|
|
|
|
|
(26 024) | (30 107) | (25 500) | (29 741) | |||||
|
|
|
|
|
|
|
|
|
Derivatives: | ||||||||
Interest rate swaps | ||||||||
assets | 151 | 52 | 134 | 95 | ||||
liabilities | (293) | (95) | (10) | (11) | ||||
Foreign exchange | ||||||||
contracts assets | 190 | 650 | 190 | 650 | ||||
liabilities | (347) | (492) | (347) | (492) | ||||
|
|
|
|
|
|
|
|
The fair values of listed fixed investments are based on their market values. The fair values of unlisted fixed investments are not materially different from their carrying amounts. Current investments, cash, bank loans and overdrafts have fair values which approximate to their carrying amounts because of their short-term nature. The fair values of forward foreign exchange contracts represent the unrealised gain or loss on revaluation of the contracts to year-end rates of exchange. The fair values of bonds and other loans, interest rate swaps and forward rate agreements are based on the net present value of the discounted anticipated future cash flows associated with these instruments.
In November 2001, NV entered into a forward purchase contract with a counterparty bank to buy 10 000 000 PLC shares at 559p per share in November 2006. If the PLC share price falls by more than 5% below 559p, cash collateral for the difference must be placed with the counterparty bank.
Currency exposures
Treasury
manages the foreign exchange exposures that arise from Unilevers
financing and investing activities in accordance with Unilever policies.
The objectives of Unilevers foreign exchange policies are to allow operating companies to manage foreign exchange exposures that arise from trading activities effectively within a framework of control that does not expose Unilever to unnecessary foreign exchange risks. Operating companies are required to cover substantially all foreign exchange exposures arising from trading activities and each company operates within a specified maximum exposure limit. Business Groups monitor compliance with these policies. Compliance with the Groups policies means that the net amount of monetary assets and liabilities at 31 December 2001 that are exposed to currency fluctuations is not material.
16 Trade and other creditors | ||||
million
2001
|
million
2000
|
|||
|
|
|
|
|
Due within one year: | ||||
Trade creditors | 4 882 | 5 386 | ||
Social security and sundry taxes | 534 | 438 | ||
Accruals and deferred income | 3 196 | 2 709 | ||
Taxation on profits | 977 | 1 027 | ||
Dividends | 1 057 | 944 | ||
Others | 1 287 | 1 185 | ||
|
|
|
|
|
11 933 | 11 689 | |||
|
|
|
|
|
Due after more than one year: | ||||
Accruals and deferred income | 246 | 231 | ||
Taxation on profits | 377 | 565 | ||
Others | 182 | 223 | ||
|
|
|
|
|
805 | 1 019 | |||
|
|
|
|
|
Total trade and other creditors | 12 738 | 12 708 | ||
|
|
|
|
|
17 Pensions and similar obligations | ||||
million
2001
|
million
2000
|
|||
|
|
|
|
|
These are predominantly long-term liabilities: | ||||
Unfunded pension plans | 1 414 | 1 663 | ||
Funded pension plans | 987 | 794 | ||
Post-retirement health benefits | 1 284 | 1 214 | ||
|
|
|
|
|
3 685 | 3 671 | |||
Less asset balances
reclassified as debtors
due after more than one year 13 |
917
|
748
|
||
|
|
|
|
|
4 602 | 4 419 | |||
|
|
|
|
|
Movements during the year: | ||||
1 January | 4 419 | |||
Currency retranslation | 4 | |||
Bestfoods adjustment (b) (see note 24 ) | 201 | |||
Profit and loss account | 326 | |||
Payments (a) | (138) | |||
Acquisitions/disposals | (2) | |||
Other adjustments (b) | (208) | |||
|
|
|
|
|
31 December | 4 602 | |||
|
|
|
|
|
(a) | Net of refunds received from pension funds totalling 297 million. |
(b) | In addition a fair value adjustment of 466 million was made to Bestfoods pension prepayments. |
In most countries the Group operates defined benefit plans based on employee pensionable remuneration and length of service. These are either externally funded or unfunded, with provisions maintained in the Group balance sheet. All are subject to regular actuarial review. Actuarial valuations are carried out by external consultants or actuaries employed by the Unilever Group using the projected unit method. The actuarial assumptions used to calculate the benefit obligation vary according to the country in which the plan is situated.
The principal defined benefit plans, representing over 90% of all defined benefit plans by market value of assets and net provisions, were last formally valued in the past three years and the results of these valuations then updated to the year-end.
Unilever Annual Report & Accounts and Form 20-F 2001
NOTES TO THE CONSOLIDATED ACCOUNTS | > 70 |
Unilever Group |
17 Pensions and similar
obligations
continued
The following
aggregated information is related to the principal plans:
million
31 Dec
2001
|
million
31 Dec
2000
|
|||
|
|
|
|
|
Actuarial value of assets | 16 233 | 16 198 | ||
Provisions | 2 093 | 1 827 | ||
Prepayments | (868) | (748) | ||
Liabilities | 14 433 | 13 869 | ||
Financing level %* | 121% | 125% | ||
Actual market value of assets | 16 440 | 18 450 | ||
|
|
|
|
|
*Assets plus net provisions as % of liabilities.
The average assumptions for valuing these principal plans, weighted by liabilities were:
2001
|
2000
|
|||
|
|
|
|
|
Interest rate | 7.0% | 7.1% | ||
Salary increases | 4.3% | 4.3% | ||
Pension increases | 2.9% | 3.0% | ||
|
|
|
|
|
The actuarial value of assets is generally a smoothed market value determined by spreading gains and losses relative to the actuarial basis over a three- to five-year period.
For the remaining defined benefit plans, as at 31 December 2001, the market value of the assets was 536 million (2000: 487 million), and net provisions in the accounts amounted to 1 176 million (2000: 1 379 million). The overall level of financing of these defined benefit plans at the dates of the last valuations was 91% (2000: 90%).
Pension costs and contributions paid by the Group to the funds have been reduced in recent years mainly due to surpluses in the Groups two biggest funds. These surpluses were recognised by amortisation using the mortgage method. The net amount of surplus recognised in the profit and loss account in 2001 was 370 million (2000: 309 million).
In 2001 the Group received a gross cash refund of 221 million from a Netherlands fund in a surplus position. A further refund has been received in 2001 of 76 million from a Finnish fund in surplus. Cash refunds do not directly impact the pension charge for 2001 as the surplus is amortised in accordance with the Groups accounting policies.
The Group also operates a number of defined contribution plans. The assets of all the Groups defined contribution plans are held in independently administered funds. The pension costs charged to the profit and loss account represent contributions payable by the Group to the funds. The market value of the assets of externally funded defined contribution plans as at 31 December 2001 was 416 million (2000: 271 million). The value of assets of the defined contribution plans exclude 401(k) plans in the United States, the corresponding cost of which is included in Staff Costs under note 3 on page 62.
Group companies provide other post-retirement benefits (mainly post-retirement medical benefit plans) to a number of retired employees in certain countries, principally the United States, under several different plans which are predominantly unfunded. These other post-retirement plans are accounted for in accordance with SFAS 106 and SFAS 112.
Further disclosures required in
accordance with FRS 17
In respect of
the principal defined benefit pension plans and plans providing other post
retirement benefits, the major actuarial assumptions at 31 December 2001,
weighted by liabilities, were:
Pensions
|
Other
benefits |
|||
|
|
|
|
|
Discount rate |
6.00%
|
7.25%
|
||
Rate of increase in salaries |
3.50%
|
4.50%
|
||
Rate of increase for pensions in payment |
2.00%
|
n/a
|
||
Rate of increase for pensions | ||||
in deferment (where provided) |
1.50%
|
n/a
|
||
Inflation assumption |
2.25%
|
n/a
|
||
Medical cost inflation |
n/a
|
5.00%
|
||
|
|
|
|
|
The assets, liabilities and surplus position of these plans and the expected rates of return were:
million
|
million
|
million
|
||||
Pensions
value at
31 Dec
2001
|
Other
benefits
value at
31 Dec
2001
|
Long-term
rate of
return
expected
at 31 Dec
2001
|
||||
|
|
|
|
|
|
|
Equities | 10 494 | | 9.00% | |||
Bonds | 4 138 | | 5.50% | |||
Other | 1 808 | 3 | 6.00% | |||
Total market value of assets | 16 440 | 3 | 7.79% | |||
Present value of plan liabilities | (15 039) | (1 171) | ||||
Aggregate net
surplus/(deficit) in the plans |
1 401
|
|
(1 168)
|
|||
Irrecoverable surplus | (268) | | ||||
Related deferred tax liability | (634) | 467 | ||||
Net pension asset/(liability) | 499 | (701) | ||||
Of which, in respect of
funded
plans in surplus: |
||||||
Aggregate surplus | 2 723 | | ||||
Irrecoverable surplus | (268) | | ||||
Related deferred tax liability | (832) | | ||||
Net pension asset | 1 623 | | ||||
And, in respect of funded
plans in
deficit and unfunded plans: |
||||||
Aggregate deficit | (1 322) | (1 168) | ||||
Related deferred tax asset | 198 | 467 | ||||
Net pension liability | (1 124) | (701) | ||||
|
|
|
|
|
|
|
The surplus in the plans is only recoverable to the extent that the Group can benefit from either refunds formally agreed or future contribution reductions. All risk benefits were valued using the expected cost of benefits payable in the year.
For the remaining defined benefit plans, the market value of assets as at 31 December 2001 was 536 million (2000: 487 million). At the most recent valuations, the aggregate deficit and unfunded obligations in these plans was 1 245 million. The related deferred tax amount was 388 million.
If the above amounts had been recognised in the financial statements, the Groups net assets and profit retained at 31 December 2001 would be as follows:
|
million
Net
Assets
|
|
million
Profit
Retained
|
|
|
|
|
|
|
Unilever Group as reported |
7 859
|
|
6 619
|
|
Excluding SSAP 24 liability |
2 842
|
|
2 817
|
|
|
|
|
|
|
Net assets/Profit retained |
|
|
|
|
excluding pension liability |
10 701
|
|
9 436
|
|
FRS 17 pension liability |
(1 059)
|
|
(1 040)
|
|
|
|
|
|
|
Net assets/Profit retained |
|
|
|
|
including FRS 17 pension liability |
9 642
|
|
8 396
|
|
|
|
|
|
|
Unilever Annual Report & Accounts and Form 20-F 2001
Financial Statements |
NOTES TO THE CONSOLIDATED ACCOUNTS | > 71 |
Unilever Group |
17 Pensions and similar
obligations
continued
US GAAP
accounting:
The following
tables summarise the balance sheet impact, as well as the benefit obligations,
assets, funded status and economic assumptions associated with the key defined
benefit pension plans and the other benefit plans as computed in accordance
with SFAS 87 and SFAS 106. At 31 December 2001 these pension plans represented
approximately 76% (2000: 76%; 1999: 79%) of all pension plans while 100% of the
other benefit plans are represented (2000: 100%; 1999: 100%), based on the
market value of the funds plus the provisions held in the Groups
accounts.
million
|
million
|
million
|
million
|
|||||
Pension
plans 2001 |
Pension
plans 2000 |
Other
benefit plans 2001 |
Other
benefit plans 2000 |
|||||
|
|
|
|
|||||
Change in benefit obligations | ||||||||
Benefit obligations at 1 January | 12 047 | 9 958 | 1 132 | 748 | ||||
Service cost | 252 | 231 | 20 | 16 | ||||
Interest cost | 737 | 698 | 83 | 64 | ||||
Plan member contributions | 1 | | | | ||||
Amendments | 90 | | | 1 | ||||
Plan mergers | 41 | 1 097 | | | ||||
Actuarial (gains)/losses | 291 | 225 | | (14) | ||||
Acquisitions/disposals | (11) | 621 | (12) | 349 | ||||
Settlements/curtailments | (31) | (39) | (3) | (2) | ||||
Special termination benefits | 29 | 32 | 1 | 1 | ||||
Benefits paid | (873) | (762) | (89) | (61) | ||||
Currency retranslations | 177 | (14) | 39 | 30 | ||||
|
|
|
|
|||||
Benefit obligations at 31 December | 12 750 | 12 047 | 1 171 | 1 132 | ||||
|
|
|
|
|||||
Change in plan assets | ||||||||
Fair value of plan assets at 1 January | 15 401 | 13 838 | 3 | 3 | ||||
Plan mergers | | 1 397 | | | ||||
Actual return on plan assets | (928) | 385 | | | ||||
Acquisitions/(disposals) | (11) | 987 | | | ||||
Settlements | (31) | (39) | | | ||||
Employer contribution/surplus refunds | (144) | (361) | 88 | 60 | ||||
Plan member contributions | 1 | | | 1 | ||||
Benefits paid | (873) | (762) | (89) | (61) | ||||
Currency retranslations | 145 | (44) | 1 | | ||||
|
|
|
|
|||||
Fair value of plan assets at 31 December | 13 560 | 15 401 | 3 | 3 | ||||
|
|
|
|
|||||
Funded status at 31 December | 810 | 3 354 | (1 168) | (1 129) | ||||
Unrecognised net transition liability/(asset) | (247) | (309) | 3 | 3 | ||||
Unrecognised net actuarial loss/(gain) | (1 119) | (3 437) | (85) | (76) | ||||
Unrecognised prior service cost | 201 | 127 | 5 | 4 | ||||
Other (SFAS 112 liabilities) |
n/a
|
n/a
|
(39)
|
(16)
|
||||
|
|
|
||||||
Net amount recognised at 31 December | (355) | (265) | (1 284) | (1 214) | ||||
|
|
|
||||||
Amount recognised in the statement of financial position consists of: | ||||||||
Prepaid benefit cost | 813 | 797 | | | ||||
Accrued benefit liability | (1 168) | (1 062) | (1 283) | (1 214) | ||||
Additional minimum liability | (20) | (11) | | | ||||
Intangible asset | 4 | 6 | | | ||||
Accumulated other comprehensive income | 16 | 5 | (1) | | ||||
|
|
|
|
|||||
Net amount recognised at 31 December | (355) | (265) | (1 284) | (1 214) | ||||
|
|
|
|
Pension plans
% 2001 |
Pension plans
% 2000 |
Pension plans
% 1999 |
Other
benefit plans % 2001 |
Other
benefit plans % 2000 |
Other
benefit plans % 1999 |
|||||||
|
|
|
|
|||||||||
Weighted-average
assumptions
as at 31 December |
||||||||||||
Discount rate | 6.00 | 6.25 | 6.25 | 7.25 | 7.50 | 7.50 | ||||||
Expected return on plan assets | 7.75 | 7.25 | 7.25 | n/a | n/a | n/a | ||||||
Rate of salary increases | 3.75 | 3.75 | 3.75 | 4.50 | 4.50 | 4.50 | ||||||
Cost of living increases | 2.50 | 2.50 | 2.50 |
n/a
|
n/a
|
n/a
|
||||||
|
|
|
|
The valuations of other benefit plans typically assume that medical cost inflation will fall from its current level (assumed to be approximately 7.5% in 2001) over the next few years and reach a constant level of approximately 5% within five years.
Unilever Annual Report & Accounts and Form 20-F 2001
NOTES TO THE CONSOLIDATED ACCOUNTS | > 72 |
Unilever Group |
17 Pensions and similar obligations continued
million
|
million
|
million
|
million
|
million
|
million
|
|||||||
Pension plans
2001 |
Pension plans
2000 |
Pension plans
1999 |
Other
benefit plans 2001 |
Other
benefit plans 2000 |
Other
benefit plans 1999 |
|||||||
|
|
|
|
|||||||||
Components of net periodic benefit cost | ||||||||||||
Service cost (gross) | 253 | 231 | 217 | 20 | 16 | 14 | ||||||
Interest cost | 737 | 698 | 518 | 83 | 64 | 45 | ||||||
Expected return on plan assets | (1 007) | (932) | (683) | | | | ||||||
Employee contributions | (1) | | | | | | ||||||
Amortisation of prior service cost | 24 | 26 | 25 | | | | ||||||
Amortisation of transition (asset) | (63) | (66) | (64) | | | | ||||||
Amortisation of actuarial loss/(gain) | (81) | (58) | (5) | (2) | (2) | | ||||||
|
|
|
|
|||||||||
Total before SFAS 88 events | (138) | (101) | 8 | 101 | 78 | 59 | ||||||
Adjustments for SFAS 88 events | 43 | 19 | 21 | (2) | (1) | | ||||||
|
|
|
|
|||||||||
Net periodic benefit cost | (95) | (82) | 29 | 99 | 77 | 59 | ||||||
|
|
|
|
The projected benefit obligation, accumulated benefit obligation, and fair value of plan assets for the pension plans with accumulated benefit obligations in excess of plan assets were 2 171 million, 2 035 million, and 1 308 million respectively, as of 31 December 2001 and 2 122 million, 2 019 million, and 1 441 million respectively, as of 31 December 2000.
The Group also maintains a number of smaller defined benefit plans. Approximately 1 685 million (2000: 1 755 million) is provided for on their behalf in the Group balance sheet. In 2001, 202 million (2000: 151 million; 1999: 130 million) was charged in the accounts. These amounts would not have been materially different under SFAS 87.
In addition to the special termination benefits included in the table above, during 2001, the Group also charged 49 million (2000: 56 million; 1999: 28 million) in respect of pension or similar obligations arising on terminations of employment.
Post-retirement health care
benefits
Assumed health
care cost trend rates have a significant effect on the amounts reported for the
health care plans. A one-percentage-point change in assumed health care cost
trend rates would have the following effects:
million
|
million
|
|||
1% point
increase |
1% point
decrease |
|||
|
|
|||
Effect on total of service and interest cost components |
13
|
|
(12)
|
|
Effect on post-retirement benefit obligation |
92
|
|
(82)
|
|
|
|
Unilever Annual Report & Accounts and Form 20-F 2001
Financial Statements |
NOTES TO THE CONSOLIDATED ACCOUNTS | > 73 |
Unilever Group |
18 Deferred taxation, restructuring and other provisions
million
2001 |
million
2000 |
|||
|
|
|||
Deferred taxation on: | ||||
Accelerated depreciation | 1 009 | 1 051 | ||
Stock reliefs | 55 | 59 | ||
Pension and similar provisions | (843) | (748) | ||
Short-term and other timing differences | (990) | (1 177) | ||
|
|
|||
(769) | (815) | |||
Less asset balances reclassified as debtors | ||||
due after more than one year 13 | 1 670 | 1 627 | ||
|
|
|||
901 | 812 | |||
Restructuring provisions | 773 | 650 | ||
Other provisions | 586 | 523 | ||
|
|
|||
Total | 2 260 | 1 985 | ||
|
|
|||
Movements in deferred taxation: | ||||
1 January | 812 | |||
Currency retranslation | 32 | |||
Acquisition/disposal of group companies | (105) | |||
Profit and loss account | 120 | |||
Other movements | 42 | |||
|
|
|||
31 December | 901 | |||
|
|
|||
On a SSAP 15 basis provision for | ||||
deferred taxation would be: | (315) | (451) | ||
|
|
|||
Movements in restructuring provisions: | ||||
1 January | 650 | |||
Currency retranslation | 3 | |||
Acquisition/disposal of group companies | 183 | |||
Profit and loss account: | ||||
new charges | 739 | |||
releases | (70) | |||
Utilisation | (732) | |||
|
|
|||
31 December | 773 | |||
|
|
|||
Movements in other provisions: | ||||
1 January | 523 | |||
Currency retranslation | 20 | |||
Acquisition/disposal of group companies | 70 | |||
Profit and loss account | 20 | |||
Utilisation | (47) | |||
|
|
|||
31 December | 586 | |||
|
|
Restructuring provisions at end of 2001 amounted to 0.8 billion the cash impact of which is expected to be a cash outflow of 0.6 billion in 2002 and 0.2 billion thereafter. Other provisions principally comprise balances held in respect of legal and environmental exposures. The cash impact of these balances is expected to be a cash outflow of 0.1 billion in 2002, and 0.5 billion thereafter.
19 Capital and reserves
million
2001 |
million
2000 |
million
1999 |
||||
|
|
|||||
Movements during the year: | ||||||
1 January | 8 169 | 7 761 | 4 748 | |||
Result for the year retained | 257 | (353) | 1 506 | |||
Goodwill movements (a) | 274 | 1 193 | 38 | |||
Currency retranslation | (1 069) | (248) | 350 | |||
Change in numbers of shares | ||||||
or certificates held in | ||||||
connection with share options | (436) | (184) | (264) | |||
Issue of new shares under | ||||||
PLC share option schemes | | | 1 | |||
Issue of new NV preference shares | | | 1 382 | |||
|
|
|||||
31 December | 7 195 | 8 169 | 7 761 | |||
|
|
|||||
As required by United Kingdom | ||||||
Financial Reporting Standard 4 | ||||||
capital and reserves can be | ||||||
analysed as follows: | ||||||
Equity: | ||||||
Ordinary capital | 5 693 | 6 667 | ||||
|
|
|||||
Non-equity: | ||||||
7% Cumulative Preference | 13 | 13 | ||||
6% Cumulative Preference | 73 | 73 | ||||
4% Cumulative Preference | 34 | 34 | ||||
5 euro cents Cumulative | ||||||
Preference | 1 382 | 1 382 | ||||
|
|
|||||
Total non-equity | 1 502 | 1 502 | ||||
|
|
|||||
Total capital and reserves | 7 195 | 8 169 | ||||
|
|
(a)
|
Includes
859 million written back in
2000 in respect of the agreed disposal of Elizabeth Arden.
|
Unilever Annual Report & Accounts and Form 20-F 2001
NOTES TO THE CONSOLIDATED ACCOUNTS | > 74 |
Unilever Group |
20 Called up share capital
million
2001 |
million
Authorised 2000 |
Preferential share capital
NV |
Nominal
value per share |
Number
of shares issued |
million
2001 |
million
Issued, called up and fully paid 2000 |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34
|
34
|
7% Cumulative Preference |
453.78
|
29 000 | 13 | 13 | |||||||
91
|
91
|
6% Cumulative Preference |
453.78
|
161 060 | 73 | 73 | |||||||
34
|
34
|
4% Cumulative Preference |
45.38
|
750 000 | 34 | 34 | |||||||
29
|
29
|
5 euro cents Cumulative Preference |
0.05
|
211 473 785 | 10 | 10 | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
188
|
188
|
|
130 | 130 | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary share capital
NV |
|
||||||||||
508
|
508
|
Ordinary |
0.51
|
571 575 900 | 290 | 290 | |||||||
1
|
1
|
Ordinary (Shares numbered |
|
||||||||||
|
|
1 to 2 400 Special Shares) |
453.78
|
2 400 | 1 | 1 | |||||||
|
|
Internal holdings eliminated in consolidation (453.78 shares) |
|
(1) | (1) | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
509
|
509
|
|
290 | 290 | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total NV share
capital
|
|
420 | 420 | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
£
million
|
£
million
|
Ordinary share capital
PLC |
|
£
million
|
£
million
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
136.2
|
136.2
|
Ordinary: |
1.4p
|
2 911 458 580 | 40.8 | 40.8 | |||||||
0.1
|
0.1
|
Deferred |
£1 stock
|
100 000 | 0.1 | 0.1 | |||||||
|
|
Internal holdings eliminated
in consolidation (£1 stock)
|
(0.1) | (0.1) | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
136.3
|
136.3
|
Total PLC share
capital
|
|
40.8 | 40.8 | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Euro equivalent in millions
(at £1 =
5.445)
|
|
222 | 222 | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For NV share capital, the euro amounts shown above and elsewhere in this document are representations in euros on the basis of Article 67c Book 2 Dutch Civil Code, rounded to two decimal places, of underlying amounts of share capital in Dutch guilders, which have not been converted into euros in NVs Articles of Association. Until conversion formally takes place by amendment of the Articles of Association the entitlements to dividends and voting rights are based on the underlying Dutch guilder amounts.
The 7%, 6% and 4% preference shares of NV are entitled to dividends at the rates indicated. The 0.05 preference shares of NV are entitled to a dividend of 65% of the six months Euribor interest rate on their notional value of 6.580 each. A nominal dividend of ¼ % is paid on the deferred stock of PLC.
The 4% cumulative preference capital of NV is redeemable at par at the Companys option either wholly or in part. The Company has agreed that it will not buy back the 0.05 cumulative preference share capital of NV before 9 June 2004. At any time after this date, at the Companys option, 6.534 of the notional value of the preference shares is convertible into ordinary NV shares and the remaining notional value is then redeemable. The Company expects to exercise the conversion right if any preference shares remain outstanding after 1 December 2004. The other classes of preferential share capital of NV and the deferred stock of PLC are not redeemable.
For information on the rights of shareholders of NV and PLC and the operation of the Equalisation Agreement see Control of Unilever on pages 107 to 110.
Internal holdings
The
ordinary shares numbered 1 to 2 400 (inclusive) in NV and deferred stock of PLC
are held as to one half of each class by N.V. Elma a subsidiary of NV
and one half by United Holdings Limited a subsidiary of PLC. This
capital is eliminated in consolidation. It carries the right to nominate
persons for election as directors at general meetings of shareholders. The
subsidiaries mentioned above have waived their rights to dividends on their
ordinary shares in NV. For more information see Control of Unilever
on pages 107 to 110.
Share options
The Group
operates a number of equity based compensation plans involving options over
ordinary shares of NV and PLC. Full details of these plans are given in note 28
on page 79.
Unilever Annual Report & Accounts and Form 20-F 2001
Financial Statements |
NOTES TO THE CONSOLIDATED ACCOUNTS | > 75 |
Unilever Group | |
21 Profit retained |
|
|
|
|
|
|
|
|
|
|
|
|
million
NV
2001
|
million
NV
2000
|
million
NV
1999
|
million
PLC
2001
|
million
PLC
2000
|
million
PLC
1999
|
|||||||
|
|
|
|
|||||||||
Net profit |
817
|
675
|
1 761
|
1 021
|
430
|
1 010
|
||||||
Preference dividends |
(51)
|
(44)
|
(20)
|
|
|
|
||||||
Dividends on ordinary capital |
(868)
|
(803)
|
(709)
|
(662)
|
(611)
|
(536)
|
||||||
|
|
|
|
|||||||||
Result for the year retained |
(102)
|
(172)
|
1 032
|
359
|
(181)
|
474
|
||||||
Goodwill movements |
192
|
917
|
25
|
82
|
276
|
13
|
||||||
Currency retranslation |
(810)
|
(379)
|
276
|
(248)
|
142
|
104
|
||||||
|
|
|
|
|||||||||
Net movement during the year |
(720)
|
366
|
1 333
|
193
|
237
|
591
|
||||||
Profit retained 1 January |
5 036
|
4 670
|
3 337
|
2 110
|
1 873
|
1 282
|
||||||
|
|
|
|
|||||||||
Profit retained 31 December |
4 316
|
5 036
|
4 670
|
2 303
|
2 110
|
1 873
|
||||||
|
|
|
|
|||||||||
Of which retained by: |
|
|
|
|
|
|
||||||
Parent companies |
3 508
|
2 375
|
2 170
|
1 552
|
1 499
|
1 456
|
||||||
Other group companies |
797
|
2 656
|
2 493
|
748
|
609
|
416
|
||||||
Joint ventures |
11
|
5
|
7
|
3
|
2
|
1
|
||||||
|
|
|
|
|||||||||
4 316
|
5 036
|
4 670
|
2 303
|
2 110
|
1 873
|
|||||||
|
|
|
|
|||||||||
Cumulative goodwill written off directly to reserves |
(5 456)
|
(5 648)
|
(6 565)
|
(2 399)
|
(2 481)
|
(2 757)
|
||||||
|
|
|
|
|||||||||
|
|
|
|
|
|
|||||||
22 Other reserves |
|
|
|
|
|
|
||||||
million
NV
2001
|
million
NV
2000
|
million
NV
1999
|
million
PLC
2001
|
million
PLC
2000
|
million
PLC
1999
|
|||||||
|
|
|
|
|||||||||
Adjustment on translation of PLCs ordinary |
|
|
|
|
|
|
||||||
capital at £1 = Fl. 12 = 5.445 |
|
|
|
(155)
|
(157)
|
(157)
|
||||||
Capital redemption reserve |
|
|
|
18
|
18
|
18
|
||||||
Book value of shares or
certificates held in
connection with share options (a) |
(1 077)
|
(553)
|
(364)
|
(403)
|
(475)
|
(468)
|
||||||
|
|
|
|
|||||||||
(1 077)
|
(553)
|
(364)
|
(540)
|
(614)
|
(607)
|
|||||||
|
|
|
|
|||||||||
(a) Under UITF 13 these shares would be classified as fixed assets. | ||||||||||||
|
|
|
|
|
|
|||||||
23 Commitments and contingent liabilities |
|
|
|
|
|
|||||||
|
million
2001
|
million
2000
|
million
1999
|
|||||||||
|
|
|
||||||||||
Long-term lease commitments under operating leases in respect of: |
|
|
|
|||||||||
Land and buildings |
1 419
|
1 777
|
1 227
|
|||||||||
Other tangible fixed assets |
615
|
793
|
440
|
|||||||||
|
|
|
|
|
|
|
|
|||||
2 034
|
2 570
|
1 667
|
||||||||||
|
|
|
|
|
|
|
|
|||||
The commitments fall due as follows: |
|
|
|
|
|
|
||||||
Within 1 year |
|
|
|
392
|
488
|
331
|
||||||
After 1 year but within 2 years |
|
|
|
330
|
414
|
266
|
||||||
After 2 years but within 3 years |
|
|
|
273
|
347
|
219
|
||||||
After 3 years but within 4 years |
|
|
|
249
|
308
|
187
|
||||||
After 4 years but within 5 years |
|
|
|
217
|
266
|
173
|
||||||
After 5 years |
|
|
|
573
|
747
|
491
|
||||||
|
|
|
|
|
|
|
|
|||||
|
|
|
2 034
|
2 570
|
1 667
|
|||||||
|
|
|
|
|
|
|
|
|||||
Other commitments |
|
|
|
407
|
310
|
255
|
||||||
Of which payable within one year |
|
|
|
108
|
82
|
69
|
||||||
|
|
Contingent liabilities amounted to some 443 million (2000: 450 million) of which 202 million relates to guarantees. These guarantees are not expected to give rise to any material loss. Guarantees given by parent or group companies relating to liabilities included in the consolidated accounts are not included. Other contingent liabilities arise in respect of litigation against companies in the Group, investigations by competition authorities and obligations under environmental legislation in various countries. These are not expected to give rise to any material loss.
Unilever Annual Report & Accounts and Form 20-F 2001
NOTES TO THE CONSOLIDATED ACCOUNTS | > 76 |
Unilever Group |
24
Acquisition
and disposal of group
companies
The net assets
and results of acquired businesses are included in the consolidated accounts
from their respective dates of acquisition. The following tables set out the
effect of acquisitions of group companies in 2001 on the consolidated balance
sheet. Acquisition accounting (purchase accounting) has been applied in all
cases. The fair values currently established for all acquisitions made in 2001
are provisional. The goodwill arising on these transactions has been
capitalised and is being amortised over 20 years.
million
Balance sheets of acquired businesses |
million
Provisional adjustments to align accounting policies |
million
Provisional revaluations |
million
Provisional fair values at date of acquisition |
||||
|
|
||||||
2001 acquisitions | |||||||
Fixed assets | 34 | | | 34 | |||
Current assets | 1 | | | 1 | |||
Creditors | (1) | | (1) | (2) | |||
Provisions for liabilities and charges: | |||||||
Pensions and similar obligations | | (1) | | (1) | |||
Minority interest | | 17 | | 17 | |||
|
|
||||||
Net assets acquired | 34 | 16 | (1) | 49 | |||
|
|
||||||
million
2001 |
|
million
2000 |
|
million
1999 |
|||
|
|
|
|||||
Acquisitions | |||||||
Net assets acquired | 49 | 3 910 | 179 | ||||
Adjustments to acquisitions made in 2000 (excluding Bestfoods) | (49) | | | ||||
Goodwill arising in subsidiaries | 131 | 26 019 | 320 | ||||
Goodwill arising in joint ventures | 6 | 632 | | ||||
|
|
||||||
Consideration | 137 | 30 561 | 499 | ||||
|
|
||||||
Of which: | |||||||
Cash 26 | 132 | 27 777 | 483 | ||||
Cash balances of businesses acquired 26 | 1 | 231 | (20) | ||||
Current investments, cash deposits and | |||||||
borrowings of businesses acquired | 1 | 3 100 | 26 | ||||
Non-cash and deferred consideration | 3 | (547) | 10 | ||||
|
|
Following the acquisition of Bestfoods in 2000, provisional estimates were made of the fair values of net assets acquired. These were disclosed in the Unilever Annual Report & Accounts and Form 20-F 2000. These provisional fair value adjustments have now been finalised giving rise to the further adjustments detailed in the table below. These comprise the restatement of intangible and tangible fixed assets and pension scheme assets and liabilities to fair value, based on valuations obtained from independent experts, the adjustment of acquired businesses held for resale to the present value at acquisition of net disposal proceeds and the provision against certain legal and environmental exposures existing prior to acquisition.
Unilever Annual Report & Accounts and Form 20-F 2001
Financial Statements |
NOTES TO THE CONSOLIDATED ACCOUNTS | > 77 |
Unilever Group |
24 Acquisition and disposal of
group companies
continued
Disposals
The results of
disposed businesses are included in the consolidated accounts up to their date
of disposal. In 2001, disposed businesses principally comprised Unipath and
Batchelors/Oxo in the United Kingdom, Royco in the Netherlands and Elizabeth
Arden and Gortons in the USA.
million
2001 |
|
million
2000 |
|
million
1999 |
|
|
|
|
|||||
Goodwill and intangible assets | 6 | | 2 | |||
Other fixed assets | 273 | 276 | 51 | |||
Current assets | 351 | 203 | 45 | |||
Creditors | (112) | (219) | (20) | |||
Provisions for liabilities and charges: | ||||||
Pensions and similar obligations | (3) | (16) | (7) | |||
Deferred taxation | | (25) | (2) | |||
Other provisions | (8) | (10) | | |||
Minority interest | (2) | 8 | 9 | |||
|
|
|||||
Net assets sold | 505 | 217 | 78 | |||
Attributable goodwill | 223 | 258 | 38 | |||
Profit on sale attributable to Unilever | 927 | 167 | 18 | |||
|
|
|||||
Consideration | 1 655 | 642 | 134 | |||
|
|
|||||
Of which: | ||||||
Cash 26 | 1 650 | 626 | 123 | |||
Cash balances of businesses sold 26 | (9) | 11 | 3 | |||
Current investments, cash deposits and borrowings of businesses sold | 3 | 2 | 4 | |||
Non cash and deferred consideration | 11 | 3 | 4 | |||
|
|
During 2001 we completed the disposal of Elizabeth Arden, which is therefore reflected in the table above. A charge of 859 million was recognised in 2000 in respect of an impairment of Elizabeth Arden goodwill previously written off to reserves.
25 Reconciliation of group operating profit to operating cash flows
million
2001 |
|
million
2000 |
|
million
1999 |
||
|
|
|||||
Group operating profit | 5 174 | 3 302 | 4 303 | |||
Depreciation and amortisation | 2 845 | 1 954 | 1 147 | |||
Changes in working capital: | ||||||
Stocks | (177) | 415 | 19 | |||
Debtors | (40) | (28) | (169) | |||
Creditors | 440 | 302 | 266 | |||
Pensions and similar provisions less payments | 114 | 475 | 182 | |||
Restructuring and other provisions less payments | 173 | (204) | (189) | |||
Elimination of (profits)/losses on disposals | (941) | 664 | (18) | |||
Other adjustments | (91) | (142) | 113 | |||
|
|
|||||
Cash flow from group operating activities | 7 497 | 6 738 | 5 654 | |||
|
|
Cash flow from group operating activities in 2000 included payments of approximately 550 million to settle share options and similar obligations in Bestfoods consequent to the change of control.
Cash flow from exceptional items included in operating profit comprises:
million
2001 |
|
million
2000 |
|
|
|
|
|||
Restructuring | (1 131) | (485) | ||
Business disposals | 1 650 | 626 | ||
Other, including asset disposals | 429 | 428 | ||
|
|
|||
Total | 948 | 529 | ||
|
|
|||
Of which related to items included in group operating profit in the current year | 1 313 | |||
Of which related to items included in group operating profit in prior years | (365) | |||
|
|
|||
Total | 948 | |||
|
|
Unilever Annual Report & Accounts and Form 20-F 2001
NOTES TO THE CONSOLIDATED ACCOUNTS | > 78 |
Unilever Group |
26 Analysis of cash flows for headings netted in the cash flow statement
million
2001 |
|
million
2000 |
|
million
1999 |
||
|
|
|||||
Returns on investments and servicing of finance | ||||||
Dividends from other fixed investments | 7 | 4 | 10 | |||
Interest received | 191 | 346 | 320 | |||
Interest paid | (1 842) | (966) | (378) | |||
Preference dividend paid | (48) | (41) | (14) | |||
Dividends and other payments to minority shareholders | (195) | (141) | (94) | |||
|
|
|||||
Total | (1 887) | (798) | (156) | |||
|
|
|||||
Capital expenditure and financial investment | ||||||
Purchase of tangible fixed assets | (1 536) | (1 361) | (1 314) | |||
Disposal of tangible fixed assets | 579 | 471 | 65 | |||
Acquisition/disposal of fixed investments | 35 | 13 | 12 | |||
Purchase of own shares (employee share plans) | (436) | (184) | (264) | |||
|
|
|||||
Total | (1 358) | (1 061) | (1 501) | |||
|
|
|||||
Acquisitions and disposals | ||||||
Acquisition of group companies | (132) | (27 777) | (483) | |||
Bestfoods | | (23 623) | | |||
Other acquisitions | (132) | (4 154) | (483) | |||
Cash balances of businesses acquired | (1) | (231) | 20 | |||
Bestfoods | | (22) | | |||
Other acquisitions | (1) | (209) | 20 | |||
Consideration paid in respect of acquisitions made in previous years | (1) | (2) | (25) | |||
Disposal of acquired business held for resale | 1 968 | | | |||
Disposal of group companies | 1 650 | 626 | 123 | |||
Cash balances of businesses sold | (9) | 11 | 3 | |||
Consideration received in respect of disposals made in previous years | 2 | | | |||
|
|
|||||
Total | 3 477 | (27 373) | (362) | |||
|
|
|||||
Management of liquid resources | ||||||
Purchase of current investments | (108) | (217) | (447) | |||
Sale of current investments | 121 | 1 428 | 4 020 | |||
(Increase)/decrease in cash on deposit | 1 093 | 1 253 | 2 102 | |||
|
|
|||||
Total | 1 106 | 2 464 | 5 675 | |||
|
|
|||||
Financing | ||||||
Issue/purchase of shares by group companies to/(from) minority shareholders | (3) | (18) | 4 | |||
Debt due within one year: | ||||||
Increases | 3 854 | 15 001 | 191 | |||
Repayments | (13 618) | (2 716) | (390) | |||
Debt after one year: | ||||||
Increases | 4 933 | 10 692 | 61 | |||
Repayments | (264) | (57) | (12) | |||
|
|
|||||
Total | (5 098) | 22 902 | (146) | |||
|
|
|||||
Included as liquid resources are term deposits of less than one year, government securities and A- or higher rated money and capital | ||||||
market instruments. |
Unilever Annual Report & Accounts and Form 20-F 2001
Financial Statements |
NOTES TO THE CONSOLIDATED ACCOUNTS | > 79 |
Unilever Group |
27 Analysis of net funds/(debt) | |||||||||||
million
|
million
|
|
million
|
|
million
|
|
million
|
|
million
|
||
1 January
2001
|
Cash
Flow
|
|
Acquisitions/
Disposals
(excl. cash &
overdrafts)
|
|
Other
non cash
changes
|
|
Currency
movements
|
|
31 December
2001
|
||
|
|
||||||||||
Cash on call and in hand | 1 235 | 205 |
|
136 | 1 576 | ||||||
Overdrafts | (393) | (11) |
|
4 | (400) | ||||||
|
|
|
|
||||||||
194 |
|
||||||||||
|
|||||||||||
Borrowings due within one year | (16 282) | 9 764 |
3
|
(4 074) | (290) | (10 879) | |||||
Borrowings due after one year | (13 066) | (4 669) |
(1)
|
3 874 | (359) | (14 221) | |||||
|
|
|
|
||||||||
5 095 |
|
||||||||||
|
|||||||||||
Current investments | 660 | (13) |
|
(208) | | 439 | |||||
Cash on deposit | 1 378 | (1 093) |
|
| 1 | 286 | |||||
|
|
|
|
||||||||
(1 106) |
|
||||||||||
Net funds/(debt) | (26 468) | 4 183 |
2
|
(408) | (508) | (23 199) | |||||
|
|
Other non-cash changes include profits and losses on disposal and adjustments to realisable value of current investments; exchange gains and losses on borrowings; and the reclassification of long-term borrowings falling due within one year at the balance sheet date.
28
Equity-based
compensation plans
As at 31
December 2001, the Group had a number of equity-based compensation
plans:
(i)
All-Employee Option Plans
Local
All-Employee Plans have been set up in several countries to enhance employee
involvement with Unilever and its performance by providing a potential
financial benefit linked to the Unilever share price. There are no individual
performance targets to be met. The schemes permit participation by all
permanent employees in the country where the relevant scheme applies.
(ii)
Executive Option Plans
The Executive
Plans were introduced in 1985 to reward key employees throughout the world for
their contribution to the enhancement of the Groups longer-term future
and their commitment to the Group over a sustained period. The grant is
discretionary, dependent on performance of the Company and the individual.
(iii)
The Share Matching Plans
If executives
invest part of their annual bonus in Unilever shares, the Company will match
this with the same number of shares on condition that they keep all shares for
an agreed number of years and will still be employed by Unilever on
vesting.
(iv)
The TSR Long-Term Incentive Plan
This plan was
introduced in 2001 and depending on the TSR ranking (see page 33) of Unilever
in comparison with its peer group it will potentially award top executives on
the vesting date three years later with a number of Unilever shares.
(v) The
Restricted Share Plan
Restricted
shares awarded to a select number of executives for special performance. Awards
will vest provided they are still employed by Unilever three or five years
after the award.
(vi)
The North American Performance Share Plan
A long-term
incentive plan for North American managers awarding Unilever shares if company
and personal performance targets are met over a three-year period.
Unilever will not grant more share options in respect of Executive Plans than 5% of its issued ordinary capital and for all Plans together, no more than 10% of its issued ordinary capital. The Board does not apportion these limits to each plan separately.
In recent years we have met the obligations under our option plans by purchasing shares in advance and transferring them to directors and employees as the options are exercised.
Unilever Annual Report & Accounts and Form 20-F 2001
NOTES TO THE CONSOLIDATED ACCOUNTS | > 80 |
Unilever Group |
28 Equity-based compensation
plans
continued
The Group
applies accounting policies consistent with APB Opinion 25 and related
interpretations in accounting for these plans.
Accordingly,
the Group has recognised the following compensation costs,
46 million in 2001,
6 million in 2000 and
13 million in 1999. Had the
Group accounted for options under the requirement of SFAS 123, the impact on
reported results would have been as follows:
million
2001 |
|
million
2000 |
|
million
1999 |
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Actual compensation costs recognised | 46 | 6 | 13 | |||||||||
Pro forma compensation cost under SFAS 123 | 106 | 57 | 56 | |||||||||
Actual net profit | 1 838 | 1 105 | 2 771 | |||||||||
Pro forma net profit under SFAS 123 | 1 778 | 1 054 | 2 739 | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Euros per
0.51
|
Euro cents per
1.4p
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
||
2001
|
|
2000
|
|
1999
|
|
2001
|
|
2000
|
|
1999
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
Actual earnings per share | 1.82 | 1.07 | 2.63 | 27.27 | 16.08 | 39.48 | ||||||
Pro forma earnings per share | 1.76 | 1.02 | 2.60 | 26.36 | 15.32 | 39.04 | ||||||
Actual diluted earnings per share | 1.77 | 1.05 | 2.57 | 26.54 | 15.69 | 38.50 | ||||||
Pro forma diluted earnings per share | 1.71 | 1.00 | 2.54 | 25.65 | 14.94 | 38.06 | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
The remaining disclosures required by SFAS 123, including a description of the method and significant assumptions used to estimate the fair values of options and the weighted-average information, are given below for each type of plan, on a combined basis.
(i)
All-Employee Option Plans
Unilever has All-Employee
Plans in 15 countries, which can be grouped together as follows:
(a) | Plans which follow a standard framework: Austria, Belgium, Denmark, Finland, France, Germany, Italy, Netherlands, Portugal, Spain, Sweden and Switzerland. |
(b) | Other plans: North America, South Africa and United Kingdom. |
Group
(a):
The standard framework for
these countries means, in principle, an annual grant of options over NV shares,
at the same grant date, exercise price (the market price on the grant date) and
grant size (including part-time employees pro rata) and with the same
eligibility criteria (all permanent employees in a country). There are no
vesting conditions other than being continuously employed by a Group company
until the vesting date.
Group
(b):
The UK and South Africa plans
annually offer options over PLC shares, combined with a compulsory (UK) or
optional (South Africa) savings plan. The exercise price is the market price at
date of grant, except that prior to 2000 the exercise price of the UK plan was
set at either 80% or 90% of the market price with the discount being amortised
to remuneration cost over the vesting period.
The North American plan is a biannual share purchase offering, with a compulsory savings plan, under which up to 10% of the salary of eligible employees is withheld. After two years employees can use the savings to buy NV New York shares at a discount of 10%. This discount is amortised to remuneration cost over the two-year vesting period. The maximum number of shares made available under any offering is two million.
The table below summarises the main country-specific differences between the plans:
Country (year of introduction) |
Maximum term
Years |
Vesting period
Years |
Exercise period
|
Remarks
|
||
|
|
|
|
|
|
|
Austria (2001) | 5 |
3
|
24 months |
|
||
Belgium (2001) | 5 |
4
|
12 months |
|
||
Denmark (2001) | 5 |
3
|
24 months |
|
||
Finland (2001) | 5 |
3
|
24 months |
on 3rd, 4th or 5th
anniversary
|
||
France (2000) | 5.5 |
5
|
6 months |
|
||
Germany (2000) | 5 |
3
|
24 months |
|
||
Italy (2001) | 5 |
3
|
24 months |
|
||
Netherlands (1995) | 5 |
5
|
1 day |
on 3rd or 5th
anniversary
|
||
Portugal (2001) | 3.5 |
3
|
6 months |
|
||
Spain (2001) | 5 |
3
|
24 months |
|
||
Sweden (2001) | 5 |
5
|
1 day |
partly convertible
bonds
|
||
Switzerland (2001) | 5 |
3
|
24 months |
|
||
UK (1985) | 5.5 |
5
|
6 months |
sharesave plan
|
||
South Africa (2001) | 3.5 |
3
|
6 months |
optional sharesave
plan
|
||
North America (1995) | 2 |
2
|
1 day |
purchase plan
|
||
|
|
|
|
|
|
|
Unilever Annual Report & Accounts and Form 20-F 2001
Financial Statements |
NOTES TO THE CONSOLIDATED ACCOUNTS | > 81 |
Unilever Group |
28 Equity-based compensation
plans
continued
A summary of the
status of the All-Employee Plans as at 31 December 2001, 2000 and 1999 and
changes during the years ended on these dates is presented below:
Number of
shares |
|
2001
Weighted average price |
|
Number of
shares |
|
2000
Weighted average price |
|
Number of
shares |
|
1999
Weighted average price |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
NV shares of
0.51
|
|
|||||||||||
Outstanding at 1 January |
1 634 437
|
54.41 | 690 838 | 54.38 | 467 687 | 47.06 | ||||||
Granted |
1 853
007
|
64.65 | 1 204 863 | 53.05 | 276 751 | 63.65 | ||||||
Exercised |
(225
614)
|
51.85 | (125 707) | 40.72 | (53 600) | 38.30 | ||||||
Forfeited/Expired (a) |
(152
570)
|
57.10 | (135 557) | 54.94 | | | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at 31 December |
3 109 260
|
60.56 | 1 634 437 | 54.41 | 690 838 | 54.38 | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at 31 December |
42 412
|
42.99 | 94 861 | 37.58 | 159 489 | 33.31 | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
PLC shares of 1.4p |
|
|||||||||||
Outstanding at 1 January |
26 512 577
|
£4.14 | 30 777 318 | £4.00 | 32 029 021 | £3.58 | ||||||
Granted |
4 411 833
|
£5.29 | 7 960 043 | £4.25 | 6 252 700 | £5.14 | ||||||
Exercised |
(5 756
768)
|
£2.94 | (5 717 614) | £2.74 | (4 521 318) | £2.42 | ||||||
Forfeited/Expired (a) |
(3 165
328)
|
£4.62 | (6 507 170) | £4.84 | (2 983 085) | £4.30 | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at 31 December |
22 002 314
|
£4.61 | 26 512 577 | £4.14 | 30 777 318 | £4.00 | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at 31 December |
250 760
|
£2.78 | 192 156 | £2.68 | 127 864 | £2.29 | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
NV New York shares of 0.51 |
|
|||||||||||
Outstanding at 1 January |
470 680
|
$52.43 | 633 913 | $52.43 | 785 756 | $47.83 | ||||||
Granted |
|
| | | 633 913 | $52.43 | ||||||
Exercised |
(255
208)
|
$52.43 | | | (701 897) | $47.83 | ||||||
Forfeited/Expired (a) |
(215
472)
|
$52.43 | (163 233) | $52.43 | (83 859) | $47.83 | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at 31 December |
|
| 470 680 | $52.43 | 633 913 | $52.43 | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at 31 December |
|
| | | | | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) The number of expired options is immaterial. |
|
2001
|
|
2000
|
|
1999
|
||
|
|
|
|
|
|
|
NV option value information (b) | ||||||
Fair value per option (c) | 15.13 | 10.18 |
13.43
|
|||
Valuation assumptions | ||||||
Expected option term |
3.5 years
|
|
4.0 years
|
|
3.0 years
|
|
Expected volatility | 29.3% | 28.6% | 29.5% | |||
Expected dividend yield | 2.2% | 4.5% |
1.6%
|
|||
Risk-free interest rate | 4.5% | 4.9% |
3.2%
|
|||
|
|
|
|
|
|
|
PLC option value information (b) | ||||||
Fair value per option (c) | £1.31 | £1.05 |
£1.40
|
|||
Valuation assumptions |
|
|||||
Expected option term |
4.7 years
|
|
5.0 years
|
|
5.0 years
|
|
Expected volatility | 28.1% | 25.6% | 25.0% | |||
Expected dividend yield | 2.8% | 3.3% |
2.8%
|
|||
Risk-free interest rate | 5.4% | 5.7% |
5.2%
|
|||
|
|
|
|
|
|
|
NV New York shares option value information (b) | ||||||
Fair value per option (c) | | |
$14.80
|
|||
Valuation assumptions |
|
|||||
Expected option term | | |
2.0 years
|
|||
Expected volatility | | |
34.2%
|
|||
Expected dividend yield | | |
1.2%
|
|||
Risk-free interest rate | | |
3.7%
|
|||
|
|
|
|
|
|
|
Actual compensation costs recognised ( million) | 4 | 4 |
6
|
|||
|
|
|
|
|
|
|
(b) Weighted average of options granted during each period. | ||||||
(c) Estimated using Black Scholes option pricing method. |
Unilever Annual Report & Accounts and Form 20-F 2001
NOTES TO THE CONSOLIDATED ACCOUNTS | > 82 |
Unilever Group |
28 Equity-based compensation
plans
continued
The
exercise prices and remaining life of the All-Employee Option Plans as at 31
December 2001 are as follows:
Options
outstanding
|
|
Options
exercisable
|
|
||||||||||
|
|||||||||||||
Range of
exercise prices |
Number
outstanding at
31 December
2001
|
Weighted
average
remaining
contractual
life
|
|
Weighted
average
exercise price
|
|
Number
exercisable at
31 December
2001
|
|
Weighted
average
exercise price
|
|
||||
|
|
|
|
||||||||||
NV shares of 0.51 |
42.99
57.63
|
|
1 104 359
|
|
3 years
|
|
53.36
|
|
42 412
|
|
42.99
|
||
63.65
64.65
|
|
2 004 901
|
|
4 years
|
|
64.53
|
|
|
|
|
|
||
|
|
|
|
||||||||||
PLC shares of 1.4p |
£2.78
£3.71
|
|
5 866 499
|
|
1 year
|
|
£3.67
|
|
250 760
|
|
£2.78
|
||
£4.25
£5.94
|
16 135 815 | 4 years | £4.96 | | | ||||||||
|
|
|
|
||||||||||
NV New York shares of 0.51 |
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
(ii) Executive Option
Plans
The Executive
Option Plans are made up of the following plans, which are granted to key
employees of the Group on a discretionary basis:
The NV Executive Option
Plan
The NV
Executive Option Plan provides for the granting of options to purchase shares
of Unilever N.V. and, from 1997 onwards, also shares of Unilever PLC, at the
market price on the day the options were granted. Options granted until March
2001 become exercisable immediately from the date of grant but cannot be sold
within three years; options granted from November 2001 become exercisable after
three years. The options have a maximum term of five years for the grants made
up to 1998 and of ten years for subsequent grants.
The PLC Executive Option
Plan
The PLC
Executive Option Plan provides for the granting of options to purchase shares
of Unilever PLC and from 1997 onwards, also shares of Unilever N.V., at the
market price on the day the options were granted. These options become
exercisable after a three-year period from the date of grant and have a maximum
term of ten years.
The NA Executive Option
Plan
The NA
Executive Option Plan provides for the granting of options to purchase a
maximum of 3 200 000 shares in Unilever N.V. of the New York Registry, and from
1997, 4 000 000 shares of Unilever PLC, at the market value on the day the
options are granted. These options become exercisable over a three-year period
from the date of grant and have a maximum term of ten years.
In addition, managers working in India can participate in an Executive Option Plan relating to Hindustan Lever Limiteds shares. As these are neither NV nor PLC shares, no figures for this plan are included in this note.
A summary of the status of the Executive Schemes as at 31 December 2001, 2000 and 1999 and changes during the years ended on these dates is presented below:
|
Number of
shares |
|
2001
Weighted average price |
|
Number of
shares |
|
2000
Weighted average price |
|
Number of
shares |
|
1999
Weighted average price |
||
|
|
|
|
|
|
||||||||
NV shares of
0.51
|
|||||||||||||
Outstanding at 1 January | 4 835 834 | 57.68 | 3 856 658 | 54.49 | 2 540 242 | 44.54 | |||||||
Granted | 4 017 741 | 58.26 | 1 659 616 | 54.56 | 1 681 638 | 63.50 | |||||||
Exercised | (372 052) | 33.83 | (615 538) | 28.88 | (354 852) | 25.55 | |||||||
Forfeited/Expired (a) | (283 474) | 60.40 | (64 902) | 61.73 | (10 370) | 67.03 | |||||||
|
|
|
|
|
|
||||||||
Outstanding at 31 December | 8 198 049 | 58.95 | 4 835 834 | 57.68 | 3 856 658 | 54.49 | |||||||
|
|
|
|
|
|
||||||||
Exercisable at 31 December | 4 788 521 | 58.75 | 3 418 554 | 56.22 | 2 778 657 | 51.87 | |||||||
|
|
|
|
|
|
||||||||
PLC shares of 1.4p | |||||||||||||
Outstanding at 1 January | 34 455 159 | £4.89 | 26 221 302 | £4.98 | 16 483 769 | £4.45 | |||||||
Granted | 26 126 694 | £4.97 | 10 793 301 | £4.35 | 10 972 600 | £5.55 | |||||||
Exercised | (1 649 129) | £3.42 | (2 129 344) | £3.25 | (1 145 041) | £2.64 | |||||||
Forfeited/Expired (a) | (1 677 012) | £5.11 | (430 100) | £5.56 | (90 026) | £5.41 | |||||||
|
|
|
|
|
|
||||||||
Outstanding at 31 December | 57 255 712 | £4.96 | 34 455 159 | £4.89 | 26 221 302 | £4.98 | |||||||
|
|
|
|
|
|
||||||||
Exercisable at 31 December | 34 846 599 | £4.90 | 25 183 453 | £4.72 | 19 132 247 | £4.75 | |||||||
|
|
|
|
|
|
Unilever Annual Report & Accounts and Form 20-F 2001
Financial Statements |
NOTES TO THE CONSOLIDATED ACCOUNTS | > 83 |
Unilever Group |
28 Equity-based compensation plans continued | |||||||||||||||||||
Number of
shares |
2001
Weighted average price |
Number of
shares |
2000
Weighted average price |
Number of
shares |
1999
Weighted average price |
||||||||||||||
|
|
|
|
|
|
||||||||||||||
NV New York shares of
0.51
|
|||||||||||||||||||
Outstanding at 1 January |
2 030 941
|
$
47.29
|
|
1 963 471
|
$
45.41
|
|
1 702 300
|
$
41.04
|
|||||||||||
Granted |
840 937
|
$
52.22
|
|
294 645
|
$
51.77
|
|
293 888
|
$
69.19
|
|||||||||||
Exercised |
(119 965)
|
$
36.02
|
|
(185 740)
|
$
30.53
|
|
(23 933)
|
$
29.27
|
|||||||||||
Forfeited/Expired (a) |
(14 992)
|
$
59.43
|
|
(41 435)
|
$
65.22
|
|
(8 784)
|
$
38.41
|
|||||||||||
|
|
|
|
|
|
||||||||||||||
Outstanding at 31 December |
2 736 921
|
$
49.23
|
|
2 030 941
|
$
47.29
|
|
1 963 471
|
$
45.41
|
|||||||||||
|
|
|
|
|
|
||||||||||||||
Exercisable at 31 December |
1 632 955
|
$
46.29
|
|
1 473 860
|
$
42.00
|
|
1 388 599
|
$
36.21
|
|||||||||||
|
|
|
|
|
|
||||||||||||||
PLC shares of 1.4p in the form of ADRs (d) | |||||||||||||||||||
Outstanding at 1 January |
7 491 864
|
$
8.33
|
|
5 830 480
|
$
8.82
|
|
3 878 316
|
$
8.58
|
|
||||||||||
Granted |
5 566 904
|
$
7.25
|
|
1 975 788
|
$
6.95
|
|
1 968 176
|
$
9.30
|
|||||||||||
Exercised |
(208 116)
|
$
6.86
|
|
(47 572)
|
$
6.72
|
|
(5 356)
|
$
6.72
|
|
||||||||||
Forfeited/Expired (a) |
(105 808)
|
$
8.08
|
|
(266 832)
|
$
9.13
|
|
(10 656)
|
$
9.46
|
|
||||||||||
|
|
|
|
|
|
||||||||||||||
Outstanding at 31 December |
12 744 844
|
$
7.88
|
|
7 491 864
|
$
8.33
|
|
5 830 480
|
$
8.82
|
|||||||||||
|
|
|
|
|
|
||||||||||||||
Exercisable at 31 December |
5 415 724
|
$
8.57
|
|
3 758 584
|
$
8.35
|
|
1 982 696
|
$
7.92
|
|||||||||||
|
|
|
|
|
|
(a) The number of expired options is immaterial. |
(d) 1 ADR is equivalent to 4 PLC shares. |
2001
|
2000
|
1999
|
||||
|
|
|||||
NV option value information (b) | ||||||
Fair value per option (c) |
16.57
(e)
|
|
10.83
(e)
|
|
12.09
(e)
|
|
£8.94
(f)
|
|
£6.25
(f)
|
|
£9.03
(f)
|
|
|
$
13.96
(g)
|
|
$
15.97
(g)
|
|
$
19.45
(g)
|
|
|
Valuation assumptions | ||||||
Expected option term |
6.3 years
|
6.3 years
|
5.0 years
|
|||
Expected volatility |
28.5%
|
24.5%
|
21.4% | |||
Expected dividend yield |
2.5%
|
4.0%
|
1.5%
|
|||
Risk-free interest rate |
4.1%
|
5.2%
|
3.7%
|
|||
|
|
|
|
|
|
|
PLC option value information (b) | ||||||
Fair value per option (c) |
2.01
(e)
|
1.82
(e)
|
1.66 (e) | |||
£1.24
(f)
|
£1.00
(f)
|
£1.16
(f)
|
||||
$
1.86
(g)
|
$1.95
(g)
|
$2.23
(g)
|
||||
Valuation assumptions | ||||||
Expected option term |
6.8 years
|
6.3 years
|
5.0 years
|
|||
Expected volatility |
26.0%
|
23.9%
|
23.1% | |||
Expected dividend yield |
2.9%
|
3.2%
|
2.8%
|
|||
Risk-free interest rate |
4.6%
|
5.9%
|
4.7%
|
|||
|
|
|
|
|
|
|
Actual compensation costs recognised ( million) |
|
|
7 | |||
|
|
|
|
|
|
|
(b)
Weighted
average of options granted during each period.
(c) Estimated using Black Scholes option pricing method. (e) Fair value per option of the NV Executive Option Plan. (f) Fair value per option of the PLC Executive Option Plan. (g) Fair value per option of the NA Executive Option Plan. |
Unilever Annual Report & Accounts and Form 20-F 2001
NOTES TO THE CONSOLIDATED ACCOUNTS | > 84 |
Unilever Group |
28 Equity-based compensation
plans
continued
The exercise
prices and remaining life of the Executive Option Plans as at 31 December 2001
are as follows:
|
|
Options
outstanding
|
Options
exercisable
|
|||||||
|
|
|
|
|
|
|
|
|
||
Range of
exercise prices |
|
Number
outstanding at 31 December 2001 |
Weighted
averagere maining contractual life |
Weighted
average exercise price |
|
Number
exercisable at 31 December 2001 |
Weighted
average exercise price |
|||
|
|
|
|
|
|
|
|
|
|
|
NV shares of 0.51 |
42.79
60.85
|
5 701 161
|
9 years
|
56.10
|
2 872 549
|
53.89
|
||||
63.50
73.97
|
2 496 888
|
6 years
|
65.47
|
1 915 972
|
66.02
|
|||||
|
|
|
|
|
|
|
|
|
|
|
PLC shares of 1.4p |
£2.54
£3.08
|
3 135 879
|
3 years
|
£2.93
|
3 135 879
|
£2.93
|
||||
£3.43
£4.78
|
27 136 885
|
8 years
|
£4.52
|
19 175 648
|
£4.50
|
|||||
£5.24
£6.79
|
26 982 948
|
8 years
|
£5.64
|
12 535 072
|
£6.01
|
|||||
|
|
|
|
|
|
|
|
|
|
|
NV New York shares of 0.51 |
$25.67
$33.89
|
823 766
|
3 years
|
$30.72
|
823 766
|
$30.72
|
||||
$41.16
$56.13
|
1 393 944
|
8 years
|
$51.41
|
381 602
|
$49.44
|
|||||
$69.19
$76.69
|
519 211
|
7 years
|
$72.72
|
427 587
|
$73.48
|
|||||
|
|
|
|
|
|
|
|
|
|
|
PLC shares of 1.4p in the form |
$5.56 $7.73
|
9 268 712
|
8 years
|
$7.08
|
2 553 148
|
$6.77
|
||||
of ADRs (d) |
$9.30
$10.85
|
3 476 132
|
7 years
|
$10.03
|
2 862 576
|
$10.18
|
||||
|
|
|
|
|
|
|
|
|
|
|
(d) 1 ADR is equivalent to 4 PLC shares |
|
|
(iii) The Share Matching
Plans
Under these
plans managers can invest up to 25% of their gross bonus in Unilever shares.
The Company matches this with the same number of shares on condition that all
shares are held for the agreed period, and that the manager is still employed
by Unilever at the end of this period. The North American managers participate
in the North American Share Bonus Plan, the others in the Variable Pay in
Shares Plan, both with a five-year retention period. The numbers below include
the numbers of the plan for the directors described in the Remuneration Report
on page 40.
A summary of the status of the Share Matching Plan as at 31 December 2001, 2000 and 1999 and changes during the years ended on these dates is presented below:
Number of
shares |
|
2001
Weighted average price |
|
Number of
shares |
|
2000
Weighted average price |
|
Number of
shares |
|
1999
Weighted average price |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
NV shares of 0.51 | ||||||||||||
Outstanding at 1 January | 26 302 | 0.00 | 4 891 | 0.00 | 2 809 | 0.00 | ||||||
Granted | 51 526 | 0.00 | 21 411 | 0.00 | 2 082 | 0.00 | ||||||
Exercised | | | | | | | ||||||
Forfeited/Expired (a) | (215) | 0.00 | | | | | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at 31 December | 77 613 | 0.00 | 26 302 | 0.00 | 4 891 | 0.00 | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at 31 December | | | | | | | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
PLC shares of 1.4p | ||||||||||||
Outstanding at 1 January | 198 676 | £0.00 | 36 779 | £0.00 | 19 877 | £0.00 | ||||||
Granted | 373 646 | £0.00 | 161 897 | £0.00 | 16 902 | £0.00 | ||||||
Exercised | | | | | | | ||||||
Forfeited/Expired (a) | (1 619) | £0.00 | | | | | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at 31 December | 570 703 | £0.00 | 198 676 | £0.00 | 36 779 | £0.00 | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at 31 December | | | | | | | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) The number of expired options is immaterial. |
Unilever Annual Report & Accounts and Form 20-F 2001
Financial Statements |
NOTES TO THE CONSOLIDATED ACCOUNTS |
>
85
|
Unilever Group |
28 Equity-based compensation plans continued
Number of
shares |
2001
Weighted
average
price
|
Number of
shares
|
2000
Weighted average price |
|||||
|
|
|
|
|
|
|
|
|
NV New York shares of
0.51
|
|
|
|
|
||||
Outstanding at 1 January |
5 034
|
$0.00
|
|
|
||||
Granted |
24 221
|
$0.00
|
5 034
|
$0.00
|
||||
Exercised |
|
|
|
|
||||
Forfeited/Expired |
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
Outstanding at 31 December |
29 255
|
$0.00
|
5 034
|
$0.00
|
||||
|
|
|
|
|
|
|
|
|
Exercisable at 31 December |
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
PLC shares of 1.4p in the form of ADRs (d) |
|
|
|
|
||||
Outstanding at 1 January |
37
264
|
$0.00
|
|
|
||||
Granted |
177 488
|
$0.00
|
37 264
|
$0.00
|
||||
Exercised |
|
|
|
|
||||
Forfeited/Expired |
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
Outstanding at 31 December |
214 752
|
$0.00
|
37 264
|
$0.00
|
||||
|
|
|
|
|
|
|
|
|
Exercisable at 31 December |
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
(d) 1 ADR is equivalent to 4 PLC shares |
|
|
|
|
||||
|
2001
|
2000
|
1999
|
|||||
|
|
|
|
|
|
|
|
|
NV option value information (b) |
|
|
|
|
||||
Fair value per option |
|
61.73
|
52.68
|
68.15
|
||||
|
$56.54
|
$49.13
|
|
|||||
|
|
|
|
|
|
|
|
|
PLC option value information (b ) |
|
|
|
|
||||
Fair value per option |
|
£5.22
|
£4.22
|
£5.94
|
||||
|
$7.70
|
$6.63
|
|
|||||
|
|
|
|
|
|
|
|
|
Actual compensation costs recognised ( million) |
|
2
|
|
|
||||
|
|
|
|
|
|
|
|
|
(b) Weighted average of options granted during each period. |
|
|
|
|
(iv) The TSR Long-Term
Incentive Plan
This plan was
introduced in 2001 and grants were made to Board members and some senior
executives. The level of award which will vest will vary in accordance with the
Total Shareholder Return in comparison with a peer group (see description on
page 33). If the ranking is below the median, the award will lapse; the higher
the ranking above the median, the higher the award.
A summary of the status of the TSR Long-Term Incentive Plan as at 31 December 2001 and changes during the year ended on that date is presented below:
Number of
shares |
|
2001
Weighted average price |
||
|
|
|
|
|
NV shares of 0.51 | ||||
Outstanding at 1 January | | | ||
Granted | 71 564 | 0.00 | ||
Exercised | | | ||
Forfeited/Expired | | | ||
|
|
|
|
|
Outstanding at 31 December | 71 564 | 0.00 | ||
|
|
|
|
|
Exercisable at 31 December | | | ||
|
|
|
|
|
PLC shares of 1.4p | ||||
Outstanding at 1 January | | | ||
Granted | 533 481 | £0.00 | ||
Exercised | | | ||
Forfeited/Expired | | | ||
|
|
|
|
|
Outstanding at 31 December | 533 481 | £0.00 | ||
|
|
|
|
|
Exercisable at 31 December | | | ||
|
|
|
|
|
Unilever Annual Report & Accounts and Form 20-F 2001
NOTES TO THE CONSOLIDATED ACCOUNTS |
|
|||
Unilever Group |
28 Equity-based
compensation plans
continued
2001
|
||
|
|
|
NV option value information (b) |
|
|
Fair value per option (h) |
57.33
|
|
|
|
|
PLC option value information (b) |
|
|
Fair value per option (h) |
£5.11
|
|
|
|
|
Actual compensation costs recognised ( million) |
2
|
|
|
|
|
(b) | Weighted average of options granted during each period. |
(h) | Estimated using adapted binomial pricing model based on cross-volatilities of peer group TSR |
(v) The Restricted Share
Plan
During 2000 and
2001 a number of executives have been awarded the right to receive NV and PLC
shares at a specified date in the future between 2001 and 2003, on the
condition that they will still be employed by Unilever at that time. No
directors participate in this plan.
A summary of the status of the Restricted Share Plan as at 31 December 2001 and 2000 and changes during the years ended on these dates is presented below:
Number of
shares |
2001
Weighted average price |
|
Number of
shares |
|
2000
Weighted average price |
|
||
|
|
|
|
|
|
|
|
|
NV shares of
0.51
|
||||||||
Outstanding at 1 January | 165 046 | 0.00 | | | ||||
Granted | 256 662 | 0.00 | 165 046 | 0.00 | ||||
Exercised | (40 380) | 0.00 | | | ||||
Forfeited/Expired | | | | | ||||
|
|
|
|
|
|
|
|
|
Outstanding at 31 December | 381 328 | 0.00 | 165 046 | 0.00 | ||||
|
|
|
|
|
|
|
|
|
PLC shares of 1.4p | ||||||||
Outstanding at 1 January | 1 220 226 | £0.00 | | | ||||
Granted | 1 894 148 | £0.00 | 1 220 226 | £0.00 | ||||
Exercised | (299 236) | £0.00 | | | ||||
Forfeited/Expired | | | | | ||||
|
|
|
|
|
|
|
|
|
Outstanding at 31 December | 2 815 138 | £0.00 | 1 220 226 | £0.00 | ||||
|
|
|
|
|
|
|
|
|
2001 | 2000 | |||||||
|
|
|
|
|
|
|
|
|
NV option value information (b) | ||||||||
Fair value per option | 67.40 | 53.72 | ||||||
|
|
|
|
|
|
|
|
|
PLC option value information (b) | ||||||||
Fair value per option | £5.73 | £4.45 | ||||||
|
|
|
|
|
|
|
|
|
Actual compensation costs recognised ( million) | 6 | 2 | ||||||
|
|
|
|
|
|
|
|
|
(b) | Weighted average of options granted during each period. |
(vi) The North American
Performance Share Plan
This long-term
incentive plan for North American managers awards Unilever shares if company
and personal performance targets are met over a three-year period. It was
introduced in 2001 to replace a former long-term incentive plan with cash
awards rather than shares.
A summary of the status of the North American Performance Share Plan as at 31 December 2001 and changes during the year ended on that date is presented below:
|
Number of
shares |
|
2001
Weighted average price |
|
|
|
|
|
|
NV New York shares of
0.51
|
|
|
|
|
Outstanding at 1 January |
|
|
|
|
Granted |
625
451
|
|
$0.00
|
|
Exercised |
|
|
|
|
Forfeited/Expired |
|
|
|
|
|
|
|
|
|
Outstanding at 31 December |
625
451
|
|
$0.00
|
|
|
|
|
|
|
Exercisable at 31 December |
|
|
|
|
|
|
|
|
|
Unilever Annual Report & Accounts and Form 20-F 2001
Financial Statements |
NOTES TO THE CONSOLIDATED ACCOUNTS |
|
|||
Unilever Group |
28 Equity-based compensation plans continued
Number of
shares |
|
2001
Weighted average price |
|
|
|
|
|
|
|
PLC shares of 1.4p in the form of ADRs (d) |
|
|
|
|
Outstanding at 1 January |
|
|
|
|
Granted |
4 665 064
|
|
$
0.00
|
|
Exercised |
|
|
|
|
Forfeited/Expired |
|
|
|
|
|
|
|
|
|
Outstanding at 31 December |
4 665 064
|
|
$
0.00
|
|
|
|
|
|
|
Exercisable at 31 December |
|
|
|
|
|
|
|
|
|
(d) 1 ADR is equivalent to 4 PLC shares. |
|
|
|
|
|
|
|
|
|
|
|
2001
|
|
|
|
|
|
|
|
NV option value information (b) |
|
|
|
|
Fair value per option |
|
|
$
59.65
|
|
|
|
|
|
|
PLC option value information (b) |
|
|
|
|
Fair value per option |
|
|
$
8.59
|
|
|
|
|
|
|
Actual compensation costs recognised ( million) |
|
|
32
|
|
|
|
|
|
|
(b) | Weighted average of options granted during each period. |
Employee share option plans:
additional information
At 31 December
2001, there were options outstanding to purchase 12 446 685 (2000: 7 528 810)
0.51 ordinary NV shares,
and
56
763 080 (2000: 27 733 624) 1.4p ordinary PLC shares in respect of equity-based
compensation plans of NV and its subsidiaries and the North American plans, and
2 782 756 (2000:1 608 128)
0.51 ordinary NV shares and 44
038 928 (2000: 41 946 202) 1.4p ordinary PLC shares in respect of equity-based
compensation plans of PLC and its subsidiaries.
To satisfy the options granted, certain NV group companies hold 13 679 007 (2000: 9 417 914) certificates or depositary receipts of ordinary shares of NV and 43 038 640 (2000: 27 394 112) of PLC, a forward equity contract at a spot price of £5.59 to buy 10 000 000 (2000: nil) PLC shares in 2006 has been entered into, and trusts in Jersey and the United Kingdom hold 41 531 145 (2000: 40 194 042) PLC shares. The book value of the shares held by the trusts, together with their borrowings, is taken up in the entity accounts of PLC, as required by United Kingdom UITF Abstract 13. The trustees of these trusts have agreed, until further notice, to waive dividends on these shares, save for the nominal sum of 0.01p per 1.4p ordinary share. Shares acquired during 2001 represent 0.8% of the Groups called-up capital. The balance at year end is 2.6% (2000: 2.0%).
The book value of 1 480 million (2000: 1 028 million) of all shares held in respect of equity-based compensation plans for both NV and PLC is eliminated on consolidation by deduction from other reserves (see note 22 on page 75). Their market value at 31 December 2001 was 1 681 million (2000: 1 259 million).
At 31 December 2001 the exercise price of 11 382 978 (2000: 12 243 522) PLC options and 1 314 187 (2000: 1 354 607) NV options was above the market price of the shares. Shares held to satisfy options are accounted for in accordance with Dutch law. Any difference between the market value of the shares at the grant date and the exercise price of the related options is charged to the profit and loss account over the vesting period. In accordance with Dutch law, all other differences between the purchase price of the shares held to satisfy options granted and the exercise price of those options are charged to other reserves.
Options over the following number of shares were granted, exercised, forfeited or expired between 31 December 2001 and 28 February 2002.
|
|
Granted
|
|
Exercised, forfeited or
expired
|
|
|||
|
|
|
|
|
|
|
||
Shares of
1.4p
(i)
|
|
Shares of
0.51
(i)
|
|
Shares of 1.4p
(i)
|
|
Shares of
0.51
(i)
|
|
|
|
|
|
|
|
|
|
|
|
All-Employee Option Plans |
|
|
|
|
451 257
|
|
58 319
|
|
Executive Option Plans |
|
|
|
|
538 733
|
|
80 964
|
|
Share Matching Plans |
499 184
|
|
73 122
|
|
|
|
|
|
TSR Long-Term Incentive Plan |
|
|
|
|
|
|
|
|
Restricted Share Plan |
54 000
|
|
8 000
|
|
894 072
|
|
121 875
|
|
North American Performance Share Plan |
|
|
|
|
1 900
|
|
260
|
|
|
|
|
|
|
|
|
|
|
(i) | When under a North American Plan, in the form of PLC ADRs and NV New York Shares respectively. |
Unilever Annual Report & Accounts and Form 20-F 2001
NOTES TO THE CONSOLIDATED ACCOUNTS |
|
|||
Unilever Group |
29
Summarised
accounts of the NV and PLC parts of
the Group
The following
summarised accounts present the profit and loss account and balance sheet of
the Unilever Group, analysed between the NV and PLC parts of the Group
according to respective ownership.
Profit and loss account for the year ended 31 December
million
NV 2001 |
million
NV 2000 |
million
NV 1999 |
|
million
PLC 2001 |
million
PLC 2000 |
million
PLC 1999 |
|
|
|
|
|
|
|
|
|
|
|
Group turnover | 35 584 | 32 398 | 27 658 | 15 930 | 15 184 | 13 319 | ||
|
|
|
|
|
|
|
|
|
Group operating profit | 2 938 | 1 971 | 2 651 | 2 236 | 1 331 | 1 652 | ||
Total income from fixed investments | 43 | 55 | 38 | 53 | (2) | 14 | ||
Interest | (1 228) | (442) | (39) | (418) | (190) | 25 | ||
|
|
|
|
|
|
|
|
|
Profit on ordinary activities before taxation | 1 753 | 1 584 | 2 650 | 1 871 | 1 139 | 1 691 | ||
Taxation | (892) | (882) | (854) | (655) | (521) | (515) | ||
|
|
|
|
|
|
|
|
|
Profit on ordinary activities after taxation | 861 | 702 | 1 796 | 1 216 | 618 | 1 176 | ||
Minority interests | (44) | (27) | (35) | (195) | (188) | (166) | ||
|
|
|
|
|
|
|
|
|
Net profit | 817 | 675 | 1 761 | 1 021 | 430 | 1 010 | ||
|
|
|
|
|
|
|
|
|
Balance sheet as at 31 December | ||||||||
million
NV 2001 |
million
NV 2000 |
|
|
million
PLC 2001 |
million
PLC 2000 |
|
|
|
|
|
|
|
|
|
|
|
|
Fixed assets | ||||||||
Goodwill and intangibles | 19 012 | 20 166 | 6 085 | 6 301 | ||||
Other fixed assets | 6 600 | 7 194 | 3 524 | 3 802 | ||||
|
|
|
|
|
|
|
|
|
Current assets | ||||||||
Stocks | 3 520 | 3 550 | 1 823 | 1 871 | ||||
Debtors | 7 448 | 7 398 | 2 646 | 2 419 | ||||
Debtors due within one year | 5 418 | 5 612 | 1 767 | 1 642 | ||||
Debtors due after more than one year | 2 030 | 1 786 | 879 | 777 | ||||
Acquired businesses held for resale | | 1 250 | | 416 | ||||
Cash and current investments | 1 124 | 1 782 | 1 177 | 1 491 | ||||
|
|
|
|
|
|
|
|
|
12 092 | 13 980 | 5 646 | 6 197 | |||||
Creditors due within one year | (17 128) | (20 399) | (6 084) | (7 965) | ||||
Borrowings | (8 983) | (12 217) | (2 296) | (4 458) | ||||
Trade and other creditors | (8 145) | (8 182) | (3 788) | (3 507) | ||||
|
|
|
|
|
|
|
|
|
Net current assets | (5 036) | (6 419) | (438) | (1 768) | ||||
|
|
|
|
|
|
|
|
|
Total assets less current liabilities | 20 576 | 20 941 | 9 171 | 8 335 | ||||
|
|
|
|
|
|
|
|
|
Creditors due after more than one year | 11 894 | 9 424 | 3 132 | 4 661 | ||||
Borrowings | 11 233 | 8 593 | 2 988 | 4 473 | ||||
Trade and other creditors | 661 | 831 | 144 | 188 | ||||
Provisions for liabilities and charges | 5 342 | 4 962 | 1 520 | 1 442 | ||||
Intra-group NV/PLC | (1 757) | 200 | 1 757 | (200) | ||||
Minority interests | 41 | 55 | 623 | 563 | ||||
Capital and reserves | 5 056 | 6 300 | 2 139 | 1 869 | ||||
|
|
|
|
|
|
|
|
|
Total capital employed | 20 576 | 20 941 | 9 171 | 8 335 | ||||
|
|
|
|
|
|
|
|
|
Unilever Annual Report & Accounts and Form 20-F 2001
Financial Statements |
FIVE YEAR RECORD | > 89 |
Unilever Group |
The financial data below shows key figures which are derived from the audited consolidated accounts of the Unilever Group for the last five years and is qualified by reference to those accounts and notes. Please refer also to the notes on page 90.
Consolidated profit and loss
account
(a)
million
2001 |
million
2000 |
million
1999 |
million
1998 |
million
1997 |
||||||
|
|
|
|
|
|
|
|
|
|
|
Group turnover | 51 514 | 47 582 | 40 977 | 40 437 | 42 926 | |||||
|
|
|
|
|
|
|
|
|
|
|
Group operating profit | 5 174 | 3 302 | 4 303 | 4 410 | 3 432 | |||||
Exceptional items in operating profit | (588) | (1 992) | (269) | 125 | (817) | |||||
Amortisation of goodwill and intangibles | (1 387) | (435) | (23) | (8) | | |||||
Group operating profit before
exceptional items and amortisation
of goodwill and intangibles continuing businesses (b) |
7 149
|
5 729
|
4 595
|
4 293
|
4 016
|
|||||
Non-operating exceptional items (c) | | | | | 3 629 | |||||
Other income from fixed investments | 96 | 53 | 52 | 37 | 38 | |||||
Interest (d) | (1 646) | (632) | (14) | 156 | (104) | |||||
|
|
|
|
|
|
|
|
|
|
|
Profit on ordinary activities before taxation | 3 624 | 2 723 | 4 341 | 4 603 | 6 995 | |||||
|
|
|
|
|
|
|
|
|
|
|
Profit on ordinary activities after taxation | 2 077 | 1 320 | 2 972 | 3 088 | 5 096 | |||||
|
|
|
|
|
|
|
|
|
|
|
Net profit | 1 838 | 1 105 | 2 771 | 2 944 | 4 957 | |||||
|
|
|
|
|
|
|
|
|
|
|
Normal dividends on ordinary capital | (1 530) | (1 414) | (1 245) | (1 237) | (1 033) | |||||
Special dividends on ordinary capital | | | | (7 430) | | |||||
Preference dividends | (51) | (44) | (20) | (7) | (7) | |||||
|
|
|
|
|
|
|
|
|
|
|
Profit for the year retained | 257 | (353) | 1 506 | (5 730) | 3 917 | |||||
|
|
|
|
|
|
|
|
|
|
|
Combined earnings per share (e) | ||||||||||
Euros per 0.51 (1997-98: Fl. 1) of ordinary capital | 1.82 | 1.07 | 2.63 | 2.63 | 4.44 | |||||
Euro cents per 1.4p (1997-98: 1.25p) of ordinary capital | 27.27 | 16.08 | 39.48 | 39.47 | 66.57 | |||||
|
|
|
|
|
|
|
|
|
|
|
Ordinary dividends (f) | ||||||||||
NV euros per 0.51 (1997-98: Fl. 1) of ordinary capital (f) | 1.56 | 1.43 | 1.27 | 1.14 | 1.01 | |||||
PLC pence per 1.4p (1997-98: 1.25p) of ordinary capital | 14.54 | 13.07 | 12.50 | 10.70 | 8.42 | |||||
|
|
|
|
|
|
|
|
|
|
|
Special ordinary dividends | ||||||||||
NV euros per Fl. 1 of ordinary capital (f) | | | | 6.58 | | |||||
PLC pence per 1.25p of ordinary capital | | | | 66.13 | | |||||
|
|
|
|
|
|
|
|
|
|
|
Consolidated balance sheet (a) | ||||||||||
million
2001 |
million
2000 |
million
1999 |
million
1998 |
million
1997 |
||||||
|
|
|
|
|
|
|
|
|
|
|
Goodwill and intangible assets | 25 097 | 26 467 | 643 | 284 | | |||||
Other fixed assets | 10 124 | 10 996 | 8 963 | 8 336 | 9 246 | |||||
Stocks | 5 343 | 5 421 | 5 124 | 4 747 | 4 709 | |||||
Debtors | 10 094 | 9 817 | 7 685 | 6 738 | 6 966 | |||||
Acquired businesses held for resale | | 1 666 | | | | |||||
Total cash and current investments | 2 301 | 3 273 | 5 473 | 10 383 | 8 863 | |||||
|
|
|
|
|
|
|
|
|
|
|
Total assets | 52 959 | 57 640 | 27 888 | 30 488 | 29 784 | |||||
Creditors due within one year (g) | (23 212) | (28 364) | (12 134) | (17 976) | (9 839) | |||||
|
|
|
|
|
|
|
|
|
|
|
Total assets less current liabilities | 29 747 | 29 276 | 15 754 | 12 512 | 19 945 | |||||
|
|
|
|
|
|
|
|
|
|
|
Creditors due after one year | 15 026 | 14 085 | 2 832 | 3 042 | 3 296 | |||||
Provisions for liabilities and charges | 6 862 | 6 404 | 4 582 | 4 314 | 4 954 | |||||
Minority interests | 664 | 618 | 579 | 408 | 471 | |||||
Capital and reserves (g) | 7 195 | 8 169 | 7 761 | 4 748 | 11 224 | |||||
|
|
|
|
|
|
|
|
|
|
|
Total capital employed | 29 747 | 29 276 | 15 754 | 12 512 | 19 945 | |||||
|
|
|
|
|
|
|
|
|
|
|
Unilever Annual Report & Accounts and Form 20-F 2001
FIVE YEAR RECORD | > 90 |
Unilever Group |
Consolidated cash flow statement (a) | ||||||||||
|
million
2001
|
|
million
2000
|
|
million
1999
|
|
million
1998
|
|
million
1997
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow from operating activities | 7 497 | 6 738 | 5 654 | 4 514 | 5 558 | |||||
Returns on investments and servicing of finance | (1 805) | (760) | (128) | 91 | (340) | |||||
Taxation | (2 205) | (1 734) | (1 443) | (1 261) | (1 886) | |||||
Capital expenditure and financial investment | (1 358) | (1 061) | (1 501) | (1 399) | (1 259) | |||||
Acquisitions and disposals | 3 477 | (27 373) | (362) | 338 | 6 239 | |||||
Dividends paid on ordinary share capital | (1 420) | (1 365) | (1 266) | (1 073) | (936) | |||||
Special dividend | | | (6 093) | | | |||||
|
|
|
|
|
|
|
|
|
|
|
Cash flow before management of liquid resources and financing | 4 186 | (25 555) | (5 139) | 1 210 | 7 376 | |||||
Management of liquid resources | 1 106 | 2 464 | 5 675 | (2 003) | (6 408) | |||||
Financing | (5 098) | 22 902 | (146) | 42 | (688) | |||||
|
|
|
|
|
|
|
|
|
|
|
Increase/(decrease) in cash in the period | 194 | (189) | 390 | (751) | 280 | |||||
|
|
|
|
|
|
|
|
|
|
|
Key ratios | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
Return on shareholders equity (%) (h) | 23.2 | 12.5 | 42.3 | 24.6 | 49.8 | |||||
Return on capital employed (%) | 8.8 | 7.7 | 22.3 | 16.0 | 28.5 | |||||
Group operating margin (%) | 10.0 | 6.9 | 10.5 | 10.9 | 8.0 | |||||
Net profit margin (%) (i) | 3.6 | 2.3 | 6.8 | 7.3 | 11.6 | |||||
Net interest cover (times) | 3.2 | 5.3 | 319.0 | | 68.0 | |||||
Net interest cover based on EBITDA before exceptional items (times) | 5 | 11 | 412 | | 51 | |||||
Net gearing (adjusted) (%) | 71 | 73 | | | | |||||
Ratio of earnings to fixed charges (times) | 2.7 | 3.3 | 8.1 | 9.7 | 12.8 | |||||
Funds from operations after
interest and tax before exceptional
items over
lease adjusted net debt (%) |
18
|
|
14
|
|
251
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selected financial data on a US GAAP basis | ||||||||||
|
million
2001
|
|
million
2000
|
|
million
1999
|
|
million
1998
|
|
million
1997
|
|
|
|
|
|
|
|
|
|
|
|
|
Net profit | 1 506 | 1 266 | 2 490 | 2 543 | 4 801 | |||||
Capital and reserves | 13 553 | 15 075 | 15 375 | 19 292 | 19 259 | |||||
|
|
|
|
|
|
|
|
|
|
|
Combined earnings per share: | ||||||||||
Euros per 0.51 (1997-98: Fl. 1) of ordinary capital | 1.49 | 1.24 | 2.36 | 2.27 | 4.30 | |||||
Euro cents per 1.4p (1997-98: 1.25p) of ordinary capital | 22.30 | 18.53 | 35.45 | 34.09 | 64.48 | |||||
Combined earnings per share excluding discontinued operations: | ||||||||||
Euros per 0.51 (1997-98: Fl. 1) of ordinary capital | 1.49 | 1.24 | 2.36 | 2.27 | 1.40 | |||||
Euro cents per 1.4p (1997-98: 1.25p) of ordinary capital | 22.30 | 18.53 | 35.45 | 34.09 | 20.95 | |||||
Diluted earnings per share: | ||||||||||
Euros per 0.51 (1997-98: Fl. 1) of ordinary capital | 1.45 | 1.20 | 2.30 | 2.22 | 4.20 | |||||
Euro cents per 1.4p (1997-98: 1.25p) of ordinary capital | 21.70 | 18.07 | 34.57 | 33.25 | 62.95 | |||||
Ratio of earnings to fixed charges (times) | 2.5 | 3.3 | 7.5 | 8.4 | 12.3 | |||||
Net gearing (%) | 62.0 | 62.8 | | | | |||||
Net interest cover (times) | 3.1 | 5.1 | 183.0 | | 60.5 | |||||
|
|
|
|
|
|
|
|
|
|
|
Notes | |
|
|
(a) | Amounts previously reported in guilders have been restated and are now reported in euros using the fixed conversion rate of 1.00 = Fl. 2.20371 that became effective on 1 January 1999. |
(b) | Continuing businesses means excluding the results of the speciality chemicals businesses which were sold in 1997. |
(c) | Non-operating exceptional items in 1997 includes 3 849 million profit on the sale of the speciality chemicals businesses. |
(d) | Interest cost in 2000 includes 37 million of exceptional interest (see note 5 on page 63). |
(e) | For the basis of the calculations of combined earnings per share see note 7 on page 64. |
(f) | In 1999 and prior years, NV dividends were declared and paid in guilders. For comparative purposes, guilder values have been converted into euros in this table using the official rate of 1.00 = Fl. 2.20371. Full details of dividends for the years 1997 to 2001 are given on page 116. |
(g) | Figures for 1998 includes the special dividend of 7 267 million assuming all shareholders had taken the cash dividend. Capital and reserves in 1999 reflect the increase of 1 382 million as a result of the issue of the preference shares. |
(h) | Return on shareholders equity is substantially influenced by the Groups policy prior to 1998, of writing off purchased goodwill in the year of acquisition as a movement in profit retained. Return on capital employed and net gearing are also influenced but to a lesser extent. |
(i) | Net profit margin includes the profit on the sale of the speciality chemicals businesses in 1997. |
Unilever Annual Report & Accounts and Form 20-F 2001
Financial Statements |
FIVE YEAR RECORD |
>
91
|
Unilever Group |
Definitions | |
|
|
Return on shareholders equity | Net profit attributable to ordinary shareholders expressed as a percentage of the average capital and reserves attributable to ordinary shareholders during the year. |
|
|
Return on capital employed | The sum of profit on ordinary activities after taxation plus interest after taxation on borrowings due after more than one year, expressed as a percentage of the average capital employed during the year. |
|
|
Group operating margin |
Group operating profit
expressed as a percentage of group turnover.
|
|
|
Total operating margin |
Total operating profit
expressed as a percentage of total turnover.
|
|
|
Net profit margin |
Net profit expressed as a
percentage of group turnover.
|
|
|
Net interest cover |
Profit on ordinary activities
before net interest and taxation divided by net interest.
|
|
|
Net interest cover based on EBITDA | Earnings on ordinary activities before net interest, taxation, depreciation and amortisation and exceptional items divided by net interest. |
(before exceptional items) | |
|
|
Net gearing (adjusted) | Net debt (borrowings less cash and current investments) expressed as a percentage of the sum of capital and reserves, minority interests and net debt. In calculating capital and reserves, the book value of shares or certificates held in connection with share option plans is classified as fixed assets, rather than deducted from reserves as required by Dutch law. |
|
|
Net operating assets | The total of: |
> goodwill and intangible assets purchased after 1 January 1998 | |
> tangible fixed assets | |
> stocks | |
> debtors | |
less: | |
> trade and other creditors (excluding taxation and dividend creditors) | |
> provisions for liabilities and charges (excluding deferred taxation and deferred purchase consideration). | |
|
|
Ratio of earnings to fixed charges | Earnings consist of net profit (including the profit on the sale of the speciality chemicals businesses) increased by fixed charges and income taxes. Fixed charges consist of interest payable on debt and a portion of lease costs determined to be representative of interest. This ratio takes no account of interest receivable although Unilevers treasury operations involve both borrowing and depositing funds. |
|
|
Funds from operations after
interest and tax
(before exceptional
items) over lease adjusted net debt |
Profit on ordinary activities before depreciation and amortisation of goodwill and intangibles and exceptional items, and after actual tax paid and other non exceptional non cash items, expressed as a percentage of the lease adjusted net debt. Lease adjusted net debt is calculated by adding to the net debt five times the operational lease costs. |
|
|
Weighted average cost of capital | The real cost of equity multiplied by the market capitalisation, plus the real after taxation interest cost of debt multiplied by the market value of the net debt, divided by the sum of the market values of debt and equity. |
|
Unilever Annual Report & Accounts and Form 20-F 2001
FIVE YEAR RECORD |
> 92
|
Unilever Group |
By geographical area |
|
|
|
|
|
|
million
2001 |
million
2000
|
million
1999
|
million
1998
|
million
1997
|
|
|
|
|
|
|
|
|
|
Group turnover | ||||||
Europe | 20 119 | 18 967 | 18 040 | 18 165 | 19 663 | |
North America | 13 767 | 11 631 | 8 838 | 8 417 | 8 900 | |
Africa, Middle East and Turkey | 3 191 | 3 296 | 3 048 | 3 034 | 2 871 | |
Asia and Pacific | 7 846 | 8 038 | 6 723 | 5 803 | 6 631 | |
Latin America | 6 591 | 5 650 | 4 328 | 5 018 | 4 861 | |
|
|
|
|
|
|
|
51 514 | 47 582 | 40 977 | 40 437 | 42 926 | ||
|
|
|
|
|
|
|
Group operating profit | ||||||
Europe | 2 689 | 1 697 | 2 131 | 2 254 | 1 742 | |
North America | 1 092 | 165 | 847 | 942 | 505 | |
Africa, Middle East and Turkey | 203 | 321 | 302 | 268 | 217 | |
Asia and Pacific | 862 | 776 | 642 | 457 | 557 | |
Latin America | 328 | 343 | 381 | 489 | 411 | |
|
|
|
|
|
|
|
5 174 | 3 302 | 4 303 | 4 410 | 3 432 | ||
|
|
|
|
|
|
|
Net operating assets | ||||||
Europe | 11 295 | 12 174 | 3 215 | 3 025 | 2 817 | |
North America | 12 172 | 11 891 | 1 996 | 1 738 | 1 676 | |
Africa, Middle East and Turkey | 1 082 | 1 075 | 1 034 | 936 | 1 034 | |
Asia and Pacific | 1 525 | 1 487 | 1 499 | 1 282 | 1 431 | |
Latin America | 6 256 | 7 526 | 1 520 | 1 370 | 1 361 | |
|
|
|
|
|
|
|
32 330 | 34 153 | 9 264 | 8 351 | 8 319 | ||
|
|
|
|
|
|
|
By operation (a) | ||||||
million
2001 |
million
2000 |
million
1999 |
million
1998 |
million
1997 |
|
|
|
|
|
|
|
|
|
Group turnover | ||||||
Foods | 28 155 | 23 898 | 20 339 | 20 919 | 21 332 | |
Home & Personal Care | 22 739 | 22 825 | 19 781 | 18 783 | 18 674 | |
Other Operations | 620 | 859 | 857 | 735 | 1 106 | |
Speciality Chemicals | 1 814 | |||||
|
|
|
|
|
|
|
51 514 | 47 582 | 40 977 | 40 437 | 42 926 | ||
|
|
|
|
|
|
|
Group operating profit | ||||||
Foods | 2 303 | 1 735 | 1 788 | 1 801 | 1 242 | |
Home & Personal Care | 2 823 | 1 536 | 2 361 | 2 093 | 1 849 | |
Other Operations | 48 | 31 | 154 | 516 | 108 | |
Speciality Chemicals | 233 | |||||
|
|
|
|
|
|
|
5 174 | 3 302 | 4 303 | 4 410 | 3 432 | ||
|
|
|
|
|
|
|
Net operating assets | ||||||
Foods | 29 093 | 30 418 | 5 315 | 4 891 | 4 894 | |
Home & Personal Care | 2 852 | 3 565 | 3 792 | 3 294 | 3 233 | |
Other Operations | 385 | 170 | 157 | 166 | 192 | |
Speciality Chemicals | | |||||
|
|
|
|
|
|
|
32 330 | 34 153 | 9 264 | 8 351 | 8 319 | ||
|
|
|
|
|
|
|
Capital expenditure | ||||||
Foods | 810 | 704 | 690 | 775 | 732 | |
Home & Personal Care | 678 | 619 | 577 | 510 | 507 | |
Other Operations | 25 | 33 | 37 | 44 | 32 | |
Speciality Chemicals | 119 | |||||
|
|
|
|
|
|
|
1 513 | 1 356 | 1 304 | 1 329 | 1 390 | ||
|
|
|
|
|
|
|
(a)
|
The principal speciality
chemicals businesses were sold in July 1997. Continuing businesses previously
reported as Speciality Chemicals have been reallocated to other
segments.
|
Unilever Annual Report & Accounts and Form 20-F 2001
Financial Statements |
FIVE YEAR RECORD | > 93 |
Unilever Group |
Exchange rates and European
Economic and Monetary Union
Before 1 January 1999, the
guilder was a part of the European Monetary System (EMS) exchange
rate mechanism known as the Exchange Rate Mechanism (ERM). Within
the ERM, exchange rates fluctuated within permitted margins, fixed by central
bank intervention. Under the provisions of the Treaty on European Union
negotiated at Maastricht in 1991 and signed by the then 12 member states of the
European Union in early 1992, the European Monetary Union (EMU)
superseded the EMS on 1 January 1999 and the euro was introduced as the single
European currency. Since this date, the euro has been the lawful currency of
the EMU states. The following 11 member states participate in the EMU and
adopted the euro as their national currency with effect from 1 January 1999:
Austria, Belgium, Finland, France, Germany, Ireland, Italy, Luxembourg, The
Netherlands, Portugal and Spain. Greece adopted the euro as the national
currency with effect from 1 January 2001. The legal rate of conversion between
the euro and the guilder was announced on 31 December 1998 at
1.00 = Fl. 2.20371. On 1
January 1999 the exchange rate for euro to pound sterling was
1.00 = £0.706.
The information in the following table is based on exchange rates between US dollars and guilders, euros and US dollars, sterling and guilders, and euros and sterling. These translation rates were used in preparation of the accounts.
2001
|
|
2000
|
|
1999
|
|
1998
|
|
1997
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year end
|
|
|
|
|
|
|
|
|
|
|
$1 = Fl. |
|
|
|
|
|
|
1.88
|
|
2.03
|
|
1 = $ |
0.885
|
|
0.930
|
|
1.005
|
|
|
|
|
|
£1 = Fl. |
|
|
|
|
|
|
3.12
|
|
3.34
|
|
1 = £ |
0.611
|
|
0.624
|
|
0.621
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual average |
|
|
|
|
|
|
|
|
|
|
$1 = Fl. |
|
|
|
|
|
|
1.98
|
|
1.94
|
|
1 = $ |
0.895
|
|
0.921
|
|
1.065
|
|
|
|
|
|
£1 = Fl. |
|
|
|
|
|
|
3.29
|
|
3.18
|
|
1 = £ |
0.622
|
|
0.609
|
|
0.659
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noon Buying Rates in New York for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York were as follows:
High and low exchange rate values for each of the last six months:
September
2001 |
|
October
2001
|
|
November
2001
|
|
December
2001
|
|
January
2002
|
|
February
2002
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High: | ||||||||||||
1 = $ | 0.933 | 0.924 | 0.912 | 0.908 | 0.903 | 0.877 | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Low: | ||||||||||||
1 = $ | 0.891 | 0.893 | 0.880 | 0.882 | 0.859 | 0.862 | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Unilever Annual Report &
Accounts and Form 20-F 2001
ADDITIONAL INFORMATION FOR US INVESTORS | > 94 | ||
Unilever Group |
Unilever's consolidated accounts are prepared in accordance with accounting principles which differ in some respects from those applicable in the United States. The following is a summary of the effect on the Groups net profit, combined earnings per share and capital and reserves of the application of United States generally accepted accounting principles (US GAAP).
million
2001 |
million
2000 |
million
1999 |
||||
|
|
|
|
|
|
|
Net profit as reported in the consolidated profit and loss account | 1 838 | 1 105 | 2 771 | |||
Attributable to: NV | 817 | 675 | 1 761 | |||
PLC | 1 021 | 430 | 1 010 | |||
US GAAP adjustments: | ||||||
Currency retranslation written back due to Elizabeth Arden disposal | | 115 | | |||
Goodwill | (124) | 76 | (213) | |||
Identifiable intangibles | (118) | (128) | (112) | |||
Restructuring costs | (18) | 76 | 45 | |||
Interest | (55) | (68) | (9) | |||
Derivative financial instruments | (119) | | | |||
Pensions and similar liabilities | | 95 | (13) | |||
Taxation effect of above adjustments | 108 | (5) | 21 | |||
|
|
|
|
|
|
|
Net increase/(decrease) | (326) | 161 | (281) | |||
|
|
|
|
|
|
|
Net income under US GAAP before cumulative effect of change | ||||||
in accounting principle for derivative financial instruments | 1 512 | 1 266 | 2 490 | |||
Cumulative effect of change in accounting principle for derivative financial | ||||||
instruments, net of tax benefit of 3 million. | (6) | | | |||
|
|
|
|
|
|
|
Net income under US GAAP | 1 506 | 1 266 | 2 490 | |||
Attributable to: NV | 540 | 832 | 1 576 | |||
PLC | 966 | 434 | 914 | |||
|
|
|
|
|
|
|
Combined net income per share under US GAAP before cumulative | ||||||
effect of change in accounting principle | ||||||
Euros per 0.51 of ordinary capital | 1.49 | 1.24 | 2.36 | |||
Euro cents per 1.4p of ordinary capital | 22.30 | 18.53 | 35.45 | |||
Combined diluted net income per share under US GAAP before | ||||||
cumulative effect of change in accounting principle | ||||||
Euros per 0.51 of ordinary capital | 1.45 | 1.20 | 2.30 | |||
Euro cents per 1.4p of ordinary capital | 21.70 | 18.07 | 34.57 | |||
Cumulative effect of change in accounting principle | ||||||
combined net income per share | ||||||
Euros per 0.51 of ordinary capital | 0.01 | | | |||
Euro cents per 1.4p of ordinary capital | 0.09 | | | |||
Cumulative effect of change in accounting principle | ||||||
diluted combined net income per share | ||||||
Euros per 0.51 of ordinary capital | 0.01 | | | |||
Euro cents per 1.4p of ordinary capital | 0.09 | | | |||
|
|
|
|
|
|
|
Unilever Annual Report & Accounts and Form 20-F 2001
Financial Statements |
ADDITIONAL INFORMATION FOR US INVESTORS | > 95 |
Unilever Group |
million
2001
|
million
2000 |
|||
|
|
|
|
|
Capital and reserves as reported in the consolidated balance sheet | 7 195 | 8 169 | ||
Attributable to: NV | 5 056 | 6 300 | ||
PLC | 2 139 | 1 869 | ||
US GAAP adjustments: | ||||
Goodwill | 2 303 | 2 926 | ||
Identifiable intangibles | 3 009 | 3 067 | ||
Restructuring costs | 166 | 185 | ||
Interest | 432 | 487 | ||
Other comprehensive income effect of derivative financial instruments transition adjustment | (101) | | ||
Derivative financial instruments | (128) | | ||
Pensions and similar liabilities | 538 | 437 | ||
Dividends | 1 059 | 937 | ||
Taxation effect of above adjustments | (920) | (1 133) | ||
|
|
|
|
|
Net increase | 6 358 | 6 906 | ||
|
|
|
|
|
Capital and reserves under US GAAP | 13 553 | 15 075 | ||
Attributable to: NV | 9 340 | 11 086 | ||
PLC | 4 213 | 3 989 | ||
|
|
|
|
|
The aggregate amounts included in the consolidated Unilever Group capital and reserves (Unilever accounting principles) in respect of cumulative currency translation adjustments are as follows:
million
2001
|
million
2000 |
million
1999 |
||||
|
|
|
|
|
|
|
Balance 1 January | (3 663) | (3 411) | (3 761) | |||
Arising during the year | (1 069) | (252) | 350 | |||
|
|
|
|
|
|
|
Balance 31 December | (4 732) | (3 663) | (3 411) | |||
|
|
|
|
|
|
|
The aggregate amounts of foreign currency transaction gains and (losses) charged in the consolidated profit and loss account are: |
(30)
|
8
|
|
(2)
|
|
|
|
|
|
|
|
|
|
The consolidated accounts of the Unilever Group have been prepared in accordance with accounting principles which differ in certain respects from those generally accepted in the United States (US GAAP).
The principal differences are set out below.
Goodwill and other
intangibles
Prior to 1
January 1998 Unilever wrote off goodwill and all other intangible assets
arising on the acquisition of new interests in group companies and joint
ventures directly to profit retained in the year of acquisition. Under US GAAP
goodwill and identifiable intangibles, principally trade marks, are capitalised
and amortised over their estimated useful lives.
There is no difference between the accounting policy applied to goodwill and intangible assets purchased after 1 January 1998 and US GAAP as applicable up to the end of 2001.
Profit or loss on disposal of
businesses
Unilever
calculates profit or loss on sale of businesses after writing back any goodwill
previously charged directly to reserves. Under US GAAP the profit or loss on
disposal of the businesses is stated net of the relevant unamortised goodwill
included on the balance sheet and the cumulative currency retranslation
differences recognised through the statement of total recognised gains and
losses.
Restructuring costs
Under
Unilevers accounting policy certain restructuring costs relating to
employee terminations are recognised when a restructuring plan has been
announced. Under US GAAP, additional criteria must be met before such charges
are recognised.
Interest
Unilever treats
all interest costs as a charge to the profit and loss account in the current
period. Under US GAAP interest incurred during the construction periods of
tangible fixed assets is capitalised and depreciated over the life of the
assets.
Derivative financial
instruments
Transition
adjustment
Unilever has
applied the provisions of SFAS 133 Accounting for Derivative Instruments
and Hedging Activities in this divergence statement as from 1 January
2001. In accordance with the transition provisions of SFAS 133, an adjustment
of
6 million (net of tax
of
3 million) was recorded as the
cumulative effect of a change in accounting principle to recognise the fair
value of all the Groups derivative financial instruments and hedge items
under US GAAP. In addition, Unilever has recorded a one-time unrealised loss
of
85 million (net of tax of
37 million) to consolidated
other comprehensive income under US GAAP. During the year ended
31 December
2001, a reclassification from other comprehensive income to net income of
21 million was recorded as a
result of the underlying hedged transactions which impacted earnings.
Hedging policy
Unilevers
accounting policies in respect of derivative financial instruments are
described in the accounting information and policies on page 53. Unilever has
not designated any of its derivative instruments as qualifying hedge
instruments under SFAS 133 and, accordingly, this divergence statement assumes
that derivative financial instruments are valued at fair value and that changes
in their value are reflected in earnings.
Unilever Annual Report & Accounts and Form 20-F 2001
ADDITIONAL INFORMATION FOR US INVESTORS | > 96 |
Unilever Group |
Pensions
Under Unilevers
accounting policy the expected costs of providing retirement pensions are
charged to the profit and loss account over the periods benefiting from the
employees services. Variations from expected cost are similarly spread.
Under US GAAP, pension costs and liabilities are calculated in accordance with
Statement of Financial Accounting Standards No. 87 (SFAS 87), which requires
the use of a prescribed actuarial method and a prescribed set of measurement
principles.
Investments
Unilever accounts for current
investments, which are liquid funds temporarily invested, at their market
value.
Unilever accounts for changes in the market value of current investments as interest receivable in the profit and loss account for the year. Under US GAAP, such current asset investments are classified as available for sale securities and changes in market rates, which represent unrealised gains or losses, are excluded from earnings and taken to stockholders equity. Unrealised gains and losses arising from changes in the market values of securities available for sale are not material.
Unilever accounts for fixed investments other than in joint ventures at cost less any amounts written off to reflect a permanent diminution in value. Under US GAAP such investments are held at fair value. The difference is not material.
Dividends
The proposed final
ordinary dividends are provided for in the Unilever accounts in the financial
year to which they relate. Under US GAAP such dividends are not provided for
until they become irrevocable.
Cash flow statement
Under US GAAP various items
would be reclassified within the consolidated cash flow statement. In
particular, interest received, interest paid and taxation would be part of net
cash flow from operating activities, and dividends paid would be included
within net cash flow from financing. In addition, under US GAAP cash and cash
equivalents comprise cash balances and current investments with an original
maturity at the date of investment of less than three months. Under
Unilevers presentation, cash includes only cash in hand or available on
demand less bank overdrafts.
Movements in those current investments which are included under the heading of cash and cash equivalents under US GAAP form part of the movement entitled Management of liquid resources in the cash flow statements. At the end of 2001 the balance of such investments was 9 million (2000: 58 million, 1999: 28 million).
Recently issued accounting
pronouncements
United States SAB 101
Revenue Recognition in Financial Statements is effective for the
fourth quarter of fiscal year 2000. The SAB provides a summary of certain of
the SEC staffs views in applying generally accepted accounting principles
in the United States to revenue recognition in financial statements. SAB 101
does not have a material effect on Unilevers financial position or
results of operations.
United States EITF 00-10 Accounting for Shipping and Handling Fees and Costs issued 21 November 2000 provides guidance on accounting classification for shipping and handling revenues and costs. The application of EITF 00-10 would not have a material effect on Unilevers financial position or results of operations.
United States EITF 01-09 Accounting for Consideration Given by a Vendor to a Customer or a Reseller of the Vendors Products issued early in 2002 codifies and reconciles the consensus on certain interpretative issues, primarily United States EITF 00-14, 00-22 and 00-25 which address the recognition, measurement and profit and loss account classification of certain sales incentives. The required implementation date of this pronouncement would be 1 January 2002 except for certain provisions which would have been effective as of 1 April 2001. Unilever has assessed the impact of this new standard. It would have an impact on turnover but would have no material effect on Unilevers net results.
United States EITF 00-16 Recognition and Measurement of Employer Payroll Taxes on Employee Stock-Based Compensation issued 12 October 2000 requires that payroll taxes incurred in connection with stock-based compensation be recognised as an expense upon exercise. Unilever recognises these payroll taxes, which are not material, over the life of the share option in accordance with UK accounting standards.
In June 2001, the FASB issued SFAS 141, Business Combinations. SFAS 141 applies to all business combinations initiated after 30 June 2001. This Statement eliminates the pooling-of-interests method of accounting and further clarifies the criteria for recognition of intangible assets separately from goodwill.
In June 2001, the FASB also issued SFAS 142 Goodwill and Other Intangible Assets. SFAS 142 eliminates the amortisation of goodwill and certain intangible assets and initiates an annual review for impairment, as measured under US GAAP. The amortisation provisions apply to goodwill and other intangible assets acquired after 30 June 2001. Goodwill and other intangible assets acquired prior to 30 June 2001 will be affected upon adoption. Because of the extensive effort needed to comply with adopting SFAS 141 and SFAS 142, it is not practicable to estimate reasonably the impact these Statements would have on the Unilevers financial statements at the date of this report.
In August 2001, FASB issued SFAS 143, Accounting for Asset Retirement Obligations. This statement is effective for fiscal years beginning after 15 June 2002 and requires that obligations associated with the retirement of a tangible long-lived asset to be recorded as a liability when those obligations are incurred, with the amount of the liability initially measured at fair value. Upon initially recognising a liability for an asset retirement obligation, an entity must capitalise the cost by recognising an increase in the carrying amount of the related long-lived asset. FASB 143 would not have a material impact on Unilevers financial position or results of operations.
In October 2001, the FASB issued SFAS 144, Accounting for the Impairment or Disposal of Long-Lived Assets. SFAS 144 provides guidance on the accounting for the impairment or disposal of long-lived assets. SFAS 144 requires that long-lived assets that are to be disposed of by sale be measured at the lower of book value or fair value less cost to sell. This eliminates the requirement that discontinued operations be measured at net realisable value or that entities be included under discontinued operations in the financial statements amounts for operating losses that have not yet occurred. Additionally, SFAS 144 expands the scope of discontinued operations to include all components of an entity with operations that (a) can be distinguished from the rest of the entity and (b) will be eliminated from the ongoing operations of the entity in a disposal transaction. SFAS 144 is effective for financial statements issued for fiscal years beginning after 15 December 2001 and, generally, its provisions are to be applied prospectively. Unilever is currently assessing the impact of this new standard, but it would not have a material effect on Unilevers financial position or results of operations.
Documents on display in the
United States
Unilever files
reports and information with the United States Securities and Exchange
Commission (SEC), and such reports and information can be inspected and copied
at the SECs public reference facilities in Washington DC, Chicago and New
York.
Unilever Annual Report & Accounts and Form 20-F 2001
Financial Statements |
PRINCIPAL GROUP COMPANIES AND |
> 97
|
FIXED INVESTMENTS |
As at
31 December 2001
Unilever Group
The companies listed below and on pages 98 to 100 are those which in the opinion of the directors, principally affect the amount of profit and assets shown in the Unilever Group accounts. The directors consider that those companies not listed are not significant in relation to Unilever as a whole.
Full information as required by Articles 379 and 414 of Book 2, Civil Code, in the Netherlands has been filed by Unilever N.V. with the Commercial Registry in Rotterdam.
Particulars of PLC group companies and other significant holdings as required by the United Kingdom Companies Act 1985 will be annexed to the next Annual Return of Unilever PLC.
The main activities of the companies listed below are indicated according to the following key:
|
|
Holding companies | H |
Foods | F |
Home & Personal Care | P |
Other Operations | O |
|
Unless otherwise indicated, the companies are incorporated and principally operate in the countries under which they are shown.
The letters NV or PLC after the name of each country indicate whether in the country concerned the shares in the companies listed are held directly or indirectly by NV and/or by PLC. However, shares in companies which were acquired with the acquisition of Bestfoods in October 2000 are mainly held by Unilever United States, Inc. As a result they are ultimately jointly owned by NV and PLC in the ratio 75:25.
The percentage of equity capital directly or indirectly held by NV or PLC is shown in the margin, except where it is 100%. All percentages are rounded down to the nearest whole number.
(1) See Basis of consolidation on page 51.
Unilever Annual Report & Accounts and Form 20-F 2001
PRINCIPAL GROUP COMPANIES AND |
>
98
|
FIXED INVESTMENTS |
As at
31 December 2001
Unilever Group
Principal group companies
continued
|
||
%
|
Europe
continued
|
|
|
||
|
Sweden
NV
|
|
|
GB Glace AB | F |
|
Lever Fabergé AB | P |
|
Van den Bergh Foods AB | F |
|
||
|
Switzerland NV | |
|
Bestfoods Knorr Holding GmbH | F |
|
DiverseyLever AG | P |
|
Knorr Nährmittel AG | F |
|
Lever Fabergé AG | P |
|
Meina Holding AG | H |
51
|
Pierrot-Lusso AG | F |
|
Sunlight AG | O |
|
Unilever Bestfoods Schweiz AG | F |
|
Unilever Cosmetics International S.A. | P |
|
Unilever (Schweiz) AG | O |
|
||
|
United Kingdom PLC | |
|
Bestfoods UK Ltd. | F |
|
Birds Eye Walls Ltd. | F |
|
DiverseyLever Limited. | P |
|
Lever Fabergé Ltd. | P |
|
Lipton Ltd. | F |
|
Unilever Cosmetics International (UK) Ltd. | P |
|
Unilever PLC (1) | H |
|
Unilever U.K. Central Resources Ltd. | O |
|
Unilever U.K. Holdings Ltd. | H |
|
Van den Bergh Foods
Ltd.
|
F |
|
||
%
|
North America
|
|
|
||
|
Canada PLC | |
|
Bestfoods Canada Inc. | F |
|
Bestfoods Holdings Inc., Canada | H |
|
UL Canada Inc. |
FP
|
|
Unilever Canada Limited | H |
|
||
|
||
|
United States of America NV (75%); PLC (25%) | |
|
Ben & Jerrys Homemade Inc. | F |
|
Bestfoods-Caribbean, Inc. | F |
|
Bestfoods Europe (Group) Ltd. | F |
|
Diversey Lever, Inc. | P |
|
Good Humor-Breyers Ice Cream (2) | F |
|
Henris Food Products Co., Inc. | F |
|
Slim Fast Foods Company | F |
|
Unilever Bestfoods (2) | F |
|
Unilever Capital Corporation | O |
|
Unilever Cosmetics International (2) | P |
|
Unilever Home & Personal Care USA (2) | P |
|
Unilever United States, Inc. | H |
|
(1)
See Basis
of consolidation on page 51.
|
(2)
A division of
Conopco, Inc., a subsidiary of Unilever United States, Inc.
|
Unilever Annual Report & Accounts and Form 20-F 2001
Financial Statements |
PRINCIPAL GROUP COMPANIES AND |
>
99
|
FIXED INVESTMENTS |
As at
31 December 2001
Unilever Group
Principal group companies
continued
|
||
|
||
% |
Asia and
Pacific
|
|
|
||
Australia
PLC
|
||
Unilever Australia Ltd. |
FP
|
|
|
||
Bangladesh PLC |
|
|
61 | Lever Brothers Bangladesh Ltd. |
FP
|
|
||
China NV |
|
|
Bestfoods Guangzhou Ltd. |
F
|
|
Unilever (China) Ltd. |
H
|
|
77 | Unilever Company Ltd. |
P
|
Unilever Foods (China) Company Ltd. |
F
|
|
Unilever Services (Shanghai) Company Limited. |
P
|
|
Walls (China) Company Ltd. |
F
|
|
|
||
China S.A.R. NV |
|
|
Unilever Hong Kong Ltd. |
FP
|
|
|
||
India PLC |
|
|
50 | Hindlever Chemicals Ltd. |
O
|
51 | Hindustan Lever Ltd. (NV 2%) |
FPO
|
89 | Rossell Industries Ltd. |
O
|
|
||
Indonesia NV |
|
|
P.T. Knorr Indonesia |
F
|
|
85 | P.T. Unilever Indonesia |
FP
|
|
||
Japan NV |
|
|
Nippon Lever KK |
FP
|
|
|
||
Malaysia PLC |
|
|
Pamol Plantations Sdn. Bhd. |
O
|
|
70 |
Unilever (Malaysia) Holdings
Sdn. Bhd.
|
FP
|
|
||
New Zealand
PLC
|
|
|
Unilever New Zealand
Ltd.
|
FP
|
|
|
||
Pakistan
PLC
|
|
|
67 |
Lever Brothers Pakistan
Ltd.
|
FP
|
|
||
Philippines NV |
|
|
Unilever Philippines (PRC) Inc. |
FP
|
|
|
||
Singapore PLC |
|
|
Unilever Singapore Private Ltd. |
FP
|
|
|
||
South Korea NV |
|
|
Unilever Korea Chusik Hoesa |
P
|
|
|
||
Sri Lanka PLC |
|
|
Unilever Ceylon Ltd. |
FPO
|
|
|
||
Taiwan NV |
|
|
Unilever Taiwan Ltd. |
P
|
|
|
||
Thailand NV |
|
|
Unilever Thai Holdings Ltd. |
FP
|
|
|
||
Vietnam NV |
|
|
55 | Elida P/S |
P
|
66 | Lever Vietnam |
P
|
Unilever Bestfoods
Vietnam
|
F
|
|
|
||
Unilever Annual Report & Accounts and Form 20-F 2001
PRINCIPAL GROUP COMPANIES AND |
>
100
|
FIXED INVESTMENTS |
As at
31 December 2001
Unilever Group
Unilever Annual Report & Accounts and Form 20-F 2001
Financial Statements |
COMPANY ACCOUNTS | > 101 | |
Unilever N.V. | ||
Balance sheet
as at
31 December
|
||||
million
2001 |
million
2000 |
|||
|
|
|
|
|
Fixed assets | ||||
Fixed investments | 7 328 | 7 092 | ||
Current assets | ||||
Debtors | 19 374 | 13 266 | ||
Cash at bank and in hand | 361 | 900 | ||
|
|
|
|
|
Total current assets | 19 735 | 14 166 | ||
Creditors due within one year | (16 339) | (14 068) | ||
Net current assets | 3 396 | 98 | ||
|
|
|
|
|
Total assets less current liabilities | 10 724 | 7 190 | ||
|
|
|
|
|
Creditors due after more than one year | 5 883 | 3 344 | ||
Provisions for liabilities and charges | 296 | 160 | ||
Capital and reserves | 4 545 | 3 686 | ||
Called up share capital: | ||||
Preferential share capital 20 | 130 | 130 | ||
Ordinary share capital 20 | 291 | 291 | ||
|
|
|
|
|
421 | 421 | |||
Share premium account | 1 399 | 1 399 | ||
Profit retained and other reserves | 2 725 | 1 866 | ||
|
|
|
|
|
Total capital employed | 10 724 | 7 190 | ||
|
|
|
|
|
Profit and loss account for the year ended 31 December |
million
2001
|
million
2000 |
||
|
|
|
|
|
Income from fixed investments after taxation | 2 202 | 706 | ||
Other income and expenses | (146) | 350 | ||
|
|
|
|
|
Profit for the year | 2 056 | 1 056 | ||
|
|
|
|
|
Pages 51 to 88 and 97 to 102 contain the notes to the NV company accounts. For the information required by Article 392 of Book 2, Civil Code, refer to pages 50 and 103.
In accordance with Article 402 of Book 2, Civil Code, the accounts of NV have been included in the consolidated accounts. The profit and loss account mentions only income from fixed investments after taxation as a separate item. The balance sheet includes the proposed profit appropriation.
The
Board of Directors
6 March
2002
Unilever Annual Report & Accounts and Form 20-F 2001
NOTES TO THE COMPANY ACCOUNTS | > 102 | |
Unilever N.V. | ||
Fixed investments | ||||
million
2001 |
million
2000 |
|||
|
|
|
|
|
Shares in group companies | 7 201 | 7 033 | ||
Book value of PLC shares held
in
connection with share options |
264 | 169 | ||
Less NV shares held by group companies | (153) | (126) | ||
Other unlisted investments | 16 | 16 | ||
|
|
|
|
|
7 328 | 7 092 | |||
|
|
|
|
|
Movements during the year: | ||||
1 January | 7 092 | |||
Book value of PLC shares held
in
connection with share options |
95
|
|||
Less NV shares held by group companies | (27) | |||
Additions | 315 | |||
Decrease | (147) | |||
|
|
|
|
|
31 December | 7 328 | |||
|
|
|
|
|
Shares in group companies are stated at cost in accordance with international accounting practice in various countries, in particular the United Kingdom.
Debtors | ||||
million
2001 |
million
2000 |
|||
|
|
|
|
|
Loans to group companies | 16 607 | 10 363 | ||
Other amounts owed by group companies | 2 570 | 2 790 | ||
Amounts owed by undertakings
in which
the company has a participating interest |
1
|
1
|
||
Other | 196 | 112 | ||
|
|
|
|
|
19 374 | 13 266 | |||
|
|
|
|
|
Of which due after more than one year | 9 | 13 | ||
|
|
|
|
|
Cash at bank and in hand | ||||
million
2001 |
million
2000 |
|||
|
|
|
|
|
This includes amounts for
which repayment
notice is required of: |
61
|
489
|
||
|
|
|
|
|
Creditors |
million
2001 |
million
2000 |
||
|
|
|
|
|
Due within one year: | ||||
Bank loans and overdrafts | 39 | 10 | ||
Bonds and other loans | 5 898 | 4 499 | ||
Loans from group companies | 638 | 3 571 | ||
Other amounts owed to group companies | 8 805 | 5 088 | ||
Taxation and social security | 79 | 126 | ||
Accruals and deferred income | 264 | 223 | ||
Dividends | 601 | 544 | ||
Other | 15 | 7 | ||
|
|
|
|
|
16 339 | 14 068 | |||
|
|
|
|
|
Due after more than one year: | ||||
Bonds and other loans | 5 883 | 3 336 | ||
Other creditors | | 8 | ||
|
|
|
|
|
5 883 | 3 344 | |||
|
|
|
|
|
Provisions for liabilities and charges | ||||
million
2001 |
million
2000 |
|||
|
|
|
|
|
Pension provisions | 124 | 124 | ||
Deferred taxation and other provisions | 172 | 36 | ||
|
|
|
|
|
296 | 160 | |||
|
|
|
|
|
Of which due within one year | 68 | 16 | ||
|
|
|
|
|
Ordinary share
capital
Shares numbered
1 to 2 400 are held by a subsidiary of NV and a subsidiary of PLC.
Additionally, 13 679 007
0.51 ordinary shares are held
by NV and other group companies. Full details are given in note 28 on pages 79
to 87.
Share premium account
The
share premium shown in the balance sheet is not available for the issue of
bonus shares or for repayment without incurring withholding tax payable by the
company. This is despite the change in the Dutch tax law, as a result of which
dividends received from 2001 onwards by individual shareholders who are Dutch
residents are no longer taxed. For an amount of
1 382 million the premium is
for Dutch tax purposes considered profit retained.
Profit retained and other reserves | ||||
million
2001 |
million
2000 |
|||
|
|
|
|
|
Profit retained 31 December | 3 508 | 2 375 | ||
Cost of NV shares purchased
and held by
NV
and by group companies |
(783)
|
(509)
|
||
|
|
|
|
|
Balance 31 December | 2 725 | 1 866 | ||
|
|
|
|
|
Profit retained shown in the company accounts and the notes thereto is less than the amount shown in the consolidated balance sheet, mainly because only part of the profits of group companies has been distributed in the form of dividends.
Contingent
liabilities
These are not
expected to give rise to any material loss and include guarantees given for
group and other companies, under which amounts outstanding at 31 December
were:
million
2001 |
million
2000 |
|||
|
|
|
|
|
Group companies | 11 033 | 15 161 | ||
Other | | | ||
|
|
|
|
|
11 033 | 15 161 | |||
|
|
|
|
|
Of the above, guaranteed also by PLC | 6 247 | 12 141 | ||
|
|
|
|
|
Unilever Annual Report & Accounts and Form 20-F 2001
Financial Statements |
FURTHER STATUTORY INFORMATION | > 103 | |
Unilever N.V. |
The rules for profit
appropriation in the Articles of Association
(summary of Article
41)
The profit for the year is applied firstly to the reserves required by law or
by the Equalisation Agreement, secondly to cover losses of previous years, if
any, and thirdly to the reserves deemed necessary by the Board of Directors.
Dividends due to the holders of the Cumulative Preference Shares, including any
arrears in such dividends, are then paid; if the profit is insufficient for
this purpose, the amount available is distributed to them in proportion to the
dividend percentages of their shares. Any profit remaining thereafter is at the
disposal of the General Meeting. Distributions from this remaining profit are
made to the holders of the ordinary shares pro rata to the nominal amounts of
their holdings. The General Meeting can only decide to make distributions from
reserves on the basis of a proposal by the Board and in compliance with the law
and the Equalisation Agreement.
million
2001 |
million
2000 |
|||
|
|
|
|
|
Proposed profit appropriation | ||||
Profit for the year | 2 056 | 1 056 | ||
Preference dividends | (51) | (44) | ||
|
|
|
|
|
Profit at disposal of the
Annual General
Meeting of shareholders |
2 005
|
1 012
|
||
Ordinary dividends | (872) | (807) | ||
|
|
|
|
|
Profit for the year retained | 1 133 | 205 | ||
Profit retained 1 January | 2 375 | 2 170 | ||
|
|
|
|
|
Profit retained 31 December | 3 508 | 2 375 | ||
|
|
|
|
|
Special controlling rights
under the Articles of Association
See note 20 on
page 74.
Auditors
A resolution
will be proposed at the Annual General Meeting on
8 May 2002 for
the reappointment of PricewaterhouseCoopers N.V. as auditors of NV. The present
appointment will end at the conclusion of the Annual General Meeting.
J A A
van der Bijl
S G Williams
Joint
Secretaries of Unilever N.V.
6 March 2002
Corporate Centre
Unilever
N.V.
Weena 455
PO Box 760
3000 DK Rotterdam
Unilever Annual Report & Accounts and Form 20-F 2001
COMPANY ACCOUNTS | > 104 | |
Unilever PLC |
Balance sheet as at 31 December
£ million
2001 |
|
£ million
2000 |
||
|
|
|
|
|
Fixed assets | ||||
Fixed investments | 2 433 | 2 442 | ||
Current assets | ||||
Debtors due within one year | 2 007 | 1 938 | ||
Cash and current investments | 138 | 387 | ||
|
|
|
|
|
Total current assets | 2 145 | 2 325 | ||
Creditors due within one year | (2 721) | (1 973) | ||
|
|
|
|
|
Net current assets/(liabilities) | (576) | 352 | ||
|
|
|
|
|
Total assets less current liabilities | 1 857 | 2 794 | ||
|
|
|
|
|
Creditors due after more than one year | 763 | 1 713 | ||
Capital and reserves | 1 094 | 1 081 | ||
Called up share capital 20 | 41 | 41 | ||
Share premium account | 94 | 94 | ||
Capital redemption reserve 22 | 11 | 11 | ||
Profit retained | 948 | 935 | ||
|
|
|
|
|
Total capital employed | 1 857 | 2 794 | ||
|
|
|
|
|
All amounts included in capital and reserves are classified as equity as defined under United Kingdom Financial Reporting Standard 4.
As permitted by Section 230 of the United Kingdom Companies Act 1985, PLCs profit and loss account does not accompany its balance sheet.
On behalf of the Board of Directors
N W A FitzGerald
Chairman
A
Burgmans
Vice-Chairman
6 March 2002
Unilever Annual Report & Accounts and Form 20-F 2001
Financial Statements |
NOTES TO THE COMPANY ACCOUNTS | > 105 | |
Unilever PLC |
Fixed investments
£ million
2001 |
|
£ million
2000 |
|
|
|
|
|
|
|
Shares in group companies | 2 237 | 2 266 | ||
Book value of PLC shares held in connection with share options |
196
|
|
176
|
|
|
|
|
|
|
2 433 | 2 442 | |||
|
|
|
|
|
Shares in group
companies
Shares in group
companies are stated at cost or valuation, less amounts written off.
£ million
2001 |
|
|
|
|
|
|
|
|
|
Movements during the year: | ||||
1 January | 2 266 | |||
Additions | 14 | |||
Disposals | (43) | |||
|
|
|
|
|
31 December | 2 237 | |||
|
|
|
|
|
Shares held in connection with share options | ||||
£ million
2001 |
||||
|
|
|
|
|
Movements during the year: | ||||
1 January | 176 | |||
Additions | 45 | |||
Disposals | (20) | |||
Valuation adjustments | (5) | |||
|
|
|
|
|
31 December | 196 | |||
|
|
|
|
|
Cash at bank/in hand | ||||
£ million
2001 |
£ million
2000 |
|||
|
|
|
|
|
This includes amounts for which repayment notice is required | 138 | 387 | ||
|
|
|
|
|
Debtors | ||||
£ million
2001 |
£ million
2000 |
|||
|
|
|
|
|
Due within one year: | ||||
Amounts owed by group companies | 1 928 | 1 894 | ||
Other | 79 | 44 | ||
|
|
|
|
|
Total debtors | 2 007 | 1 938 | ||
|
|
|
|
|
Creditors
£ million
2001 |
|
£ million
2000 |
|
|
|
|
|
|
|
Due within one year: | ||||
Amounts owed to group companies | 1 349 | 182 | ||
Bonds and other loans | 1 043 | 1 447 | ||
Taxation and social security | 34 | 79 | ||
Dividends | 284 | 249 | ||
Other | 2 | | ||
Accruals and deferred income | 9 | 16 | ||
|
|
|
|
|
2 721 | 1 973 | |||
|
|
|
|
|
Due after more than one year: | ||||
Bonds and other loans | 763 | 1 713 | ||
|
|
|
|
|
Profit retained | ||||
£ million
2001 |
£ million
2000 |
|||
|
|
|
|
|
1 January | 935 | 905 | ||
Profit for the year | 430 | 405 | ||
Dividends on ordinary and deferred shares | (417) | (375) | ||
|
|
|
|
|
31 December | 948 | 935 | ||
|
|
|
|
|
Contingent liabilities | ||||
£ million
2001 |
£ million
2000 |
|||
|
|
|
|
|
These are not expected to give rise to any material loss and include guarantees given for group companies, under which amounts outstanding at 31 December were: |
8 526
|
|
11 712
|
|
|
|
|
|
|
Of the above, guaranteed also by NV | 3 817 | 7 570 | ||
|
|
|
|
|
Remuneration of auditors | ||||
£ million
2001 |
£ million
2000 |
|||
|
|
|
|
|
Parent company audit fee | 1.4 | 1.4 | ||
Payments by the parent company for non-audit services provided by PricewaterhouseCoopers United Kingdom (a) |
17.3
|
|
16.2
|
|
(a) See also note 2 on page 62. | ||||
|
|
|
|
|
Profit appropriation | ||||
£ million
2001 |
£ million
2000 |
|||
|
|
|
|
|
The
proposed appropriation of the profit
of PLC is as follows:
Interim and recommended final dividends |
417
|
|
375
|
|
|
|
|
|
|
Profit for the year retained | 13 | 30 | ||
|
|
|
|
|
Unilever Annual Report & Accounts and Form 20-F 2001
FURTHER STATUTORY INFORMATION AND | > 106 |
OTHER INFORMATION | |
Unilever PLC |
Employee involvement and
communication
Unilevers
UK companies maintain formal processes to inform, consult and involve employees
and their representatives. Most of the United Kingdom sites are accredited to
the Investors in People standard. The European Foundation for Quality
Managements model for measuring Business Excellence, with its strong
emphasis on maximising the potential of employees, is also widely
employed.
A European Works Council, embracing employee and management representatives from 15 countries of Western Europe, has been in existence for five years and provides a forum for discussing issues that extend across national boundaries. The constitution has recently been reviewed and revised to take account of the experiences of the first four years.
The directors reports of the United Kingdom group companies contain more details about how they have communicated with their employees during 2001.
Equal opportunities and
diversity
The heads of
all operating companies and units in the UK have committed their businesses to
achieving greater diversity. Every Unilever company in the United Kingdom has
an equal opportunities policy and actively pursues equality of opportunity for
all employees.
An on-line open advertising system has been implemented for management vacancies in the UK, allowing any employee an opportunity to register an interest in an advertised vacancy. This is to be extended globally in 2002.
The Company has committed itself to carrying out an Equal Pay Audit, and Richard Greenhalgh, Chairman of Unilever UK, has been appointed an Equal Pay Champion by the UK Government. The Company is also reviewing ways in which diversity in recruitment and selection may be further improved.
Charitable and other
contributions
During the year
group companies made a total contribution to the community of £9.6
million, based on the London Benchmarking Group Model. This includes £1
million donated to the Centre for Molecular Sciences Informatics at Cambridge
University.
In addition, in early February 2001 £100 000 was paid to Britain in Europe. No contribution was made for political purposes.
Supplier payment
policies
Individual
operating companies are responsible for agreeing the terms and conditions under
which business transactions with their suppliers are conducted. The
directors reports of the United Kingdom operating companies give
information about their supplier payment policies as required by the United
Kingdom Companies Act 1985. PLC, as a holding company, does not itself make any
relevant payments in this respect.
Auditors
A resolution
will be proposed at the Annual General Meeting on 8 May 2002 for the
reappointment of PricewaterhouseCoopers as auditors of PLC. The present
appointment will end at the conclusion of the Annual General Meeting.
Authority to purchase own
shares
At the Annual
General Meeting of PLC held on 9 May 2001 authority was given pursuant to
Article 64 of the PLC Articles of Association to make market purchases of PLC
Ordinary Shares of 1.4p each, to a maximum of 290 million shares. This
authority will expire on 8 May 2002. The Company has not exercised this
authority during the year.
Details of shares purchased by employee share trusts and Unilever group companies to satisfy options granted under PLCs employee share schemes are given in the Remuneration Report on page 45 and in note 28 to the consolidated accounts on page 87.
Directors report of
PLC
For the
purposes of Section 234 of the Companies Act 1985, the Directors Report of
Unilever PLC for the year ended 31 December 2001 comprises this page and the
information contained in the Report of the Directors on pages 3 to 48,
Dividends on page 116, and Principal Group Companies and Fixed Investments on
pages 97 to 100.
Corporate Centre
Unilever PLC
PO Box 68 Unilever House
Blackfriars
London EC4P 4BQ
Unilever PLC Registered
Office
Port Sunlight
Wirral
Merseyside CH62
4UJ
Unilever PLC
Registrars
Lloyds TSB Registrars
The Causeway
Worthing
West Sussex BN99 6DA
By Order of the Board
J A A van der Bijl
S G
Williams
Joint
Secretaries of Unilever PLC
6 March 2002
Unilever Annual Report & Accounts and Form 20-F 2001
Shareholder information |
CONTROL OF UNILEVER |
|
NVs issued share capital
on 31 December 2001 was made up of:
> | 291 503 709 split into 571 575 900 ordinary shares of 0.51 each |
> | 1 089 072 split into 2 400 ordinary shares numbered 1 to 2 400, known as special shares |
> | 130 854 115.25 split into several classes of cumulative preference shares. |
PLCs issued share capital on 31 December 2001 was made up of: | |
> | £40 760 420 split into 2 911 458 580 ordinary shares of 1.4p each |
>
|
£100 000 of deferred
stock.
|
For NV share capital, the euro amounts quoted in this document are representations in euros on the basis of Article 67c Book 2 Dutch Civil Code, rounded to two decimal places, of underlying amounts in Dutch guilders, which have not been converted into euros in NVs Articles of Association or in the Equalisation Agreement. Until conversion formally takes place by amendment of the Articles of Association, the entitlements to dividends and voting rights are based on the underlying Dutch guilder amounts.
Unity of management
In
order to ensure unity of management, NV and PLC have the same directors. We
achieve this through our nomination procedure. Only the holders of NVs
special shares can nominate candidates for election to the NV Board, and only
the holders of PLCs deferred stock can nominate candidates for election
to the PLC Board. The current directors can ensure that both NV and PLC
shareholders are presented with the same candidates for election as directors,
because the joint holders of both the special shares and the deferred stock are
NV Elma and United Holdings Limited, which are subsidiaries of NV and
PLC.
NV and PLC both act as directors of NV Elma and of United Holdings Limited. The Chairmen of NV and PLC are additional directors of United Holdings Limited.
Equalisation Agreement
To
ensure that NV and PLC operate for all practical purposes as a single company,
we have an Equalisation Agreement.
Under the Equalisation Agreement NV and PLC adopt the same financial periods and accounting policies. Neither company can issue or reduce capital without the consent of the other. If one company had losses, or was unable to pay its preference dividends, we would make up the loss or shortfall out of:
> | the current profits of the other company (after it has paid its own preference shareholders) |
> | then its own free reserves |
> | then the free reserves of the other company. |
If
either company could not pay its ordinary dividends, we would follow the same
procedure, except that the current profits of the other company would only be
used after it had paid its own ordinary shareholders and if the directors
thought it appropriate.
So far NV and
PLC have always been able to pay their own dividends, so we have never had to
follow this procedure. If we did, the payment from one company to the other
would be subject to any United Kingdom and Dutch tax and exchange control laws
applicable at that time. The Equalisation Agreement also makes the position of
the shareholders of both companies, as far as possible, the same as if they
held shares in a single company. To make this possible we compare the ordinary
share capital of the two companies in units: a unit made up of
5.445 nominal of
NVs ordinary capital carries the same weight as a unit made up of
£1 nominal of PLCs ordinary capital. For every unit (
5.445) you have of NV
you have the same rights and benefits as the owner of a unit (£1) of PLC.
NVs ordinary shares currently each have a nominal value of
0.51, and PLCs
share capital is divided into ordinary shares of 1.4p each. This means that a
5.445 unit of NV is made up of
10.7 NV ordinary shares of
0.51 each and a £1 unit
of PLC is made up of 71.4 PLC ordinary shares of 1.4p each. Consequently, one
NV ordinary share equates to 6.67 ordinary shares of PLC.
When we pay
ordinary dividends we use this formula. On the same day NV and PLC allocate
funds for the dividend from their parts of our current profits and free
reserves. We pay the same amount on each NV share as on 6.67 PLC shares
calculated at the relevant exchange rate. For interim dividends this exchange
rate is the average rate for the quarter before we declare the dividend. For
final dividends it is the average rate for the year. In arriving at the
equalised amount we include any tax payable by the company in respect of the
dividend, but calculate it before any tax deductible by the company from the
dividend.
In principle,
issues of bonus shares and rights offerings can only be made in ordinary
shares. Again we would ensure that shareholders of NV and PLC received shares
in equal proportions, using the ratio of
5.445 NV nominal share capital
to £1 PLC nominal share capital. The subscription price for one new NV
share would have to be the same, at the prevailing exchange rate, as the price
for 6.67 new PLC shares.
Under the
Equalisation Agreement (as amended in 1981) the two companies are permitted to
pay different dividends in the following exceptional circumstances:
>
|
if the average annual
sterling/euro exchange rate changed so substantially from one year to the next
that to pay equal dividends at the current exchange rates, either NV or PLC
would have to pay a dividend that was unreasonable (ie, substantially larger or
smaller in its own currency than the dividend it paid in the previous
year).
|
Unilever Annual Report & Accounts and Form 20-F 2001
CONTROL OF UNILEVER |
|
>
|
the governments of the
Netherlands or the United Kingdom could in some circumstances place
restrictions on the proportion of a companys profits which can be paid
out as dividends; this could mean that in order to pay equal dividends one
company would have to pay out an amount which would breach the limitations in
place at the time, or that the other company would have to pay a smaller
dividend.
|
In either of these rare cases, NV and PLC could pay different amounts of dividend if the Boards thought it appropriate. The company paying less than the equalised dividend would put the difference between the dividends into a reserve: an equalisation reserve in the case of exchange rate fluctuations, or a dividend reserve in the case of a government restriction. The reserves would be paid out to its shareholders when it became possible or reasonable to do so, which would ensure that the shareholders of both companies would ultimately be treated the same.
If both companies go into liquidation, NV and PLC will each use any funds available for shareholders to pay the prior claims of their own preference shareholders. Then they will use any surplus to pay each others preference shareholders, if necessary. After these claims have been met, they will pay out any equalisation or dividend reserve to their own shareholders before pooling the remaining surplus. This will be distributed to the ordinary shareholders of both companies, once again on the basis that the owner of 5.445 nominal NV ordinary share capital will get the same as the owner of £1 nominal PLC ordinary share capital. If one company goes into liquidation, we will apply the same principles as if both had gone into liquidation simultaneously.
In addition to the Equalisation Agreement, NV and PLC have agreed to follow common policies, to exchange all relevant business information, and to ensure that all group companies act accordingly. They aim to co-operate in all areas, including in the purchase of raw materials and the exchange and use of technical, financial and commercial information, secret or patented processes and trade marks.
More information about our
constitutional documents
Under the Articles of
Association of NV and the Memorandum and Articles of Association of PLC both
companies are required to carry out the Equalisation Agreement with the other.
Both documents state that the agreement cannot be changed or terminated without
the approval of both sets of shareholders.
For NV the necessary approval
is as follows:
|
|
> | at least one half of the total issued ordinary capital must be represented at an ordinary shareholders meeting, where the majority must vote in favour; and |
>
|
(if they would be disadvantaged or the agreement is to be terminated), at least two thirds of the total issued preference share capital must be represented at a preference shareholders meeting, where at least three quarters must vote in favour. |
For PLC, the necessary approval must be given by: |
|
> | the holders of a majority of all issued shares voting at a general meeting; and |
> | the holders of the ordinary shares, either by three quarters in writing, or by three quarters voting at a general meeting where the majority of the ordinary shares in issue are represented. |
The Articles of NV establish that any payment under the Equalisation Agreement will be credited or debited to the profit and loss account for the financial year in question.
The PLC Articles state that the Board must carry out the Equalisation Agreement and that the provisions of the Articles are subject to it.
We are advised by Counsel that these provisions oblige the Boards to carry out the Equalisation Agreement, unless it is amended or terminated with the approval of the shareholders of both companies. If the Boards fail to enforce the agreement shareholders can compel them to do so under Dutch and United Kingdom law.
General Meetings and Voting
Rights
General Meetings of
shareholders of NV and PLC are held at times and places decided by the Boards.
NV meetings are held in Rotterdam and PLC meetings are held in London.
To be entitled to attend and vote at NV General Meetings you must be a shareholder on the Record Date, which may be set by the directors and must be not more than 7 days before the meeting. In addition you must, within the time specified in the Notice calling the meeting, either
> | (if you have registered shares) advise NV in writing that you intend to attend; or |
>
|
(if you have bearer shares)
deposit your share certificates at the place specified in the
Notice.
|
You can vote in person or by proxy, and you can cast one vote for each 0.05 nominal amount you hold of NV preference shares, ordinary shares or New York registry shares. NV Elma and United Holdings Limited, the holders of the special shares, and other group companies of NV which hold preference or ordinary shares, are not permitted to vote, by law.
For information on the rights of Nedamtrust certificate holders see page 110.
To be able to vote by proxy at PLC General Meetings you must lodge your Form of Appointment of Proxy with PLCs Registrars 48 hours before the meeting, either in paper or electronic format. You can cast one vote for each PLC ordinary 1.4p share you hold. United Holdings Limited, which owns half of the deferred stock, is not permitted to vote at General Meetings.
Unilever Annual Report & Accounts and Form 20-F 2001
Shareholder information |
CONTROL OF UNILEVER |
|
If you are a holder of NV New York shares or PLC American Depository Receipts of shares, you will receive a proxy form enabling you to authorise and instruct ABN AMRO N.V. or JPMorgan Chase Bank respectively to vote on your behalf at the shareholders meeting of NV or PLC.
Resolutions are usually adopted at NV and PLC shareholder meetings by an absolute majority of votes cast, unless there are other requirements under the law or the NV or PLC Articles. There are special requirements for resolutions relating to the alteration of NV or PLCs Articles of Association or the Equalisation Agreement, or to the liquidation of NV or PLC.
According to NVs articles, shareholders who together represent at least 10% of the issued capital of NV can propose resolutions for inclusion in the agenda of any General Meeting. They can also requisition Extraordinary General Meetings to deal with specific resolutions. However, following the recommendations of the Committee of Corporate Governance, the board of directors has confirmed that shareholders may propose resolutions if:
> | they individually or together hold 1% of the issued capital; or |
> | they hold shares or depository receipts worth at least 226 890. |
They must submit the request at least 60 days before the date of the General Meeting, and it will be honoured unless, in the opinion of the board of directors, it is against the interests of the company.
Under United Kingdom company
law,
|
|
> | shareholders who together hold shares representing at least 5% of the total voting rights of PLC; or |
>
|
at least 100 shareholders who
hold on average £100 each in nominal value of PLC capital
|
can require PLC to propose a resolution at a General Meeting.
There are no limitations on the right to hold NV and PLC shares.
Directors
The directors of NV
are able to vote on transactions in which they are materially interested so
long as they are acting in good faith. In general PLC directors cannot vote in
respect of contracts in which they know they are materially interested, unless,
for example, their interest is shared with other shareholders and
employees.
The borrowing powers of NV directors are not limited by the Articles of Association of NV. PLC directors have the power to borrow up to three times the Adjusted Capital and Reserves of PLC without the sanction of an ordinary resolution.
The Articles of Association of NV and PLC do not require directors of NV, or full-time employed directors of PLC, to hold shares in NV or PLC. Directors of PLC who are not employed full-time by NV or PLC must hold either £1 000 in nominal value of PLC ordinary shares, or 5 445 in nominal value of NV ordinary shares. The remuneration arrangements applicable to directors as employees contain requirements for the holding and retention of shares (see Remuneration Report page 42).
Mutual guarantee of
borrowings
There is a contractual
arrangement between NV and PLC under which each will, if asked by the other,
guarantee the borrowings of the other. They can also agree jointly to guarantee
the borrowings of their subsidiaries. We use this arrangement, as a matter of
financial policy, for certain significant public borrowings. The arrangements
enable lenders to rely on our combined financial strength.
Combined earnings per share
Because of the Equalisation
Agreement and the other arrangements between NV and PLC we calculate combined
earnings per share for NV and PLC (see note 7 on page 64).
We base the calculation on the average amount of NV and PLCs ordinary capital in issue during the year. For the main calculation we exclude shares which have been purchased to satisfy employee share options. We also calculate a diluted earnings per share figure, where we include these shares, as well as certain PLC shares which may be issued in 2038 under the arrangements for the variation of the Leverhulme Trust (see below).
The process by which we calculate earnings per share is as follows. First we convert the average capital of NV and PLC into units using the formula contained in the Equalisation Agreement: one unit equals 10.7 NV shares or 71.4 PLC shares. We add these together to find the total number of units of combined share capital. Then the amount of net profit in euros which is attributable to ordinary capital is divided by this total number of units to find the amount per combined unit. Finally we convert the combined unit back into NV and PLC ordinary shares, to show the amount per one share of each. The amount per unit is divided by 10.7 to find the amount per 0.51 share, and by 71.4 to find the amount per 1.4p share.
Despite the Equalisation Agreement, NV and PLC are independent corporations, and are subject to different laws and regulations governing dividend payments in the Netherlands and the United Kingdom. We assume in our combined earnings per share calculation that both companies will be able to pay their dividends out of their part of our profits. This has always been the case in the past, but if we did have to make a payment from one to the other it could result in additional taxes, and reduce our combined earnings per share.
Unilever Annual Report & Accounts and Form 20-F 2001
CONTROL OF UNILEVER |
|
Leverhulme Trust
The first Viscount Leverhulme was the founder of the company which became PLC. When he died in 1925, he left in his will a large number of PLC shares in various trusts. The High Court of Justice in England varied these trusts in 1983, and established two independent charitable trusts: |
|
> | the Leverhulme Trust, which awards grants for research and education, and |
> | the Leverhulme Trade Charities Trust, for the benefit of members of trades which the first Viscount considered to have particular associations with the business. |
The major assets of both these trusts are PLC ordinary shares.
When the will trusts were varied in 1983 the interests of the beneficiaries of his will were also preserved. Four classes of special shares were created in Margarine Union (1930) Limited, a subsidiary of PLC. One of these classes can be converted at the end of the year 2038, into a maximum of 157 500 000 PLC ordinary shares of 1.4p each. These convertible shares replicate the rights which the descendants of the Viscount would have had under his will. This class of the special shares only has a right to dividends in specified circumstances, and no dividends have yet been paid. PLC guarantees the dividend and conversion rights of the special shares.
The first Viscount wanted the trustees of the trusts he established to be directors of PLC. On 28 February 2002 the trustees of both the charitable trusts and the will trust were:
> | Sir Michael Angus former Chairman of PLC |
> | Sir Michael Perry former Chairman of PLC |
> | Mr N W A FitzGerald Chairman of PLC |
> | Dr J I W Anderson former director |
>
|
Dr A S Ganguly former
director
|
On 28 February 2002, in their capacity as trustees of the two charitable trusts, they held approximately 5.38% of PLCs issued ordinary capital.
N.V. Nederlandsch
Administratie- en Trustkantoor (Nedamtrust)
Nedamtrust is an independent
trust company under the Netherlands law, which has an agreement with NV
to issue depositary receipts against NV shares. We do not control Nedamtrust
it is a wholly owned subsidiary of N.V. Algemeen Nederlands Trustkantoor
ANT (ANT). Five Dutch financial institutions hold 45% of ANTs shares
between them they have between 5% and 10% each, and the rest of its
shares are owned by a large number of individual shareholders.
As part of its corporate
objects Nedamtrust is able to:
|
|
> | issue depositary receipts; |
> | carry out administration for the shares which underlie depositary receipts it has issued; and |
>
|
exercise voting rights for
these underlying shares.
|
The
depositary receipts issued by Nedamtrust against NV shares are known as
Nedamtrust certificates. They are in bearer form, and are traded and quoted on
the Euronext Stock Exchange and other European stock exchanges. Nedamtrust has
issued certificates for NVs ordinary and 7% cumulative preference shares,
and almost all the NV shares traded and quoted in Europe are in the form of
these certificates. The exception is that there are no certificates for
NVs 4%, 6% and
0.05 cumulative preference
shares.
If you hold
Nedamtrust certificates you can attend or appoint a proxy at NV
shareholders meetings. If you wish to vote at a meeting, on your request
Nedamtrust will give you a power of attorney to vote. If you hold Nedamtrust
certificates with a bank or broker in the Netherlands and have notified the
Shareholders Communication Channel (see page 37), you will receive a proxy form
enabling you to authorise and instruct Nedamtrust to vote at the NV
shareholders meeting on your behalf. Nedamtrust is obliged to follow
these instructions.
For shares for
which Nedamtrust does not receive instructions, Nedamtrusts Board decides
on the best way to vote the NV ordinary and preference shares it holds at
shareholders meetings. Trust companies in the Netherlands will not
usually vote to influence the operations of companies, and in the past
Nedamtrust has always followed this policy. However, if a change to
shareholders rights is proposed Nedamtrust will let shareholders know if
it intends to vote, at least 14 days in advance if possible. It will do this by
advertising in the press, but it will not necessarily say which way it is
planning to vote.
As a holder of
Nedamtrust certificates you can exchange your Nedamtrust certificate at any
time for the underlying ordinary or preference share (or vice versa).
In
the past the majority of votes cast by ordinary and preference shareholders at
NV meetings were cast by Nedamtrust. Nedamtrust is appointed as a proxyholder
for the proxy voting through the Shareholders Communication Channel.
Nedamtrusts NV
shareholding fluctuates daily its holdings on 28 February 2002
were:
Material modifications to the
rights of security holders
On 10 May 1999 the share
capitals of NV and PLC were each consolidated (see notes to NV and PLC
Dividends tables on page 116). Otherwise there have been no material
modifications to the rights of security holders.
Unilever Annual Report & Accounts and Form 20-F 2001
Shareholder information |
ANALYSIS OF SHAREHOLDING |
|
Significant shareholders of NV As far as we are aware the only holders of more than 5% of any class of NV shares (apart from Nedamtrust, see page 110) are Nationale Nederlanden N.V. and Aegon Levensverzekering N.V. The voting rights of such shareholders are the same as for other holders of the class of share indicated. Details of such holdings on 28 February 2002 are as follows:
Nationale Nederlanden N.V.
|
|
> | 12 477 469 (2.18%) ordinary shares ( 6 341 472) |
> | 20 670 (71.26%) 7% Cumulative Preference Shares ( 9 377 595) |
> | 120 092 (74.56%) 6% Cumulative Preference Shares ( 54 493 740) |
> | 504 440 (67.26%) 4% Cumulative Preference Shares ( 22 890 489) |
> | 21 013 355 (9.94%) 5 eurocents Cumulative Preference Shares ( 953 545) |
|
|
> | 59 280 (0.01%) ordinary shares ( 30 128) |
> | 4 998 (17.23%) 7% Cumulative Preference Shares ( 2 266 768) |
> |
29
540 (18.34%) 6% Cumulative
Preference Shares (
13 404 668)
|
> | 157 106 (20.95%) 4% Cumulative Preference Shares ( 7 129 159) |
Significant shareholders of
PLC
|
Title of class
|
Name of holder
|
Number of
shares held |
Approximate
% held |
|||
|
|
|
|
|
|
|
Deferred Stock | Naamlooze Vennootschap Elma | £50 000 | 50 | |||
United Holdings Limited | £50 000 | 50 | ||||
Ordinary shares | Trustees of the Leverhulme Trust and the | |||||
Leverhulme Trade Charities Trust | 156 815 034 | 5 | ||||
Brandes Investment Partners L.P. | 177 754 236 | 6 | ||||
The Capital Group Companies, Inc | 145 570 079 | 5 | ||||
|
|
|
|
|
|
|
The holding by Brandes Investments Partners L.P. is on behalf of unaffiliated custodian banks and that of The Capital Group Companies, Inc. is on behalf of affiliated investment management companies. These holdings were first notified to PLC in November and December 2000. In May 2000 the Prudential Corporation plc, which had held 3% in both 1999 and 2000, ceased to be a significant shareholder in PLC. Otherwise, there have been no changes to the holdings of significant shareholders in PLC during the three years up to and including 2001.
Analysis of PLC registered
holdings
At 31 December 2001 PLC had
101 822 ordinary shareholdings.
The following table analyses the registered holdings of PLCs 1.4p ordinary shares at 31 December 2001:
Number
of holdings |
Total
shares held |
||||||
Number of shares
|
%
|
%
|
|||||
|
|
|
|
|
|
|
|
1 1 000 | 36 014 | 35.37 | 20 139 399 | 0.69 | |||
1 001 2 500 | 29 583 | 29.05 | 49 031 570 | 1.68 | |||
2 501 5 000 | 17 526 | 17.21 | 62 726 455 | 2.16 | |||
5 001 10 000 | 10 487 | 10.30 | 73 721 458 | 2.53 | |||
10 001 25 000 | 5 385 | 5.29 | 81 268 162 | 2.79 | |||
25 001 50 000 | 1 184 | 1.16 | 41 108 420 | 1.41 | |||
50 001 100 000 | 557 | 0.55 | 39 581 722 | 1.36 | |||
100 001 1 000 000 | 781 | 0.77 | 247 143 259 | 8.49 | |||
Over 1 000 000 | 305 | 0.30 | 2 296 738 135 | 78.89 | |||
|
|
|
|
|
|
|
|
101 822 | 100.00 | 2 911 458 580 | 100.00 | ||||
|
|
|
|
|
|
|
|
Unilever Annual Report & Accounts and Form 20-F 2001
INFORMATION ABOUT EXCHANGE | > 112 |
CONTROLS AFFECTING SECURITY HOLDERS |
Unilever N.V.
Under the Dutch
External Financial Relations Act of 28 May 1980 the Government, the Minister of
Finance and the Central Bank of Netherlands are all authorised to issue
regulations relating to financial transactions involving Dutch residents, if a
non-Dutch resident is also involved, or if the transactions are conducted in a
foreign currency. If regulations are issued in the future, we could be in need
of a licence for this type of transaction. To date no regulations of this type
have been issued.
Unilever PLC
None.
NATURE OF THE TRADING MARKET
The principal trading markets
upon which Unilever shares are listed are the Euronext Stock Exchange for NV
ordinary shares and the London Stock Exchange for PLC ordinary shares. NV
ordinary shares trade in the form of Nedamtrust Certificates and almost all the
shares are in bearer form. PLC ordinary shares are all in registered form.
|
|
> | the quarterly high and low prices for 2001 and 2000; |
> | the annual high and low prices for 1999, 1998 and 1997; and |
> | the monthly high and low prices for the last six months of 2001. |
NV and PLC are separate companies with separate stock exchange listings and different shareholders. You cannot convert or exchange the shares of one for shares of the other and the relative share prices on the various markets can, and do, fluctuate. This happens for various reasons, including changes in exchange rates. However, over time the prices of NV and PLC shares do stay in close relation to each other, in particular because of our equalisation arrangements.
If you are a shareholder of NV, you have a direct interest in a Dutch legal entity, your dividends will be paid in euros (converted into US dollars if you have shares registered in the United States) and you will be subject to Dutch tax. If you are a shareholder of PLC, your interest is in a United Kingdom legal entity, your dividends will be paid in sterling (converted into US dollars if you have American Depositary Receipts) and you will be subject to United Kingdom tax. Nevertheless, the Equalisation Agreement means that as a shareholder of either company you effectively have an interest in the whole of Unilever. You have largely equal rights over our combined net profit and capital reserves as shown in the consolidated accounts. (See Taxation for US Residents on page 114 and Equalisation Agreement on page 107).
Unilever Annual Report & Accounts and Form 20-F 2001
Shareholder information |
NATURE OF THE TRADING MARKET |
>
113
|
Quarterly high and low prices for 2001 and 2000: | ||||||||||||
2001
|
1st
|
2nd
|
3rd
|
4th
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
NV per 0.51 ordinary share in Amsterdam (in ) |
High
|
68 | 71 | 71 | 66 | |||||||
Low
|
56 | 59 | 55 | 56 | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
NV per 0.51 ordinary share in New York (in $) |
High
|
65 | 60 | 63 | 58 | |||||||
Low
|
50 | 52 | 52 | 50 | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
PLC per 1.4p ordinary share in London (in pence) |
High
|
574 | 605 | 610 | 573 | |||||||
Low
|
478 | 497 | 480 | 485 | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
PLC per American Share in New York (in $) |
High
|
35 | 35 | 35 | 34 | |||||||
Low
|
28 | 29 | 28 | 28 | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
2000
|
1 | st | 2 | nd | 3 | rd | 4th | |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
NV per 0.51 ordinary share in Amsterdam (in ) |
High
|
58 | 57 | 55 | 71 | |||||||
Low
|
42 | 48 | 48 | 54 | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
NV per 0.51 ordinary share in New York (in $) |
High
|
59 | 54 | 49 | 64 | |||||||
Low
|
40 | 43 | 44 | 48 | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
PLC per 1.4p ordinary share in London (in pence) |
High
|
497 | 476 | 447 | 584 | |||||||
Low
|
335 | 349 | 394 | 435 | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
PLC per American Share in New York (in $) |
High
|
33 | 29 | 27 | 35 | |||||||
Low
|
22 | 23 | 24 | 26 | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual high and low prices for 1999, 1998 and 1997: | ||||||||||||
1999 | 1998 | 1997 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
NV per 0.51 ordinary share in Amsterdam (in (a) ) |
High
|
74 | 77 | 57 | ||||||||
Low
|
49 | 49 | 34 | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
NV per 0.51 ordinary share in New York (in $) |
High
|
88 | 89 | 65 | ||||||||
Low
|
50 | 59 | 44 | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
PLC per 1.4p (1997-98: 1.25p) ordinary share in London (in pence) |
High
|
695 | 702 | 519 | ||||||||
Low
|
401 | 457 | 336 | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
PLC per American Share in New York (in $) |
High
|
47 | 46 | 35 | ||||||||
Low
|
27 | 32 | 22 | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
Amounts
previously reported in guilders have been restated and are now reported in
euros using the fixed conversion rate of
1.00 = Fl. 2.20371 that became effective on 1 January 1999. Monthly high and low prices for the last six months of 2001: |
July
|
August
|
September
|
October
|
November
|
December
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NV per 0.51 ordinary share in Amsterdam (in ) | ||||||||||||||
High
|
71 | 68 | 69 | 61 | 65 | 66 | ||||||||
Low
|
66 | 66 | 55 | 56 | 58 | 60 | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NV per 0.51 ordinary share in New York (in $) | ||||||||||||||
High
|
61 | 63 | 61 | 56 | 57 | 58 | ||||||||
Low
|
58 | 58 | 52 | 50 | 52 | 53 | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PLC per 1.4p ordinary share in London (in pence) | ||||||||||||||
High
|
610 | 607 | 580 | 533 | 567 | 573 | ||||||||
Low
|
584 | 580 | 480 | 485 | 501 | 527 | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PLC per American Share in New York (in $) | ||||||||||||||
High
|
35 | 35 | 34 | 31 | 32 | 34 | ||||||||
Low
|
34 | 33 | 28 | 28 | 29 | 31 | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share prices at 31 December
2001:
The share price
of the ordinary shares at the end of the year was for NV
65.85 and $57.61 and for PLC
564p and $33.27.
Unilever Annual Report & Accounts and Form 20-F 2001
TAXATION FOR US RESIDENTS |
|
The following notes are provided for guidance. US residents should consult their local tax advisers, particularly in connection with potential liability to pay US taxes on disposal, lifetime gift or bequest of their shares:
Netherlands
Taxation on
dividends
Dividends of
companies in the Netherlands are subject to dividend withholding tax of 25%.
Where a shareholder is entitled to the benefits of the current Income Tax
Convention (the Convention) concluded on 18 December 1992 between
the United States and the Netherlands, when dividends are paid by NV
to:
> | a United States resident; |
> | a corporation organised under the laws of the United States (or any territory of it) having no permanent establishment in the Netherlands of which such shares form a part of the business property; |
>
|
or any other legal person subject to United States Federal income tax with respect to its world-wide income, having no permanent establishment in the Netherlands of which such shares form a part of the business property; |
these dividends qualify for a reduction of Netherlands withholding tax on dividends from 25% to 15% (to 5% if the beneficial owner is a company which directly holds at least 10% of the voting power of NV shares and to 0% if the beneficial owner is a qualified Exempt Organisation as defined in article 36 of the Convention).
The entire dividend (including the withheld amount) will be dividend income to the United States shareholder not eligible for the dividends received deduction allowed to corporations. However, the Netherlands withholding tax will be treated as a foreign income tax that is eligible for credit against the shareholders United States income taxes.
Where a United States resident or corporation has a permanent establishment in the Netherlands, which has shares in Unilever N.V. forming part of its business property, dividends it receives on those shares are included in that establishments profit. They are subject to the Netherlands income tax or corporation tax, as appropriate, and the Netherlands tax on dividends will be applied at the full rate of 25%. This tax will be treated as foreign income tax eligible for credit against the shareholders United States income taxes.
Under a provision of the Netherlands Dividend Tax Act NV is entitled to a credit (up to a maximum of 3% of the gross dividend from which dividend tax is withheld) against the amount of dividend tax withheld before remittance to the Netherlands tax authorities. For dividends paid on or after 1 January 1995, the United States tax authority may take the position that the Netherlands withholding tax eligible for credit should be limited accordingly.
Under the Convention, qualifying United States organisations that are generally exempt from United States taxes and that are constituted and operated exclusively to administer or provide pension, retirement or other employee benefits may be exempt at source from withholding tax on dividends received from a Netherlands corporation. A recent agreement between the United States and the Netherlands tax authorities describes the eligibility of these US organisations for benefits under the Convention and the procedures for them to claim benefits under the Convention. This agreement was published by the US Internal Revenue Service on 20 April 2000 in release IR-INT-2000-9 and these procedures apply to dividends made payable after 30 June 2000.
A United States trust, company or organisation that is operated exclusively for religious, charitable, scientific, educational or public purposes, is now subject to an initial 25% withholding tax rate. Such an exempt organisation is entitled to reclaim from the Netherlands Tax Authorities a refund of the Netherlands dividend tax, if and to the extent that it is exempt from United States Federal Income Tax and it would be exempt from tax in the Netherlands if it were organised and carried on all its activities there.
If you are a Unilever shareholder resident in any country other than the United States or the Netherlands, any exemption from, or reduction or refund of, the Netherlands dividend withholding tax may be governed by the Tax Regulation for the Kingdom of the Netherlands or by the tax convention, if any, between the Netherlands and your country of residence.
Taxation on capital
gains
Under the
Convention, if you are a United States resident or corporation and you have
capital gains on the sale of shares of a Netherlands company, these are
generally not subject to taxation by the Netherlands. The exception to this is
if you have a permanent establishment in the Netherlands and the capital gain
is derived from the sale of shares which form part of that permanent
establishments business property.
Succession duty and gift
taxes
Under the
Estate and Inheritance Tax Convention between the United States and the
Netherlands of 15 July 1969, United States individual residents who are not
Dutch citizens who have shares will generally not be subject to succession duty
in the Netherlands on the individuals death, unless the shares are part
of the business property of a permanent establishment situated in the
Netherlands.
A gift of shares of a Netherlands company by a person who is not a resident or a deemed resident of the Netherlands is generally not subject to Netherlands gift tax. A non-resident Netherlands citizen, however, is still treated as a resident of the Netherlands for gift tax purposes for ten years and any other non-resident person for one year after leaving the Netherlands.
Unilever Annual Report & Accounts and Form 20-F 2001
Shareholder information |
TAXATION FOR US RESIDENTS |
|
United Kingdom
Taxation on
dividends
Under United
Kingdom law income tax is not withheld from dividends paid by United Kingdom
companies. Shareholders, whether resident in the United Kingdom or not, receive
the full amount of the dividend actually declared.
If you are a shareholder resident in the United Kingdom you are entitled to a tax credit against your liability for United Kingdom income tax, equal to 10% of the aggregate amount of the dividend plus tax credit (or one-ninth of the dividend). For example, a dividend payment of £9.00 will carry a tax credit of £1.00.
If you are a shareholder resident in the US, the dividend actually declared is taxable in the US as ordinary income and is not eligible for the dividends received deduction allowable to corporations. The dividend is foreign source income for US foreign tax credit purposes.
In addition, under the current income tax Convention between the US and the UK (the Convention), a US shareholder eligible for the benefits of the Convention may elect to be treated for US tax purposes only as having received an additional taxable dividend. The additional deemed dividend is equal to one-ninth of the actual cash dividend received (an additional dividend of £1 in the above example). The shareholder will be eligible to claim a US foreign tax credit in the amount of the additional deemed dividend. The tax credit may, subject to certain limitations and restrictions, reduce the shareholders US Federal income tax liability. The procedure for making this election is described in IRS Revenue Procedure 2000-13.
On 24 July 2001, the US and the UK signed a new income tax Convention (the New Convention). Under the New Convention, US shareholders would not be entitled to make the election described in the preceding paragraph. These provisions of the New Convention will apply to US shareholders beginning on the first day of the second month following the date on which the New Convention is ratified by the US and the UK.
However, US shareholders may elect to remain subject to all the provisions of the current Convention for a period of 12 months after the date on which the New Convention would otherwise be applicable. It is uncertain when the New Convention will be ratified.
Taxation on capital
gains
Under United
Kingdom law, when you sell shares you may be liable to pay capital gains tax.
However, if you are either:
> | an individual who is neither resident nor ordinarily resident in the United Kingdom; or |
> | a company which is not resident in the United Kingdom; |
you will not be liable to United Kingdom tax on any capital gains made on disposal of your shares.
The exception is if the shares are held in connection with a trade or business which is conducted in the United Kingdom through a branch or an agency.
Inheritance tax
Under the
current estate and gift tax convention between the United States and the United
Kingdom, ordinary shares held by an individual shareholder who is:
> | domiciled for the purposes of the convention in the United States; and |
> | is not for the purposes of the convention a national of the United Kingdom; |
will
not be subject to United Kingdom inheritance tax on:
> | the individuals death; or |
> | on a gift of the shares during the individuals lifetime. |
The
exception is if the shares are part of the business property of a permanent
establishment of the individual in the United Kingdom or, in the case of a
shareholder who performs independent personal services, pertain to a fixed base
situated in the United Kingdom.
Unilever Annual Report & Accounts and Form 20-F 2001
DIVIDENDS |
|
Our interim ordinary dividends are normally announced in November and paid in December. Final ordinary dividends are normally proposed in February and, if approved by shareholders at the Annual General Meetings, paid in May or June.
The following tables show the dividends paid by NV and PLC for the last five years. NV dividends are per 0.51 (1997-1998: Fl. 1) ordinary share and PLC dividends are per 1.4p (1997-1998: 1.25p) ordinary share and per depositary receipt of 5.6p (1997-1998: 5p). Dividends have been translated at the exchange rates prevailing on the dates of declaration of the dividends for NV and the payment of the sterling dividends for PLC.
For the 2001 final dividend, payable in 2002, there has been a change in policy. The dividend will be translated into US dollars at the rate prevailing on the date of declaration of the dividend.
The interim dividend is normally 35% of the previous years total normal dividend per share, based on the stronger of our two parent currencies over the first nine months of the year. Equalisation of the interim dividend in the other currency takes place at the average exchange rate of the third quarter. Equalisation of the final dividend takes place at the average exchange rate for the full year.
The dividend timetable for 2002 is shown on page 119.
NV Dividends
2001
|
|
2000
|
|
1999
|
|
1998
|
|
1997
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interim dividend per 0.51 (1997-1998: Fl. 1) | 0.50 | 0.48 | Fl. 0.88 | Fl. 0.81 | Fl. 0.74 | |||||
Exchange rate Fl. to $ | 2.1173 | 1.8717 | 1.9208 | |||||||
Exchange rate to $ | 0.9097 | 0.8646 | ||||||||
Interim dividend per 0.51 (1997-1998: Fl. 1) (US registry) | $0.454850 | $0.415008 | $0.415624 | $0.432762 | $0.385256 | |||||
Normal final dividend per 0.51 (1997-1998: Fl. 1) | 1.06 | 0.95 | Fl. 1.91 | Fl. 1.70 | Fl. 1.49 | |||||
Special final dividend per Fl. 1 | Fl. 14.50 | |||||||||
Final exchange rate Fl. to $ | 2.4725 | 2.0861 | 1.9951 | |||||||
Final exchange rate to $ | 0.8747 | 0.8827 | ||||||||
Normal final dividend per 0.51 (1997-1998: Fl. 1) (US registry) | $0.927182 | $0.838565 | $0.772497 | $0.814918 | $0.746830 | |||||
Special final dividend per Fl. 1 (US registry) | $6.950769 | |||||||||
|
|
|
|
|
|
|
|
|
|
|
Note 1:
For the purposes of illustration, the US dollar dividends shown above are those
paid on the
0.51 (1997-1998: Fl. 1)
ordinary shares of NV registered in New York. The above exchange rates were
those ruling on the dates of declaration of the dividend.
Note 2: The final
euro dividend for 2001 is payable on 10 June 2002. The dollar dividend will be
calculated with reference to the exchange rates prevailing on 8 May
2002.
Note 3: On 10 May 1999
the share capital wa
s consolidated on the basis of
100 new ordinary shares with a nominal value of Fl. 1.12 (now
0.51) for every 112 existing
ordinary shares with a nominal value of Fl. 1.
PLC Dividends
2001
|
|
2000
|
|
1999
|
|
1998
|
|
1997
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interim dividend per 1.4p (1997-1998: 1.25p) | 4.65p | 4.40p | 3.93p | 2.95p | 2.80p | |||||
Exchange rate $ to £1 | 1.4527 | 1.4622 | 1.6002 | 1.6745 | 1.6620 | |||||
Interim dividend per 5.6p (1997-1998: 5p) | $0.2702 | $0.2573 | $0.2515 | $0.1976 | $0.1861 | |||||
Normal final dividend per 1.4p (1997-1998: 1.25p) | 9.89p | 8.67p | 8.57p | 7.75p | 5.62p | |||||
Special final dividend per 1.25p | 66.13p | |||||||||
Normal final exchange rate $ to £1 | 1.4331 | 1.4355 | 1.4732 | 1.5921 | 1.6270 | |||||
Special final exchange rate $ to £1 | 1.5984 | |||||||||
Normal final dividend per 5.6p (1997-1998: 5p) | $0.5669 | $0.4978 | $0.5050 | $0.4935 | $0.3657 | |||||
Special final dividend per 5p | $4.2280 | |||||||||
|
|
|
|
|
|
|
|
|
|
|
Note 1:
If you are a United States resident and received dividends before 6 April 1999,
under the Anglo-United States taxation treaty, you received an amount equal to
the total of the declared dividend, plus the United Kingdom tax credit less
withholding tax. If you are a United States resident and received dividends
after 5 April 1999, you simply received the declared dividend; see Taxation for
US residents on page 114.
Note 2: The final
sterling dividend for 2001 is payable on 10 June 2002. The dollar dividend will
be calculated with reference to the exchange rates prevailing on 8 May
2002.
Note 3: It is not
possible to make a direct comparison between PLC dividends paid before and
after 6 April 1999 because of the abolition of United Kingdom ACT (Advance
Corporation Tax) from that date (see note 1 above).
Note
4: On 10 May 1999 the share capital was consolidated on the basis of 100 new
ordinary shares with a nominal value of 1.4p for every 112 existing ordinary
shares with a nominal value of 1.25p.
Unilever Annual Report & Accounts and Form 20-F 2001
Shareholder information |
CROSS REFERENCE TO FORM 20-F |
|
PART I
1
|
Identity of directors, senior
management and advisers
|
n/a
|
|
|
|
2
|
Offer statistics and expected
timetable
|
n/a
|
3
|
Key
information
|
|
3A
|
Selected financial
data
|
|
3B
|
Capitalization and
indebtedness
|
n/a
|
3C
|
Reasons for the offer and use
of proceeds
|
n/a
|
3D
|
Risk factors
|
|
4
|
Information on the
company
|
|
4A
|
History and development of the
company
|
|
4B
|
Business overview
|
|
4C
|
Organisational
structure
|
|
4D
|
Property, plants and
equipment
|
|
5
|
Operating and financial review
and prospects
|
|
5A
|
Operating results
|
|
5B
|
Liquidity and capital
resources
|
|
5C
|
Research and development,
patents and licences, etc.
|
|
5D
|
Trend information
|
|
6
|
Directors, senior management
and employees
|
|
6A
|
Directors and senior
management
|
|
6B
|
Compensation
|
|
6C
|
Board practices
|
|
6D
|
Employees
|
|
6E
|
Share ownership
|
|
7
|
Major shareholders and related
party transactions
|
|
7A
|
Major
shareholders
|
|
7B
|
Related party
transactions
|
|
7C
|
Interests of experts and
counsel
|
n/a
|
8
|
Financial
information
|
|
8A
|
Consolidated statements and
other financial information
|
|
8B
|
Significant
changes
|
|
9
|
The offer and
listing
|
|
9A
|
Offer and listing
details
|
|
9B
|
Plan of
distribution
|
n/a
|
9C
|
Markets
|
|
9D
|
Selling
shareholders
|
n/a
|
9E
|
Dilution
|
n/a
|
9F
|
Expenses of the
issue
|
n/a
|
10
|
Additional
information
|
|
10A
|
Share capital
|
n/a
|
10B
|
Memorandum and articles of
association
|
|
10C
|
Material
contracts
|
|
10D
|
Exchange controls
|
|
10E
|
Taxation
|
|
10F
|
Dividends and paying
agents
|
n/a
|
10G
|
Statements by
experts
|
n/a
|
10H
|
Documents on
display
|
|
10I
|
Subsidiary
information
|
n/a
|
11
|
Quantitative and qualitative
disclosures about market risk
|
|
12
|
Description of securities other
than equity securities
|
n/a
|
PART II
13
|
Defaults, dividend arrearages
and delinquencies
|
n/a
|
|
|
|
14
|
Material modifications to the
rights of security
|
|
|
holders and use of
proceeds
|
|
|
|
|
15
|
Reserved
|
|
|
|
|
16
|
Reserved
|
|
PART III
17
|
Financial
statements
|
n/a
|
|
|
|
18
|
Financial
statements
|
Unilevers agent in the United States is Mr R Soiefer, Vice-President, Secretary and General Counsel, Unilever United States Inc., 390 Park Avenue, New York, NY 10022-4698.
Unilever Annual Report & Accounts and Form 20-F 2001
GLOSSARY |
>
118
|
The following is intended to provide a general guide, particularly for United States readers, as to the meanings of various terms which may be used in this report. Please refer also to page 92 for definitions of specific accounting measures as they are applied by Unilever.
Term used in this
report
|
US equivalent or brief
description
|
|
|
Accounts |
Financial
statements
|
|
|
Associate |
A business which is not a
subsidiary or a joint venture, but in which the Group has a shareholding and
exercises significant influence
|
|
|
Called up share capital |
Ordinary shares, issued and
fully paid
|
|
|
Creditors |
Accounts
payable/payables
|
|
|
Creditors: amounts due after more than one year |
Long-term accounts
payable
|
|
|
Creditors: amounts due within one year |
Current accounts
payable
|
|
|
Debtors |
Accounts
receivable/receivables
|
|
|
Finance lease |
Capital lease
|
|
|
Freehold |
Ownership with absolute rights
in perpetuity
|
|
|
Gearing |
Leverage
|
|
|
Group, or consolidated accounts |
Consolidated financial
statements
|
|
|
Interest receivable |
Interest income
|
|
|
Interest payable |
Interest expense
|
|
|
Joint venture |
A business which is jointly
controlled by the Group and one or more external partners
|
|
|
Nominal value |
Par value
|
|
|
Operating profit |
Net operating
income
|
|
|
Profit |
Income (or
earnings)
|
|
|
Profit retained |
Retained earnings
|
|
|
Profit and loss account |
Income statement
|
|
|
Profit attributable to ordinary shareholders |
Net income attributable to
ordinary shareholders
|
|
|
Provisions |
Long-term liabilities other
than debt and specific accounts payable
|
|
|
Statement of total recognised gains and losses |
Comprehensive
income
|
|
|
Reconciliation of movements in shareholders funds |
Statement of changes in
stockholders equity
|
|
|
Reserves |
Stockholders equity
other than paid-up capital
|
|
|
Share capital |
Capital stock or common
stock
|
|
|
Share option |
Stock option
|
|
|
Share premium account |
Additional paid-in capital
relating to proceeds of sale of stock in excess of par value or paid-in
surplus
|
|
|
Shares in issue |
Shares
outstanding
|
|
|
Shareholders funds |
Stockholders
equity
|
|
|
Stocks |
Inventories
|
|
|
Tangible fixed assets |
Property, plant and
equipment
|
|
|
Turnover |
Sales revenues
|
|
Unilever Annual Report & Accounts and Form 20-F 2001
Shareholder information |
FINANCIAL CALENDAR AND ADDRESSES |
>
119
|
Annual General Meetings | ||||
|
||||
NV | 10:30 am Wednesday 8 May 2002 Rotterdam | |||
|
||||
PLC | 11:00 am Wednesday 8 May 2002 London | |||
|
||||
Announcements of results | ||||
|
||||
First Quarter | 26 April 2002 | Third Quarter |
30 October
2002
|
|
First Half Year | 31 July 2002 | Final for Year (provisional) |
13 February 2003
|
|
|
||||
Dividends on ordinary capital | ||||
|
||||
Final for 2001 announced 14 February 2002 and to be declared 8 May 2002 | ||||
Ex-dividend
date
|
Record
date
|
Payment
date
|
||
|
||||
NV | 10 May 2002 | 9 May 2002 |
10 June 2002
|
|
PLC | 15 May 2002 | 17 May 2002 |
10 June 2002
|
|
NV New York Shares | 15 May 2002 | 17 May 2002 |
10 June 2002
|
|
PLC ADRs | 15 May 2002 | 17 May 2002 |
10 June 2002
|
|
|
||||
Interim for 2002 to be announced 30 October 2002 |
|
|||
Ex-dividend
date |
Record
date |
Payment
date
|
||
|
||||
NV | 31 October 2002 | 30 October 2002 |
2 December 2002
|
|
PLC | 6 November 2002 | 8 November 2002 |
2 December 2002
|
|
NV New York Shares | 6 November 2002 | 8 November 2002 |
2 December 2002
|
|
PLC ADRs | 6 November 2002 | 8 November 2002 |
2 December 2002
|
|
|
||||
Contact details | ||
Rotterdam |
London
|
New York
|
|
||
Unilever N.V. | Unilever PLC | Unilever United States, Inc. |
Corporate Relations Department | Corporate Relations Department | Corporate Relations Department |
Weena 455, PO Box 760 | PO Box 68, Unilever House | 390 Park Avenue, New York |
3000 DK Rotterdam | Blackfriars, London EC4P 4BQ | NY 10022-4698 |
Telephone +31 (0)10 217 4000 | Telephone +44 (0)20 7822 5252 | Telephone + 1 212 906 4240 |
Telefax +31 (0)10 217 4798 | Telefax +44 (0)20 7822 6907 | Telefax + 1 212 906 4666 |
e-mail: | e-mail: | e-mail: |
corporate.relations-rotterdam | corporate.relations-london | corporate.relations-newyork |
@unilever.com | @unilever.com | @unilever.com |
|
||
Unilever Annual Report & Accounts and Form 20-F 2001
WEBSITE |
> 120
|
Shareholders are encouraged to visit our website www.unilever.com , which has a wealth of information about the Unilever Group.
There is a section designed specifically for investors at www.unilever.com/investorcentre . It includes detailed coverage of the Unilever share price, our quarterly and annual results, performance charts, financial news and analyst communications. It also includes transcripts of our investor relations speeches and copies of Unilever results presentations.
You can also view this years and prior years Annual Review and Annual Report & Accounts and Form 20-F documents at www.unilever.com/investorcentre/financialreports .
Shareholders can elect not to receive paper copies of the Annual Review, the Annual Report & Accounts and Form 20-F, and other shareholder documents if they prefer to view these on our website.
Copies of the following publications can be obtained without charge from Unilevers Corporate Relations Departments.
Unilever Annual Review 2001
Including Summary Financial
Statement. Available in English or Dutch, with financial information in euros,
sterling and US dollars.
Unilever Annual Report &
Accounts and Form 20-F 2001
Available in English or Dutch,
with figures in euros. It includes the Form 20-F that is filed with the United
States Securities and Exchange Commission.
Quarterly Results
Announcements
Available in English or Dutch,
with figures in euros; supplements in English, with sterling or US dollar
figures, are available.
SHARE REGISTRATION
Netherlands
N.V.
Algemeen Nederlands Trustkantoor ANT
PO Box 11063
1001 GB
Amsterdam
Telephone | + | 31 (0)20 522 2555 |
Telefax | + | 31 (0)20 522 2500 |
e-mail: | registers@ant-trust.nl |
UK
Lloyds TSB
Registrars
The Causeway
Worthing
West Sussex BN99 6DA
Telephone | + |
44 (0)870 600
3977
|
Telefax | + |
44 (0)870 600
3980
|
Website |
www.lloydstsb-registrars.co.uk
|
USA
JPMorgan Chase
Bank
ADR Service Center
PO Box 842 006
Boston MA 02284-2006
Telephone | + 1 781 575 4328 |
Telefax | + 1 781 575 4082 |
Website | www.adr.com |
Unilever Annual Report & Accounts and Form 20-F 2001
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorised the undersigned to sign this Annual Report on its behalf.
Unilever PLC | |||
(Registrant) | |||
By:
|
/s/ S.G.
Williams
|
||
Name:
|
S.G. Williams
|
||
Title:
|
Joint Secretary
|
Number |
|
|
1.1 | Memorandum and Articles of Association of Unilever PLC, as amended 1 | |
2.1 | Indenture dated as of August 1, 2000, among Unilever Capital Corporation, Unilever | |
N.V., Unilever PLC, Unilever United States, Inc. and The Bank of New York, as Trustee, | ||
relating to Guaranteed Debt Securities 2 | ||
2.2 | Trust Deed dated as of July 22, 1994, among Unilever N.V., Unilever PLC, Unilever | |
Capital Corporation, Unilever United States, Inc. and The Law Debenture Trust | ||
Corporation p.l.c., relating to Guaranteed Debt Securities | ||
4.1 | Ageement and Plan of Merger by and among Unilever PLC, Unilever N.V., Conopco Inc., | |
Titan Acquisition Company and Bestfoods, dated as of June 6, 2000 3 | ||
4.2 | Service Contracts of the Directors of Unilever PLC | |
4.3 | Letters regarding compensation of Directors of Unilever PLC | |
4.4 | Unilever North America 1992 Stock Option Plan 4 | |
4.5 | The Unilever PLC International 1997 Executive Share Option Scheme | |
4.6 | The Unilever Share Matching Scheme | |
4.7 | The Unilever Long Term Incentive Plan | |
8.1 | List of Subsidiaries 5 | |
10.1 | Consent of PricewaterhouseCoopers N.V. and PricewaterhouseCoopers |
Certain instruments which define rights of holders of long-term debt of the Company and its subsidiaries are not being filed because the total amount of securities authorised under each such instrument does not exceed 10% of the total consolidated assets of the Company and its subsidiaries. The Company and its subsidiaries hereby agree to furnish a copy of each such instrument to the Securities and Exchange Commission upon request.
1 Incorporated by reference to the Form 6-K furnished to the SEC on June 15, 2001. |
2 Incorporated by reference to the Form 6-K furnished to the SEC on October 23, 2000. |
3 Incorporated by reference to the Form 6-K furnished to the SEC on June 22, 2000. |
4 Incorporated by reference to the Form S-8 furnished to the SEC on January 24, 2001. |
5
The required information is set
forth on pages 97 to 100 of the Annual Report and Accounts.
|
Design: BamberForsyth:Fitch | |
Typesetting: Pauffley Limited | |
Printed by: Westerham Press Limited |
Unilever N.V. | |
Weena 455, PO Box 760 | |
3000 DK Rotterdam | |
T +31 (0) 10 217 4000 | |
F +31 (0) 10 217 4798 | |
Unilever PLC | |
PO Box 68, Unilever House | |
Blackfriars, London EC4P 4BQ | |
T +44 (0)20 7822 5252 | |
F +44 (0)20 7822 5951 | |
www.unilever.com |
THIS TRUST DEED is made the 22nd day of July, 1994
BETWEEN:
(1)
|
UNILEVER
N.V. (N.V.),
a company incorporated
under the laws of The Netherlands, whose corporate seat is at Weena 455,
3013 AL, Rotterdam, The Netherlands,
UNILEVER PLC
(PLC),
a company incorporated under
the laws of England, whose registered office is at Port Sunlight, Wirral,
Merseyside L62 4ZA, England,
UNILEVER CAPITAL CORPORATION
(UCC),
a company incorporated under
the laws of the State of Delaware, U.S.A., whose registered office is at
1209 Orange Street, Wilmington, Delaware 19801, U.S.A. and
UNILEVER
UNITED STATES, INC. (UNUS),
a
company incorporated under the laws of the State of Delaware,
U.S.A., whose registered office is at 1209 Orange Street aforesaid; and
|
(2)
|
THE
LAW DEBENTURE TRUST CORPORATION p.l.c.
, a company incorporated under the laws of England, whose registered office
is at Fifth Floor, 100 Wood Street, London EC2V 7EX (hereinafter called
the
Trustee
,
which expression shall, wherever the context so admits, include any other
trustee or trustees for the time being of these presents).
|
WHEREAS:
(A)
|
N.V.,
PLC, UCC and UNUS have authorised the establishment of a programme for the
issuance of debt instruments (the
Programme
) to be constituted in the manner hereinafter appearing.
|
(B)
|
N.V.,
PLC, UCC and UNUS have duly authorised the issue of a maximum aggregate
principal amount of U.S.$15,000,000,000 (or its equivalent in other currencies)
(or such greater amount as shall be established pursuant to Clause 2(B)
hereof) of notes outstanding under the Programme (the
Programme
Limit
).
|
(C)
|
Each
issue will be represented by notes issued in bearer and/or in registered
form.
|
(D)
|
Pursuant
to powers contained in their constitutional documents, N.V., PLC, UCC and
UNUS have duly authorised the execution of these presents as the principal
instrument subject to which Notes (as defined below) may from time to time
be issued by any of the Issuers and constituted.
|
(E)
|
Each
of the Guarantors (as defined below) has agreed to guarantee in the manner
hereinafter appearing such obligations of the Issuers as are hereinafter
specified and in respect of
|
2
whose
obligations under these presents and under the Notes the relevant Guarantor
has given its guarantee hereunder.
|
|
(F)
|
The Law
Debenture Trust Corporation p.l.c. has agreed to act as trustee of these
presents for the Noteholders and the Couponholders upon the terms and subject
to the conditions hereinafter contained.
|
NOW THIS DEED WITNESSETH AND IT IS HEREBY DECLARED as follows:
1.
|
Definitions
|
(A)
|
IN these
presents (including the recitals), unless there is something in the subject
or context inconsistent therewith, the expressions following shall have
the meanings hereinafter mentioned (that is to say):
|
Auditors
means the auditors for the time being respectively of
N.V.,
PLC, UCC and UNUS as the case may be, and, in the case of joint auditors,
the joint auditors thereof or in the event of their being unable or unwilling
to carry out any action requested of them pursuant to the terms of these
presents, such other firm of accountants as may be nominated or approved
by the Trustee for the purpose;
|
|
Bearer
Noteholders
means the several persons who
are for the
time
being Holders of outstanding Bearer Notes save that, in respect of the Bearer
Notes of any Series, so long as such Bearer Notes or any part thereof are
represented by Notes in global form, each person who is for the time being
shown in the records of Euroclear or Clearstream, Luxembourg or any other
relevant clearing system (other than Clearstream, Luxembourg, if Clearstream,
Luxembourg shall be an accountholder of Euroclear or such other relevant
clearing system, and Euroclear, if Euroclear shall be an accountholder of
Clearstream, Luxembourg or such other relevant clearing system) as the Holder
of a particular nominal amount of the Bearer Notes of such Series (in which
regard any certificate or other document issued by Euroclear, Clearstream,
Luxembourg or such other relevant clearing system as to the nominal amount
of such Bearer Notes standing to the account of any person shall be conclusive
and binding for all purposes save in the case of manifest error) shall,
for the purpose only of the exercise by the Trustee of all rights, duties,
discretions, powers and authorities imposed or conferred on the Trustee
which are to be exercised or performed by reference to, or in favour of,
the Bearer Noteholders but not for any other purpose, be deemed to be and
shall be treated as the Holder of such nominal amount of such
|
3
Bearer
Notes; and the expressions
Bearer
Noteholder
,
Holder
of Bearer Notes
and related expressions shall
be construed
accordingly;
|
||
Bearer
Notes
means Notes which are for the time being
in
bearer
form;
|
||
Calculation
Agency Agreement
means any agreement made
between
the
relevant Issuer, the relevant Guarantor(s), the Trustee and the Calculation
Agent in the form, or substantially in the form of the Calculation Agency
Agreement set out in the second schedule to the Paying Agency Agreement;
|
||
Calculation
Agent
means the institution appointed as such
by
the
relevant Issuer and relevant Guarantor(s) with the prior approval of the
Trustee for any Series of Notes issued by such Issuer and specified in the
relevant Pricing Supplement;
|
||
Clearstream,
Luxembourg
means Clearstream Banking, société
anonyme;
|
||
Conditions
means, in relation to any Tranche of Notes issued
prior
to the First Effective Date, the terms and conditions applicable thereto,
in the form or substantially in the form set out in the Fifth Schedule to
this Trust Deed prior to its amendment by the First Supplemental Trust Deed
and:
|
||
(i) |
in relation to any
Tranche of Notes issued on or after the First Effective Date but before
the Second Effective Date, the terms and conditions applicable thereto,
in the form or substantially in the form set out in the Schedule to the
First Supplemental Trust Deed;
|
|
(ii) |
in relation to any
Tranche of Notes issued on or after the Second Effective Date but before
the Third Effective Date, the terms and conditions applicable thereto, in
the form or substantially in the form set out in the Fifth Schedule to this
Trust Deed as amended and restated on the Second Effective Date;
|
|
(iii) |
in relation to any
Tranche of Notes issued on or after the Third Effective Date but before
the Fourth Effective Date, the terms and conditions applicable thereto,
in the form or substantially in the form set out in the Fifth Schedule to
this Trust Deed as amended and restated on the Third Effective Date;
|
4
(iv)
|
in relation
to any Tranche of Notes issued on or after the Fourth Effective Date but
before the Fifth Effective Date, the terms and conditions applicable thereto,
in the form or substantially in the form set out in the Fifth Schedule to
this Trust Deed as amended and restated on the Fourth Effective Date; and
|
|
(v)
|
in relation
to any Tranche of Notes issued on or after the Fifth Effective Date, the
terms and conditions applicable thereto, in the form or substantially in
the form set out in the Fifth Schedule to this Trust Deed as amended and
restated on the Fifth Effective Date,
|
|
in
each case, as the same may have been or may be amended or supplemented as
described in the Pricing Supplement relating to such Tranche, and as the
same may, from time to time, be altered in accordance with the provisions
of these presents, and any reference in these presents to a particular numbered
Condition shall be construed in relation to such Tranche as a reference
to the provision (if any) in the Conditions thereof which corresponds to
the particular numbered Condition in the Conditions applicable to such Tranche;
|
||
Couponholders
means the several persons who are for the time
being
Holders of Coupons;
|
||
Coupons
means the bearer interest coupons (if any)
appertaining
to Bearer Notes or, as the context may require, a specific number thereof
and includes any replacement Coupon or Coupons issued pursuant to Condition
13 and, unless the context otherwise requires, includes the Talons, such
Coupons being, if appertaining to a Fixed Rate Note, substantially in the
form set out in Part B of the Third Schedule or, if appertaining to a Floating
Rate Note, substantially in the form set out in Part C of the Third Schedule;
|
||
Dealer
means any person or institution appointed as such
pursuant
to the Dealer Agreement;
|
||
Dealer
Agreement
means the dealer agreement dated
22nd July,
1994
between, inter alia, the Issuers, the Guarantors and the Dealers, the terms
of which (as novated, amended, varied or supplemented from time to time)
are incorporated into any sale and purchase agreement relating to Notes
reached between the relevant Issuer, the relevant Guarantor(s) and any Dealer(s);
|
||
Definitive
Note
means a definitive Bearer Note issued
or, as
the
case may require, to be issued by the relevant Issuer in
|
5
exchange for a Temporary
Global Note or a Permanent Global Note or part thereof, such Definitive
Note being substantially in the form set out in Part A of the Third Schedule
hereto with such modifications as may be agreed between the relevant Issuer,
the relevant Guarantor(s), the Principal Paying Agent, the Trustee and the
relevant Dealer(s) and having (where so specified in the relevant Pricing
Supplement) Coupons attached thereto on issue;
|
|
DTC
means The Depository Trust Company;
|
|
euro
means the lawful currency of the member states of
the
European
Union that adopt or that have adopted the single currency in accordance
with the Treaty establishing the European Community, as amended by the Treaty
on European Union;
|
|
Euroclear
means Euroclear Bank S.A./N.V. as operator of the
Euroclear
System;
|
|
Event
of Default
means any of the events listed
in Condition
10
upon the happening of which any Series of the Notes would (subject only
to notice by the Trustee as provided in that Condition) become immediately
due and repayable;
|
|
Extraordinary
Resolution
has the meaning set out in paragraph
21 of the Ninth Schedule;
|
|
Fifth
Effective Date
means 2nd July, 2001;
|
|
First
Effective Date
means 24th July, 1995;
|
|
First
Supplemental Trust Deed
means the first supplemental
trust
deed dated 24th July, 1995 and made between the same parties as are party
hereto;
|
|
Fixed
Rate Notes
means Notes on which interest is
calculated
at
a fixed rate payable in arrear on such dates as are specified in the relevant
Pricing Supplement;
|
|
Floating
Rate Notes
means Notes on which interest is
calculated
at a floating rate payable at intervals of such period of months as are
specified in the relevant Pricing Supplement;
|
|
Fourth
Effective Date
means 4th July, 2000;
|
|
Group Company means, in relation to N.V. and PLC, those companies required to be consolidated in accordance with Netherlands and United Kingdom legislative requirements relating |
6
to consolidated accounts
and, for the avoidance of doubt, N.V. and PLC together constitute a single
group for the purpose of meeting Netherlands and United Kingdom requirements
for consolidated accounts;
|
|
Guarantors
means N.V., PLC and UNUS and any company which,
pursuant
to Clause 17, has become a Guarantor but excluding any such company which
has ceased to be a Guarantor, and
Guarantor
means any of them;
|
|
Guarantee
means the guarantees contained in these presents
pursuant
to which the Notes issued by (i) N.V. are guaranteed unconditionally and
irrevocably by PLC, (ii) PLC are guaranteed unconditionally and irrevocably
by N.V. and (iii) UCC are guaranteed unconditionally and irrevocably on
a joint and several basis by N.V., PLC and UNUS;
|
|
Instalment
Note
means a Note, the principal amount of
which is
repayable
by instalments;
|
|
Interest
Basis
means the basis on which the relevant
Notes
will
bear interest (which may be a fixed or floating rate or on a zero coupon
or such other basis as may be specified in the relevant Pricing Supplement);
|
|
Issue
Date
means, in respect of any Note, the date
of issue
and
purchase thereof pursuant to, and in accordance with, the Paying Agency
Agreement, being, in the case of any Note in the form of a Permanent Global
Note or a Definitive Note, the same date as the date of issue of the Temporary
Global Note which initially represented such Note;
|
|
Issuers
means, at any time, the Original Issuers and any other
company
which, pursuant to Clause 17, has become an Issuer but excluding any such
company which has ceased to be an Issuer;
|
|
Maturity
Date
means, in respect of any Note, the date
(if any)
on
which it is due to be redeemed in accordance with the provisions of Condition
7;
|
|
month
means calendar month;
|
|
Note
means a note in bearer or registered form (PROVIDED THAT
the
minimum maturity and/or the maximum maturity (as the case may be) shall
comply with all applicable legal and regulatory requirements of the jurisdiction
of the currency in which the relevant Notes are denominated), the actual
maturity (if any) being specified in the relevant Pricing Supplement, issued
or to
|
7
be issued
by any of the Issuers pursuant to the Dealer Agreement and shall be in,
or substantially in, the relevant form set out in the relevant Schedule,
which shall, in the case of Bearer Notes, initially be represented by, and
comprised in, a Temporary Global Note. Any Temporary Global Note may (in
accordance with the terms of such Temporary Global Note) be exchanged for
Definitive Notes or, in the case of a Series comprising both Bearer Notes
and Registered Notes, for Registered Notes in definitive form (in each case
if so specified in the relevant Pricing Supplement) and otherwise for a
Permanent Global Note which, in turn, may (in accordance with the terms
of such Permanent Global Note) be exchanged for Definitive Notes or, in
the case of a Series comprising both Bearer Notes and Registered Notes,
for Registered Notes in definitive form. In the case of any Notes which
comprise Registered Notes, the same shall be represented on their Issue
Date by a Registered Note in the form, or substantially in the form, set
out in the relevant Schedule hereto;
|
||
Noteholders
means the several persons who are for the time
being
Bearer Noteholders and/or Registered Noteholders and the words Holder
and Holders shall (where appropriate) be construed accordingly;
|
||
Notes
in global form
means Notes represented by
a Temporary
Global
Note or a Permanent Global Note;
|
||
Original
Issuers
means N.V., PLC and UCC and
Original
Issuer
means
any of them;
|
||
outstanding
means, in relation to the Notes, all the Notes
other
than:
|
(i) |
those which have been
redeemed in accordance with these presents or the Conditions;
|
||
(ii) | those in respect of which the date for redemption (including, but not limited to, the due date for payment of the final instalment in respect of an Instalment Note) in accordance with the provisions of these presents or the Conditions has occurred and the redemption moneys wherefor (including premium (if any) and all interest in respect thereof) have been duly paid to the Trustee in the manner provided in these presents, or, in the case of Bearer Notes, to the Principal Paying Agent or, in the case of Registered Notes, the relevant Registrar in the manner provided in the Paying Agency Agreement (and, |
8
where
appropriate, notice to that effect has been given to the relative Noteholders
in accordance with Condition 14) and remain available for payment against
presentation of those Notes, Receipts and/or Coupons (as the case may be);
|
|||
(iii) |
Bearer Notes which
have been surrendered and exchanged for Registered Notes;
|
||
(iv) |
those which have become
void under Condition 12;
|
||
(v) |
those which have been
purchased by any of the Issuers, the Guarantors or any Group Company as
provided in Condition 7 and not resold;
|
||
(vi) |
those mutilated or
defaced Notes which have been surrendered and cancelled and in respect of
which replacement Notes have been issued pursuant to Condition 13;
|
||
(vii) |
(for the purpose only
of ascertaining the amount of the Notes outstanding and without prejudice
to the status for any other purpose of the Notes) those Notes which are
alleged to have been lost, stolen or destroyed and in respect of which replacements
have been issued pursuant to Condition 13;
|
||
(viii) |
any Temporary Global
Note to the extent that it has been exchanged for the relative Permanent
Global Note or, as the case may be, the relative Definitive Notes or Registered
Notes in global or definitive form pursuant to its provisions; and
|
||
(ix) |
any Permanent Global
Note to the extent that it has been exchanged for the relative Definitive
Notes or, as the case may be, Registered Notes in global or definitive form
pursuant to its provisions;
|
||
Paying Agency Agreement means the paying agency agreement dated 22nd July, 1994 made between the Issuers, the Guarantors, the various agents and the principal registrar named therein and the Trustee (as amended, restated or supplemented from time to time) and includes any other agreement the terms of which have been previously approved by the Trustee in writing appointing further or other Paying Agents or appointing any other Principal Paying Agent or other Registrars or amending the terms of any such appointment; |
9
Paying
Agents
means the several institutions (including,
where
the
context permits or requires, the Principal Paying Agent) at their respective
specified offices named as such in the Third Schedule or at such other offices
as are notified to the Noteholders in accordance with the Paying Agency
Agreement or such other or further specified paying agents for all or any
Series of Notes, Receipts or Coupons as may from time to time be appointed
in respect thereof by the relevant Issuer and the relevant Guarantor(s)
with the prior approval of the Trustee in writing and (in respect only of
any Series already issued and remaining outstanding at the time of such
appointment) notice of whose appointment is given to the Noteholders of
such Series in accordance with Condition 14;
|
|
Permanent
Global Note
means a global note substantially
in the
form
set out in the Second Schedule with such modifications (if any) as may be
agreed between the relevant Issuer, the relevant Guarantor(s), the Principal
Paying Agent, the Trustee and the relevant Dealer(s), comprising Bearer
Notes of a single Tranche issued or, as the case may require, to be issued
by the relevant Issuer pursuant to the Dealer Agreement or any other agreement
and these presents in exchange for the whole or part of the Temporary Global
Note issued in respect of the Bearer Notes of such Tranche;
|
|
Pricing
Supplement
means, in relation to a Tranche,
a pricing
supplement
duly executed by the relevant Issuer and either previously approved in writing
by the Trustee or in respect of which a Relevant Certificate has been issued
referring in each case to this Trust Deed and specifying the relevant provisions
of such Tranche (including any changes to the Conditions);
|
|
Principal
Paying Agent
means ABN AMRO Bank N.V. at its
office
at
Herengracht 595, 1017 CE, Amsterdam, The Netherlands or such other principal
paying agent for Notes, Receipts and Coupons of all or any Series as may
from time to time be appointed by the relevant Issuer and the relevant Guarantor(s)
with the prior approval of the Trustee in writing and (in respect only of
any Series already issued and remaining outstanding at the time of such
appointment) notice of whose appointment has been given to the Noteholders
of such Series in accordance with Condition 14;
|
|
Principal Registrar means ABN AMRO Bank N.V. at its office at Herengracht 595, 1017 CE, Amsterdam, The Netherlands or such other principal registrar for Registered Notes of all or any Series as may for the time being have been appointed as such by the relevant Issuer and the relevant Guarantor(s) with the prior approval of the Trustee in writing and (in respect only of any |
10
Series already issued
and remaining outstanding at the time of such appointment) notice of whose
appointment has been given to Noteholders of such Series in accordance with
Condition 14;
|
|
Procedures
means the written administrative procedures and
guidelines relating
to the terms of Notes which may be issued and the settlement of issues of
Notes as shall be agreed upon from time to time by the Issuers, the Guarantors,
the Dealers, the Principal Paying Agent, the Principal Registrar and the
Trustee;
|
|
Pro-Forma
Pricing Supplement
has the meaning ascribed
thereto
in
Clause 4(B);
|
|
Receipt
means a receipt for payment of instalments of
principal attached to
an Instalment Note, such Receipt being in, or substantially in, the form
set out in Part E of the Third Schedule hereto or in such form as the relevant
Issuer, the relevant Guarantor(s), the Principal Paying Agent, the Trustee
and the relevant Dealer(s) may agree and includes any replacement Receipt
issued pursuant to Condition 13;
|
|
Registered
Note
means a Note issued or, as the case may
require, to be issued
in registered form by any of the Issuers pursuant to the Dealer Agreement,
such Registered Note being substantially in the form set out in the Fourth
Schedule with such modifications as may be agreed between the relevant Issuer,
the relevant Guarantor(s), the relevant Registrar, the Trustee and the Dealers
which expression shall include, where the context so permits, Registered
Notes accepted for book-entry settlement by DTC;
|
|
Registered
Noteholders
means the several persons in whose
names for the time being
a Registered Note is or Registered Notes are registered;
|
|
Registrar means the registrar specified in the relevant Pricing Supplement after consultation with the Trustee and the Principal Paying Agent or such other registrar for all or any Series of the Registered Notes as may, for the time being, have been appointed as such by the relevant Issuer and the relevant Guarantor(s) with the prior approval of the Trustee in writing and notice of whose appointment has been given to the Registered Noteholders of such Series in accordance with Condition 14 (together the Registrars ); |
11
Relevant Certificate
means
a certificate executed by the relevant Issuer and delivered to the Trustee
which relates to a Pricing Supplement to which the provisions of Clause
4(B) apply;
|
|
Relevant Date
means,
in respect of any payment, the date on which such payment first becomes
due and payable, but if the full amount of the moneys payable has not been
made available to the Trustee or the Principal Paying Agent or the relevant
Registrar, as the case may be, on or prior to such due date, it means the
first date on which, the full amount of such moneys having been so made
available, notice to that effect shall have been duly given to the Holders
of Notes of the relevant Series in accordance with Condition 14;
|
|
Relevant Guarantor(s)
means,
in respect of an issue of Notes (i) by N.V., PLC, (ii) by PLC, N.V. and
(iii) by UCC, N.V., PLC and UNUS;
|
|
repay
shall include
redeem
and vice versa and
repaid,
repayable
and
repayment
and
redeemed,
redeemable
and redemption
shall be construed accordingly;
|
|
Requisite
Currency
means, in relation to any Notes,
the currency in which such Notes are denominated;
|
|
Second
Effective Date
means 13th November, 1997;
|
|
Securities
Act
means the United States Securities Act
of 1933, as amended;
|
|
Series
means all Notes
which are denominated in the same currency and which have the same Maturity
Date (if any or otherwise which are Undated Notes) and Interest Basis (both
as indicated in the relevant Pricing Supplement) and interest payment dates
(if any) and the terms of which (save for the Issue Date, denomination,
issue price and first interest payment (all as indicated in the relevant
Pricing Supplement)) are otherwise identical (including listing) and the
expressions
Notes of the relevant Series, Holders
of Notes of the relevant Series
and kindred
expressions shall be construed
accordingly;
|
|
Sterling
means the
lawful currency for the time being of the United Kingdom;
|
|
stock exchange means the stock exchange or stock exchanges upon which the Notes of any Series are for the time being or are to be listed; |
12
successor in business means, in relation to any Issuer or any Guarantor, any company which, as the result of any amalgamation, merger, reconstruction or transfer, either: |
13
(i) |
owns beneficially the major part of the undertaking, property and assets owned by such Issuer or Guarantor immediately prior thereto; or
|
|
(ii) |
carries on, as successor to such Issuer or Guarantor, the major part of the business carried on by such Issuer or Guarantor immediately prior thereto;
|
Talon means a bearer talon for further Coupons or, as the case may be, Receipts in the form set out in Part D of the Third Schedule and includes any replacement talon issued pursuant to Condition 13;
|
|
Temporary Global Note means a global note substantially in the form set out in the First Schedule with such modifications (if any) as may be agreed between the relevant Issuer, the relevant Guarantor(s), the Principal Paying Agent, the Trustee and the relevant Dealer(s), comprising Bearer Notes of a single Tranche, issued by any of the Issuers pursuant to the Dealer Agreement or any other agreement and these presents;
|
|
Third Effective Date means 11th November, 1998;
|
|
Tranche means all Notes of the same Series with the same Issue Date;
|
|
these presents means this Trust Deed and the Schedules (as from time to time modified in accordance with the provisions herein contained) and includes any deed or other document executed in accordance with the provisions hereof (as from time to time modified as aforesaid) and expressed to be supplemental hereto;
|
|
trust corporation means a corporation entitled by rules made under the Public Trustee Act 1906 to act as a custodian trustee;
|
|
Undated Notes means Notes which are specified in the relevant Pricing Supplement as having no fixed maturity date;
|
|
United States means the United States of America (including the States and the District of Columbia) and its possessions include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands;
|
|
U.S. Person means any person who is a citizen or resident of the United States, a domestic partnership, a domestic corporation or any estate or trust the income of which is subject to United States federal income taxation regardless of its source provided that the term U.S. Person shall not include foreign branches of United States financial institution (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v)) purchasing for their own account or for resale;
|
|
Words denoting the masculine gender only shall include the feminine gender also; and |
14
Words denoting persons only shall include companies, corporations, partnerships and all other legal entities.
|
|||
(B) |
In these presents references to:
|
||
(i) |
any provision of any statute shall be deemed also to refer to any statutory modification or re-enactment thereof or any statutory instrument, order or regulation made thereunder or under such modification or re-enactment;
|
||
(ii) |
principal and/or interest in respect of the Notes shall be deemed also to include references to any additional amounts which may be payable under Condition 9 or under any obligation undertaken pursuant to Clause 6;
|
||
(iii) |
costs, charges or expenses shall include any value added tax or similar tax charged or chargeable in respect thereof; and
|
||
(iv) |
principal in the context of the payment of principal on a Note shall be deemed to include a reference to the redemption amount (if any) payable on such Note.
|
||
(C) |
References in this Trust Deed to Schedules, Clauses, subclauses, paragraphs and sub-paragraphs shall be construed as references to the Schedules to this Trust Deed and to the Clauses, sub-clauses, paragraphs and sub-paragraphs of this Trust Deed respectively.
|
||
(D) |
Unless the context otherwise requires, words and expressions contained in these presents shall bear the same meanings as in the Companies Acts 1985 and 1989.
|
||
(E) |
The headings are inserted herein only for convenience and shall not affect the construction hereof.
|
||
2. |
Amount of the Notes
|
||
(A) |
THE Notes will be issued in Series in an aggregate principal amount from time to time outstanding which shall not exceed U.S.$15,000,000,000 or such greater amount as shall be established pursuant to sub-clause (B) of this Clause, and for this purpose:
|
||
(i) | each Note denominated in a currency other than U.S. dollars shall be converted into U.S. dollars using the spot rate of exchange for the purchase of the relevant currency against payment of U.S. dollars being quoted by the Principal Paying Agent on the date on which the agreement for the issuance of such Notes was made; |
15
(ii) |
the principal amount of each Note with a zero coupon and other Notes issued at a discount shall be the net proceeds receivable by the relevant Issuer for the particular Tranche pursuant to the Dealer Agreement; and
|
||
(iii) |
the currency in which any Notes are payable, if different from the currency of their denomination, shall be disregarded,
|
||
and otherwise, subject to these presents, subject to such provisions and on such terms and conditions and at such time or times as the relevant Issuer and the relevant Guarantor(s) shall determine and the Trustee shall not be responsible for such conversion or the receipt or application of the proceeds of issue by the relevant Issuer.
|
(B) |
The amount specified in sub-clause (A) of this Clause may be increased from time to time by a Deed expressed to be supplemental hereto executed by the Issuers, the Guarantors and the Trustee substantially in the form set out in the Sixth Schedule.
|
||
3. |
Covenant to repay and to pay interest
|
||
(A) |
EACH Issuer (in respect of Notes issued by it) covenants with the Trustee that it will, as and when the Notes of any Series or any of them become due to be redeemed or any principal or redemption amount on the Notes of any Series or any of them becomes due to be repaid in accordance with the Conditions, unconditionally pay or procure to be paid to, or to the order of, the Trustee in immediately available funds and/or same day funds, as the case may be, in the relevant currency the principal amount (or instalment thereof) or, as the case may be, redemption amount of the Notes of such Series becoming due for redemption or repayment on that date and, (where such Notes bear interest) shall (subject to the provisions of the Conditions) until such payment (as well after as before any judgment or other order of any court of competent jurisdiction) is duly made, unconditionally pay or procure to be paid to or to the order of the Trustee as aforesaid on the dates provided for in the Conditions interest on the principal amount (or such other amount as may be specified in the relevant Pricing Supplement) (or, in the case of Instalment Notes, on each instalment of principal) of the Notes of such Series outstanding from time to time in the relevant currency at the rate calculated from time to time in accordance with, and at the times, provided in the Conditions; PROVIDED THAT:
|
||
(i) | every payment of principal, redemption amount or interest in respect of such Notes made to or to the order of the |
16
Principal Paying Agent or, as the case may be, to the relevant Registrar in the manner provided in the Paying Agency Agreement shall be in satisfaction pro tanto of the relevant covenant by such Issuer contained in this Clause and shall be deemed for the purposes of this Clause to have been paid to the order of the Trustee except to the extent that there is default in the subsequent payment thereof to the Holders of the Notes, Receipts and/or Coupons of such Series (as the case may be) in accordance with the Conditions in which event interest will again commence to accrue from the date of such default until the date upon which payment is duly made in accordance with this Clause;
|
|||
(ii) |
in the case of any payment of principal, redemption amount or interest in respect of the Notes of such Series made after the due date, payment shall be deemed not to have been made until the full amount due has been received by the Trustee or the Principal Paying Agent or the relevant Registrar (as the case may be) and, unless the Trustee otherwise agrees, notice to that effect has been given to the Holders of Notes of such Series in accordance with Condition 14;
|
||
(iii) |
in any case where interest on the Notes of such Series falls to be paid in respect of a period of less than a full year interest will be calculated on the basis of 360 days (or 365 days, or 366 days in the case of an Interest Period falling in a leap year, in respect of (i) Fixed Rate Notes of which euro is the Requisite Currency or (ii) Floating Rate Notes of which Sterling is the Requisite Currency) and the actual number of days elapsed or on such other basis as may be specified in the Conditions or in the relevant Pricing Supplement; and
|
||
(iv) | in any case where payment of the whole or any part of the principal amount (or instalment thereof) or redemption amount due in respect of any Note of such Series is improperly withheld or refused upon due presentation of such Note, interest shall accrue at the rate aforesaid on the whole or such part of the principal amount (or instalment thereof) or redemption amount (as the case may be) from the date of such withholding or refusal until the date on which notice is given to the Holders of Notes of such Series either in accordance with Condition 14 or individually that the full amount payable in respect of the amount of principal (or instalment thereof) or redemption amount in the relevant currency has been paid to the Principal Paying Agent or, as the case may be, the relevant Registrar and the relevant Issuer covenants that |
17
it shall unconditionally pay the interest so accrued to or to the order of the Trustee as aforesaid.
|
||||
(B) |
Each Issuer may, from time to time without the consent of the Noteholders of any Series, create and issue further notes, bonds or debentures having the same terms and conditions as the Notes of such Series ranking pari passu in all respects (or in all respects except for the first payment of interest, if any, on them and/or the denomination thereof) so as to form a single series with any previously existing Series of Notes.
|
|||
(C) |
At any time after an Event of Default shall have occurred in respect of the Notes of any Series, the Trustee may:
|
|||
(i) |
by notice in writing to the relevant Issuer, the relevant Guarantor(s), the Principal Paying Agent, the other Paying Agents, the relevant Registrar and the relevant Calculation Agent require the Principal Paying Agent, the other Paying Agents, the relevant Registrar and the relevant Calculation Agent or any of them:
|
|||
(a) |
to act thereafter as Principal Paying Agent, Paying Agents, relevant Registrar and relevant Calculation Agent respectively of the Trustee in relation to payments to be made by or on behalf of the Trustee under the terms of these presents and on the terms provided in the Paying Agency Agreement or, as the case may be, the relevant Calculation Agency Agreement mutatis mutandis in relation to such Notes (save that the Trustees liability under any provisions thereof for the indemnification of the Paying Agents, the Registrar or any Calculation Agent shall be limited to amounts for the time being held by the Trustee on the terms of these presents in relation to such Notes which are available to the Trustee for such purpose) and thereafter to hold all such Notes and the relative Receipts and Coupons (if any) and all sums, documents and records held by them in respect of such Note and Coupons (if any) on behalf of the Trustee; and/or
|
|||
(b) | to deliver up all Notes, Receipts and Coupons (if any) of such Series and all sums, documents and records held by them in respect of such Notes and Coupons to the Trustee or as the Trustee shall direct in such notice PROVIDED THAT such notice shall be deemed not to apply to any document or record which the relative Paying Agent, relevant Registrar or relevant Calculation Agent is obliged not to release by any law or regulation; and |
18
(ii) |
by notice in writing to the relevant Issuer and the relevant Guarantor(s) require each of them to make all subsequent payments in respect of the Notes, Receipts and Coupons of the relevant Series to or to the order of the Trustee and not to the Principal Paying Agent, the relevant Registrar or relevant Calculation Agent (as the case may be) and, with effect from the issue of any such notice until such notice is withdrawn, proviso (i) to subclause (A) of this Clause shall cease to have effect.
|
||
(D) |
If any Series of Floating Rate Notes becomes immediately due and repayable pursuant to Condition 10, the rate of interest and interest amounts in respect of them shall continue to be calculated in accordance with the Conditions until all such Floating Rate Notes of such Series shall have been repaid, except that the rates of interest and interest amounts need not be notified in accordance with the Conditions.
|
||
(E) |
All payments in respect of, under and in connection with these presents and the Notes, Receipts and Coupons of any Series shall be made to the relevant Noteholders, Receiptholders and Couponholders in the relevant currency as specified in the applicable Pricing Supplement.
|
||
(F) |
The Notes of each Series shall form a separate Series and accordingly, unless for any purpose the Trustee at its absolute discretion shall otherwise determine, all the provisions of these presents shall apply separately to the Notes of each Series and, in these presents, the expressions Notes, Noteholders, Receipts, Receiptholders , Coupons, and Couponholders and, in each case, kindred expressions shall be construed accordingly.
|
||
4. |
Issue and constitution of Notes
|
||
(A) |
BY not later than
the close of business (London time) on the third (or, where the copy of
the relevant Pricing Supplement referred to in paragraph (i) is a Pro-Forma
Pricing Supplement and is accompanied by the Relevant Certificate, the
second) day (excluding Saturdays, Sundays and bank holidays) on which
banks are open for business in the City of London preceding each proposed
Issue Date, the relevant Issuer shall:
|
||
(i) |
procure that the Trustee receives a copy of the relevant Pricing Supplement; and
|
||
(ii) | deliver to the Trustee a certificate signed (where either N.V. or PLC is the Issuer) by a director of N.V. or PLC, as the case may be, or some other person duly authorised in that behalf or (where UCC is the Issuer) by the |
19
President,
any Vice-President, the Secretary or the Treasurer of UCC or some other
person duly authorised in that behalf certifying to the best of the knowledge
and belief of the giver of the certificate having made all reasonable enquiries
the absence of any event listed in Condition 10 (whether or not applicable
to the Notes of such Tranche) or any event which, with the lapse of time
and/or the giving of notice and/or the issue of a certificate would constitute
an Event of Default and compliance with the Programme Limit. The relevant
Issuer shall also procure that there is delivered to the Trustee an executed
copy of the relevant Pricing Supplement prior to the Issue Date in the case
where the copy of such Pricing Supplement referred to in (i) above was unexecuted.
|
||||
Forthwith
upon either the approval (or deemed approval) by the Trustee of the relevant
Pricing Supplement or the receipt by the Trustee of the Relevant Certificate
and the issue of, and full payment for, the relevant Temporary Global Note(s),
or, as the case may be, the relevant Registered Notes, the Notes of the
Tranche to which it or they relate(s) shall become constituted by these
presents without further formality. The Trustee shall, in respect of any
Pricing Supplement which is not a Pro-Forma Pricing Supplement in respect
of which a Relevant Certificate has been delivered, determine, within 24
hours (or such shorter period as the Trustee and the relevant Issuer may
agree) from the time of receipt by the Trustee of such Pricing Supplement
(PROVIDED THAT such receipt must occur on a Business Day (as defined in
Condition 8C(2)), whether or not to approve such Pricing Supplement and
shall forthwith give notice of its determination to the relevant Issuer
and relevant Guarantor(s). In the event that the Trustee fails within such
24 hour or other agreed period to give notice thereof to the relevant Issuer
and relevant Guarantor(s), the Trustee shall be deemed to have approved
such Pricing Supplement immediately after the end of the relevant period.
A period of 24 hours for the purposes of this Clause 4(A) shall commence
from the time on the Business Day of receipt of the Trustee of the relevant
Pricing Supplement and shall end at the same time on the next succeeding
Business Day.
|
||||
(B) | The Issuers, the Guarantors and the Trustee may, from time to time, agree in writing the form and substance of any of the Pricing Supplements (the Pro-forma Pricing Supplements ) which the relevant Issuer and relevant Guarantor(s) may, from time to time, use in respect of any issue of Notes to be constituted pursuant to these presents. In the event that any Issuer and Guarantor(s) resolve to issue a Pricing Supplement the terms of which are in compliance with the terms of any Pro-Forma Pricing |
20
Supplement,
then such Issuer shall, certify in a Relevant Certificate to the Trustee
that the terms of the relevant Pricing Supplement are in compliance with
the terms of any Pro-Forma Pricing Settlement whereupon such Pricing Supplement
shall be deemed to be approved by the Trustee for the purposes of these
presents. Such Relevant Certificate shall (except in the case of manifest
error) be conclusive and binding in respect of the facts therein stated
and the Trustee and the Noteholders may rely absolutely thereon. Notwithstanding
the generality of the foregoing, the Trustee may, from time to time, by
notice in writing to the Issuers and the Guarantors declare that any Pro-Forma
Pricing Supplement shall cease to be treated as a Pro-Forma Pricing Supplement
and forthwith on and from the giving of such notice such Pro-Forma Pricing
Supplement shall no longer be treated as such and any declaration so made
by the Trustee shall be binding for all purposes on the Issuers and the
Guarantors.
|
||||
(C) |
None of
the Issuers shall be entitled to, and each Issuer hereby covenants with
the Trustee that it will not, issue any Notes pursuant to these presents
unless the appropriate Guarantee applies to such Notes.
|
|||
(D) |
Each of
the Issuers and the Guarantors shall procure that legal opinions shall be
delivered to the Trustee in any of the following circumstances:
|
|||
(i) |
on such
occasions as the Trustee so requests after consultation with the relevant
Issuers and the relevant Guarantors, on the occurrence of either a change
or a proposed change in any applicable law or regulation (or interpretation
thereof) affecting any of the Issuers, the Guarantors, the Notes, or these
presents or on the Trustee having any other reasonable grounds; and
|
|||
(ii) |
on any
occasion on which the Dealers receive any legal opinion in accordance with
the Dealer Agreement.
|
|||
If, notwithstanding
the preceding provisions of this Clause 4, the Trustee is not satisfied
with any legal opinion delivered to it pursuant to this Clause 4(D) (not
being a legal opinion substantially in the form of the legal opinion delivered
to the Trustee on the date hereof) the Trustee shall thereafter be entitled
not to approve any new Pricing Supplement in respect of which such legal
opinion may, at any time, relate or be connected in any way whatsoever.
|
||||
5. |
Forms
and issue of the Notes
|
|||
(A) | THE Bearer Notes of each Tranche will be represented on issue by a Temporary Global Note. Each Temporary Global Note shall be |
21
exchangeable, in accordance
with its terms, for a Permanent Global Note or Definitive Notes having,
if so specified in the relevant Pricing Supplement, Receipts or (as the
case may be) Coupons attached and/or (in the case of a Series comprising
both Bearer and Registered Notes) Registered Notes in global or definitive
form all as set out in such Temporary Global Note. Each Permanent Global
Note shall be exchangeable, in accordance with its terms, for Definitive
Notes having, if so specified in the relevant Pricing Supplement, Receipts
or (as the case may be) Coupons attached and (in the case of a Series comprising
both Bearer and Registered Notes) Registered Notes in global or definitive
form all as set out in such Permanent Global Note. All Notes in global form
shall be signed manually on behalf of the relevant Issuer (where N.V. or
PLC is the Issuer) by a director of N.V. or PLC or, as the case may be,
some other person duly authorised in that behalf or (where UCC is the Issuer)
by the President, any Vice-President, the Secretary or the Treasurer of
UCC, any duly authorised attorney or some other person duly authorised in
that behalf and may be a master Note in global form supplied by the relevant
Issuer under the provisions of the Paying Agency Agreement and authenticated
by the Principal Paying Agent and delivered to a bank depositary common
to Euroclear and Clearstream, Luxembourg or any other relevant clearing
system in accordance with the provisions of the Paying Agency Agreement.
All Definitive Notes shall, unless otherwise specified in the relevant Pricing
Supplement, be security printed in accordance with any applicable regulatory
requirements from time to time (and those Notes which are listed on any
stock exchange shall be security printed in accordance with the requirements
of the applicable stock exchange and any other applicable regulatory requirements
from time to time), shall be serially numbered and shall, if interest bearing,
have attached thereto Coupons or, if so specified in the relevant Pricing
Supplement, have endorsed thereon a grid for recording the payment of interest
and shall, in the case of Instalment Notes, have attached thereto Receipts.
The Notes in global form, the Definitive Notes and the relative Receipts,
and Coupons (if any) shall be in bearer form and shall have the Conditions
endorsed thereon, attached thereto or incorporated by reference therein.
Title to the Notes in global form, the Definitive Notes and the relative
Receipts and Coupons shall pass by delivery.
|
(B) |
The Registered
Notes of each Series will, subject to the provisions of Clause 5(A), at
all times be represented by Registered Notes PROVIDED THAT on the exchange
of a Note in global form for Registered Notes, such series of Registered
Notes shall at all times thereafter be represented by Registered Notes.
All Registered Notes shall be prepared, completed and delivered in accordance
with the delivery instructions of the
|
22
relevant Dealers.
All Registered Notes shall be printed in accordance with the requirements
of the Stock Exchange and any other regulatory requirements from time to
time and have endorsed thereon, attached thereto or incorporated by reference
therein the Conditions. The Registered Notes shall be in registered form
and shall be serially numbered. Title to the Registered Notes shall pass
in accordance with Condition 5 and the provisions of the Paying Agency Agreement.
|
(C) |
The Definitive
Notes, the Receipts and the Coupons and the Registered Notes shall be signed
manually or in facsimile (where N.V. or PLC is the Issuer) by a director
of N.V. or PLC, as the case may be, or some other person duly authorised
in that behalf or (where UCC is the Issuer) by the President, any Vice-President,
the Secretary or the Treasurer of UCC, any duly authorised attorney or some
other person duly authorised in that behalf. Any Issuer may use on any Definitive
Note, Registered Note or any Receipt or Coupon facsimile signatures of each
of the authorised signatories of the relevant Issuer set out in this sub-clause
notwithstanding the fact that when such Definitive Note, Registered Note,
Receipt or Coupon shall be issued any such person shall have ceased to hold
such office. The Definitive Notes, Registered Notes, Receipts or Coupons
so executed (and in the case of the Definitive Notes or Registered Notes
authenticated) and issued shall be valid and binding obligations of the
relevant Issuer. The master Temporary Global Note and the master Permanent
Global Note for an Issuer shall be signed manually by or on behalf of such
Issuer in accordance with Clause 5(A). Any Issuer may adopt and use the
signature of any person who, at the date of signing a master Temporary Global
Note or master Permanent Global Note, is authorised to sign on behalf of
the relevant Issuer for such purpose notwithstanding that such person may
have ceased to hold such office at the time of the creation and issue of
the relevant Tranche or the issue and delivery of the relevant Notes.
|
|
(D) |
The relevant
Issuer shall procure that, prior to their issue and delivery, the Notes
in global form and the Definitive Notes shall be authenticated manually
by an authorised signatory on behalf of the Principal Paying Agent and the
Registered Notes shall be authenticated manually by an authorised signatory
on behalf of the relevant Registrar. Notes in global form, Definitive Notes
and Registered Notes, as the case may be, shall not be valid for any purpose
unless and until so authenticated and any Receipts or Coupons appertaining
to the relevant Definitive Notes shall not be valid for any purpose unless
and until the Definitive Notes to which they appertain shall have been authenticated
but, subject thereto, Notes in global form, Definitive Notes, Registered
Notes and, as the case may be,
|
23
Receipts or Coupons so executed shall be binding and valid obligations of the relevant Issuer.
|
6.
|
Stamp
Duties
|
|
(A) |
THE relevant
Issuer will pay all stamp duties and other similar duties or taxes (if any)
payable in The Netherlands, the United Kingdom or the United States on (i)
the constitution and issue of the Notes, the Receipts and/or the Coupons
(ii) the initial delivery of the Notes. The Issuers will pay all stamp duties
and other similar duties or taxes (if any) payable in the aforesaid countries
on the execution of these presents. If in consequence of an Event of Default
the Trustee (or any Noteholder, Receiptholder or Couponholder where permitted
under these presents so to do) shall take any proceedings against the relevant
Issuer or the relevant Guarantor(s) and/or any proceedings to wind up the
relevant Issuer or the relevant Guarantor(s) in The Netherlands and/or the
United Kingdom and/or the United States and if for the purposes of any such
proceedings these presents or any Notes, Receipts or Coupons are taken into
such jurisdiction and any stamp duties or other duties or taxes become payable
thereon in any such jurisdiction, the relevant Issuer will pay (or reimburse
the person making payment of) such stamp duties or other duties or taxes.
|
|
(B)
|
Covenant
to give substitute tax undertaking
If the relevant Issuer or the relevant Guarantor(s) shall become subject generally to the taxing jurisdiction of any territory other than or in addition to The Netherlands in the case of N.V., the United Kingdom in the case of PLC or the United States or any political sub-division thereof in the case of UCC or UNUS, or any authority in such other territory having power to tax, then the relevant Issuer or the relevant Guarantor(s) (as the case may be) shall (unless the Trustee shall otherwise agree), but only if by virtue of becoming so subject it shall be necessary in order that the net amounts received by the Holder of any Note or, as the case may be, Receipt or Coupon after withholding or deduction for or on account of taxes or duties imposed or levied by or on behalf of such territory or authority, shall equal the respective amounts of principal or redemption amount and/or interest as would have been receivable in respect of the Notes or, as the case may be, Receipts or Coupons in the absence of such withholding or deduction, give to the Trustee an undertaking or covenant in form and manner reasonably satisfactory to the Trustee in terms corresponding to the terms of Condition 9 with the substitution for, or (as the case may require) the addition to, the references therein to The Netherlands, the United Kingdom or the United States or any authority in The Netherlands, the United Kingdom or the United |
24
States having power
to tax of references to that other or additional territory or any authority
therein having power to tax to whose taxing jurisdiction the relevant Issuer
or, as the case may be, the relevant Guarantor(s) shall have become subject
as aforesaid and in such event the provisions of these presents shall be
read accordingly.
|
||
7. |
Covenant
to observe provisions of the Trust Deed and Schedules
|
|
(A) |
EACH of the Issuers
and each of the Guarantors hereby covenants with the Trustee to comply with
those provisions of these presents which are expressed to be binding on
each of them and to perform and observe the same. The Notes, the Receipts
and the Coupons shall be held subject to the provisions contained in these
presents, all of which shall be binding upon each of the Issuers, the Guarantors,
the Noteholders, the Receiptholders and the Couponholders and all persons
claiming through or under them respectively. The issue of any Series of
Notes shall constitute confirmation of the fact that the Notes of such Series
carry the benefit of the Guarantee.
|
|
(B) |
The provisions
contained in the Schedules shall have full effect in the like manner as
if the same had been incorporated herein.
|
|
8. |
Guarantee
|
(A) | (i) |
N.V.,
in respect of any Notes issued by PLC;
|
|
(ii) |
PLC, in
respect of any Notes issued by N.V.; and
|
||
(iii) |
each
of N.V., PLC and UNUS, jointly and severally, in respect of any Notes issued
by UCC,
|
||
hereby
irrevocably and unconditionally guarantee(s) to the Trustee the due and
punctual payment by the relevant Issuer of any moneys payable from time
to time by the relevant Issuer in respect of the Notes, the Receipts and
the Coupons and under or pursuant to these presents, as the case may be,
in the manner hereinafter provided, namely:
|
|||
(i) | if and whenever the relevant Issuer shall make default in the payment of any moneys payable by the relevant Issuer in respect of the Notes, the Receipts or the Coupons or under or pursuant to these presents, as the case may be, the relevant Guarantor(s) shall forthwith upon written demand therefor made by the Trustee unconditionally pay to or to the order of the Trustee in the relevant currency the amount in respect of which such default has been made and any payment so made shall pro tanto cure such default by the relevant Issuer PROVIDED THAT every payment of such |
25
moneys as aforesaid
made by the relevant Guarantor(s) to the Noteholders, the Receiptholders
and/or the Couponholders, as the case may be, or to, or to the order of,
the Principal Paying Agent or the relevant Registrar in the manner provided
in the Paying Agency Agreement shall be satisfaction
pro tanto
of
the covenants by the Guarantor(s) in this Clause contained (and shall be
deemed for the purposes of this Clause to have been paid to or to the order
of the Trustee) except, in the case of payment to or to the order of the
Principal Paying Agent or the relevant Registrar as aforesaid, to the extent
that there is default in the subsequent payment thereof to the Noteholders,
the Receiptholders or the Couponholders, as the case may be, in accordance
with the Conditions. The provisions of Condition 9 shall apply with respect
to payments by any of the Guarantors made hereunder;
|
|||
(ii) |
without prejudice
to the provisions of paragraph (i) of this sub-clause (A), each of the Guarantors
shall, as between the Trustee and itself, be liable as if it were the principal
debtor and not merely a surety and none of the Guarantors shall be exonerated
or discharged from liability under the Guarantee by time being given to
the relevant Issuer or the relevant Guarantor(s) or any of them by the Trustee
or by the Noteholders, Receiptholders or Couponholders or any of them, by
any other indulgence or concession to the relevant Issuer granted by the
Trustee or by the Noteholders, Receiptholders or Couponholders or any of
them or by anything done by the Trustee in exercise of any of the trusts,
powers, authorities or discretions vested in it by these presents or by
anything which the Noteholders, Receiptholders or Couponholders or the Trustee
or any of them may omit or neglect to do or by any other dealing or thing
which, but for this provision, might operate to exonerate or discharge any
of the relevant Guarantor(s) from their covenants herein contained or by
the illegality, invalidity or unenforceability of or any defect in the provisions
of any Note, Receipt or Coupon or these presents or any of the relevant
Issuers obligations thereunder or hereunder;
|
||
(iii) |
the Guarantee is to
be a continuing guarantee and accordingly shall remain in operation until
all moneys owing in respect of the Notes, the Receipts and the Coupons and
under these presents have been paid or satisfied and is in addition to and
not in substitution for any other rights which the Trustee or the Noteholders,
Receiptholders or Couponholders or any of them may have under or by virtue
of these presents and may be enforced
|
26
without
first having recourse to any such rights and without taking any steps or
proceedings against the relevant Issuer. In particular, the Guarantee may
be enforced on each and every occasion on which default is made by the relevant
Issuer in payment notwithstanding that any call under this Guarantee may
have been made previously by the Trustee or that any proceedings may have
been commenced against any of the relevant Guarantor(s) in respect of sums
already due under the Guarantee;
|
|||
|
(iv) |
the Trustee
may from time to time make any arrangement or compromise with the relevant
Guarantor(s) or any of them in relation to the Guarantee which the Trustee
may think fit;
|
|
|
(v) |
the relevant
Guarantor(s) or any of them shall not, without the consent of the Trustee,
at any time after default has been made by the relevant Issuer in the payment
of any moneys payable by the relevant Issuer in respect of the Notes, the
Receipts or the Coupons or under or pursuant to these presents and so long
as any moneys payable by the relevant Guarantor(s) in respect of such defaulted
moneys remain unpaid, exercise in respect of any amounts paid under the
Guarantee any right of subrogation or any other right or remedy which may
accrue to the relevant Guarantor(s) in respect of or as a result of such
payment; and
|
|
(vi) |
if any
payment received by the Trustee or any Noteholder, Receiptholder or Couponholder
pursuant to the provisions of these presents shall, on the subsequent bankruptcy
or insolvency of the relevant Issuer or the relevant Guarantor(s) or any
of them, be avoided under any laws relating to bankruptcy or insolvency,
such payment shall not be considered as having discharged or diminished
the liability of the relevant Guarantor(s) or any of them, and the Guarantee
shall continue to apply as if such payment had at all times remained owing
by the relevant Issuer and the relevant Guarantor(s) shall indemnify the
Trustee and the Noteholders, Receiptholders and Couponholders, as the case
may be, in respect thereof.
|
||
(B) |
If
any moneys shall become payable by any of the Guarantors under the Guarantee,
the relevant Issuer shall not, without the consent of the Trustee, so long
as such moneys remain unpaid, pay any moneys for the time being due by the
relevant Issuer to any of the Guarantors.
|
||
(C) |
In
this Clause 8, the expression
relevant
Issuer
shall mean the Issuer in respect of
which the relevant Guarantor(s) has or,
|
27
as the
case may be, have given its or, as the case may be, their Guarantee.
|
||||
9.
|
Application
of moneys received by the Trustee
|
|||
(A) |
THE
Trustee shall apply all moneys received by it under these presents in respect
of the Notes of any Series:
|
|||
(i)
|
first,
in payment or satisfaction of the reasonable costs, charges, expenses and
liabilities incurred by the Trustee in or about the preparation and execution
of, or in carrying out the terms of, or enforcing the trusts of these presents
(including remuneration of the Trustee);
|
|||
(ii)
|
secondly,
in or towards payment
pari
passu
and rateably of all arrears of interest remaining
unpaid in respect of the Notes of the relevant Series and all principal
moneys, redemption amounts and premium (if any) due on or in respect of
such Notes; PROVIDED THAT where Notes of more than one Series have become
so due and payable, such moneys shall be applied as between the amounts
outstanding in respect of the different Series
pari
passu
and rateably (except where such moneys are
paid in respect of a specific Series or several specific Series, in which
event such moneys shall be applied solely to the amounts outstanding in
respect of that Series or those Series respectively); and
|
|||
(iii)
|
thirdly,
in payment of the balance (if any) to the relevant Issuer or, in the event
that any moneys were received from the relevant Guarantor(s), to the extent
of such moneys, to the relevant Guarantor(s) (provided that where any Series
of Notes is guaranteed on a joint and several basis by more than one Guarantor,
the Trustee shall not have regard as to how any such moneys are apportioned
between the Guarantors).
|
|||
Without
prejudice to the provisions of this Clause, if the Trustee shall hold any
moneys which represent principal, redemption amount, premium or interest
in respect of Notes, Receipts or Coupons which have become void under Condition
12, the Trustee shall (subject to no sums being then overdue to the Trustee
in respect of any Notes, Receipts or Coupons of any Series and to the payment
or provision for the payment or satisfaction of the said costs, charges,
expenses and liabilities, including the remuneration of the Trustee) pay
the same forthwith to the relevant Issuer (without prejudice to any question
as to how such surplus should be dealt with as between the relevant Issuer
and any other person for the time being entitled thereto in priority to
the relevant Issuer).
|
28
(B)
|
If more
than one Series of Notes has become due and payable, the Trustee shall apportion
between the relevant Noteholders the payment of the costs, charges, expenses
and liabilities referred to in paragraph (i) of sub-clause (A) of this Clause
out of moneys received and held upon trust by the Trustee as aforesaid,
in such manner and in such amounts as it shall, in its absolute discretion,
consider appropriate.
|
|
(C)
|
The Trustee
shall give not less than 14 days notice to Noteholders in accordance
with the Conditions of the day fixed for any payment to the Noteholders
under this Clause 9.
|
|
10.
|
Power
to retain and invest less than 10 per cent.
IF the amount of the moneys at any time available for payment in respect of the Notes of any Series under Clause 9 shall be less than one tenth of the principal amount of the Notes of such Series then repayable, the Trustee may, at its discretion, invest such moneys upon some or one of the investments hereinafter authorised with power from time to time, at the like discretion, to vary such investments; and such investment with the resulting income thereof may be accumulated until the accumulations together with any other funds for the time being under the control of the Trustee and applicable for the purpose shall amount to a sum sufficient to pay at least one tenth of the principal amount of the Notes of such Series then repayable and such accumulation and funds shall then be applied in the manner aforesaid. |
|
11.
|
Authorised
investments
ANY moneys which under the trusts herein contained ought to, or may be, invested by the Trustee may be invested in the name or under the control of the Trustee in any of the investments for the time being authorised by English law for the investment by trustees of trust moneys or in any other investments, whether similar to those aforesaid or not, which may be selected by the Trustee or by placing the same on deposit in the name or under the control of the Trustee with such bank or other financial institution as the Trustee may think fit and in such currency as the Trustee may think fit (in the case of any currency other than the Requisite Currency), with the approval of the relevant Issuer (such approval not to be unreasonably withheld) and the Trustee may at any time vary or transfer any of such investments for or into other such investments, subject to the proviso in Clause 22, neither it nor the relevant Issuer nor the relevant Guarantor(s) shall be responsible for any loss occasioned by reason of any such investments or such deposit whether by depreciation in value, fluctuation in exchange rates or otherwise. |
29
12.
|
Indemnification
of the Trustee upon enforcement
|
|||
(A)
|
THE
Trustee shall not be bound to take any steps to enforce the performance
of any of the provisions of these presents, the Notes, the Receipts or the
Coupons unless (i) it shall have been directed to do so by an Extraordinary
Resolution or so requested in writing by the Holders of at least one-fourth
in principal amount of the Notes of the relevant Series then outstanding
and
(ii)
it
shall have been indemnified to its satisfaction against all liabilities,
proceedings, claims and demands to which it may thereby become liable and
all costs, charges and expenses which may be incurred by it in connection
therewith.
|
|||
(B)
|
Should
the Trustee take any proceedings against any Issuer and/or any Guarantor:
|
|||
|
(i) |
proof
therein that as regards any specified Note of a particular Series, default
has been made in paying any principal, redemption amount, premium and/or,
where the same is not paid against presentation of a Note in global form
or, as the case may be, a Coupon, interest due in respect of such Note shall
(unless the contrary be proved) be sufficient evidence that like default
has been made as regards all other Notes of such Series in respect of which
a corresponding payment is then due; and
|
||
|
(ii) |
proof
therein that as regards any specified Coupon appertaining to a Note of a
particular Series, default has been made in paying any interest due to the
relevant Couponholders shall (unless the contrary be proved) be sufficient
evidence that like default has been made as regards all other Coupons appertaining
to the Notes of such Series in respect of which a corresponding payment
is then due.
|
||
13.
|
Payment
to Noteholders, Receiptholders and Couponholders
ANY payment to be made in respect of the Notes of any Series or the Receipts or the Coupons appertaining thereto by the relevant Issuer or relevant Guarantor(s) or the Trustee may be made in the manner provided in the Conditions and any payment so made shall be a good discharge, pro tanto , to such Issuer, or, as the case may be, such Guarantor or the Trustee. Any payment in full of interest made in respect of a Coupon shall extinguish any claim of a Noteholder which may arise directly or indirectly in respect of such interest. |
|||
14.
|
Production
of Notes, Receipts and Coupons
UPON any payment to Noteholders, Receiptholders or Couponholders under Condition 8 the Note, Receipt or Coupon in respect of which such |
30
payment
is made shall, if the Trustee so requires, be produced to the Trustee, or
the Paying Agent or, as the case may be, the relevant Registrar by or through
whom such payment is made and the Trustee shall, in the case of part payment,
enface or cause such Paying Agent or, as the case may be, Registrar to enface
a memorandum of the amount and date of payment on such Note, Receipt or
Coupon or, in the case of payment in full, shall cancel or procure the same
to be cancelled and shall certify or procure the certification of such cancellation
but such Paying Agent or, as the case may be, Registrar may, in any particular
case, dispense with the production and enfacement of a Note, Receipt or
Coupon upon such indemnity being given as it shall reasonably think sufficient.
|
|||
15. |
Covenants
by the Issuers and the Guarantors
|
||
|
EACH
of the Issuers and the Guarantors (other than, in the case of (b), (c),
(e), (s) and (t) below, UNUS) hereby covenants with the Trustee that, so
long as any of the Notes issued or guaranteed by it remains outstanding,
it shall:
|
||
(a) |
at
all times maintain, while any Bearer Notes are outstanding, a Paying Agent
and, at all times maintain, while any Registered Notes are outstanding,
a relevant Registrar (in each case in accordance with the Conditions) and
at all times maintain any other agents (including but not limited to any
Calculation Agent) required by the Conditions relating to any outstanding
Notes all in accordance with the Conditions;
|
||
(b) |
ensure
that, in the event the conclusions of the ECOFIN Council meeting of 26th
to 27th November, 2000 are implemented, they maintain a paying agent in
a European Union member state that will not be obliged to withhold or deduct
tax pursuant to any European Union Directive on the taxation of savings
implementing such conclusions;
|
||
(c) |
upon becoming aware of the same, give notice in writing to the Trustee of
the occurrence of any Event of Default in relation to it or any event which,
with the lapse of time and/or the giving of notice and/or the issue of a
certificate would constitute an Event of Default in relation to it;
|
||
(d) |
within
14 days of any written request by the Trustee and at least once in every
year (if practicable at the same time as copies of the balance sheet and
accounts mentioned under paragraph (e) below are sent) deliver to the Trustee
(in the case of N.V. and PLC) a certificate signed by a director of N.V.
or PLC, as the case may be, or some other person duly authorised in that
behalf and (in the case of
|
31
UCC)
a certificate signed by the President, any Vice-President, the Secretary
or the Treasurer of UCC or some other person duly authorised in that behalf
to the effect that to the best of the knowledge, information and belief
of such person having made all reasonable enquiries:
|
||||
(i)
|
there
did not exist as at a date not more than five days prior to the date of
the certificate nor had there existed at any other time prior thereto since
the date hereof or since the date as of which the last such certificate
was given any Event of Default or any event which, with the lapse of time
and/or the giving of notice and/or the issue of a certificate would constitute
an Event of Default or, if such an Event of Default or event did then exist
or had existed, specifying the same; and
|
|||
(ii)
|
during
the preceding financial year (or during such period as the Trustee may specify
in such request) and since the completion thereof up to the date mentioned
in (i) above each of the Issuers and the Guarantors complied in all material
respects with its obligations contained in these presents or, if such is
not the case, specifying the respects in which it has not so complied;
|
|||
(e)
|
so
far as permitted by law, at all times give to the Trustee such other information
as it shall reasonably require for the purpose of the discharge of the duties
and discretions vested in it hereunder or by operation of law;
|
|||
(f)
|
send
to the Trustee four copies in the English language of every publicly available
balance sheet, profit and loss account, report or other notice, statement
or circular which is (in each case) issued to its members or stockholders,
or as soon as practicable after, the time of the issue thereof;
|
|||
(g)
|
so
far as permitted by law, at all times execute all such further documents
and do all such further acts and things as may be necessary at any time
or times to give effect to the terms and conditions of these presents;
|
|||
(h)
|
oblige
the Principal Paying Agent or the relevant Registrar (as the case may be)
to notify the Trustee forthwith if it does not on or before the due date
for repayment of the Notes of any Series or any of them or the due date
for payment of the relevant Receipts and/or the Coupons (if any), receive
unconditionally the full amount in the relevant currency of the moneys payable
on such due
|
32
date
in respect of all such Notes, Receipts or Coupons, as the case may be;
|
|||
(i)
|
as soon
as reasonably practicable and before the time of publication send, or procure
to be sent, to the Trustee four copies of the form of all notices to be
given to Noteholders;
|
||
(j)
|
at all
times use their reasonable endeavours to maintain a listing of the Notes
on such stock exchange as the Notes are, for the time being, quoted or listed
or, if it is unable to do so having used such reasonable endeavours or if
the maintenance of such listing is agreed by the Trustee to be unduly onerous,
use its reasonable endeavours to obtain and maintain a quotation or listing
of the Notes on such other stock exchange or exchanges as they may (with
the written approval of the Trustee) decide and shall also use its reasonable
endeavours to procure that there will at all times be furnished to any stock
exchange on which the Notes are for the time being quoted or listed on the
application of the relevant Issuer such information as such stock exchange
may require in accordance with its normal requirements or in accordance
with any arrangements for the time being made with any such stock exchange;
|
||
(k)
|
not less
than 45 days prior to the redemption date in respect of the Notes of any
Series give the Trustee notice of the proposed redemption of the Notes pursuant
to Condition 7(c), 7(d) or Condition 9;
|
||
(l)
|
comply
with its obligations under the Paying Agency Agreement and any other agreement
(including but not limited to any Calculation Agency Agreement) appointing
other agents for the purpose of the Programme and the Dealer Agreement,
and use its reasonable endeavours to procure that the Principal Paying Agent,
the relevant Registrar and the relevant Calculation Agent comply with all
their respective obligations thereunder;
|
||
(m)
|
if, in
accordance with the provisions of Condition 8, interest, principal, premium
or other redemption amount in respect of Notes becomes payable at the specified
office in the United States of any Paying Agent or relevant Registrar, promptly
give notice thereof to the Noteholders in accordance with Condition 14;
|
||
(n)
|
in the
event of the existence of a serious threat as referred to in Clause 5(c)
of the Paying Agency Agreement, when satisfactory arrangements pursuant
to Clause 5(c) of
|
33
the Paying
Agency Agreement have been put in place, forthwith, unless the Trustee otherwise
agrees, give notice to the relevant Noteholders in accordance with Condition
14 of such arrangements;
|
|||
(o)
|
furnish
a copy of the Procedures from time to time in effect to the Trustee;
|
||
(p)
|
ensure
that each Note to be issued or other transaction to be effected hereunder
shall comply with all applicable laws and regulations of any governmental
or other regulatory authority of the country of any relevant currency for
the purposes of any relevant Note and that all necessary consents and approvals
of, and registrations and filings with, any such authority in connection
therewith are obtained and maintained in full force and effect and copies
thereof are supplied promptly to the Trustee;
|
||
(q)
|
forthwith
give notice to the Trustee of the appointment of any new Dealer pursuant
to the Dealer Agreement or of any modification to the Dealer Agreement;
|
||
(r)
|
not acquire
any beneficial interest, and will cause its affiliates (as defined
in paragraph (a)(1) of Rule 144 under the Securities Act) not to acquire
any beneficial interest in any Registered Notes bearing the Private Placement
Legend (as defined in Condition 5) unless it notifies the Registrar and
the Trustee of such acquisition;
|
||
(s)
|
for so
long as any of the Registered Notes bearing the Private Placement Legend
remain outstanding and are
restricted
securities
as defined in Rule 144(a)(3) under
the Securities Act and during any period in which it is not subject to Section 13 or 15(d) under the United States Securities Exchange Act of 1934 nor exempt from reporting pursuant to Rule 12g3-2(b) under such Act, make available on request to each of the relevant Paying Agents and the relevant Registrar the information specified in, and meeting the requirements of, Rule 144(c)(2) under the Securities Act; |
||
(t)
|
forthwith
give notice to the Trustee of the Issuers intention to redenominate
Notes in accordance with Condition 8D or exchange Notes in accordance with
Condition 8E; and
|
||
(u)
|
in the
event of any Issuer giving any notice to redenominate the Notes of any Series
pursuant to Condition
|
34
8D(1)
or for the exchange of any Notes of any Series for Notes denominated in
euro pursuant to Condition 8E, such Issuer shall (unless the Trustee otherwise
agrees in writing), not later than the date on which the redenomination
will become effective or, as the case may be, the Notes become exchangeable
enter into a deed with the Trustee supplemental to these presents in a form
satisfactory to the Trustee which records the terms of any amendments to
the Conditions which will arise from such redenomination or exchange and
effect any other consequential amendments to these presents which, in the
opinion of the Trustee, require to be made to give effect to such redenomination
or exchange.
|
16.
|
Remuneration
of the Trustee
|
|
(A)
|
THE relevant
Issuer, failing whom the relevant Guarantor(s), shall (subject as hereinafter
provided) pay to the Trustee such remuneration as shall be agreed from time
to time between the Issuers and the Trustee as remuneration for its services
as Trustee under these presents. Such remuneration shall, unless otherwise
agreed, be deemed to accrue from day to day and shall be paid annually in
arrear. At any time after the occurrence of an Event of Default or in the
event of the Trustee finding it necessary or being required to undertake
any exceptional duties (or duties otherwise outside the scope of the normal
duties of the Trustee under these presents) in the performance of its trusteeship
under these presents the relevant Issuer, failing whom the relevant Guarantor(s),
shall pay such additional remuneration as shall be agreed between the Trustee
and the relevant Issuer. In the event of the Trustee and the relevant Issuer
failing to agree upon whether such duties are of an exceptional nature or
otherwise outside the scope of the normal duties of the Trustee under these
presents, or failing to agree upon such increased or additional remuneration,
such matters shall be determined by a merchant bank (acting as an expert
and not as an arbitrator) selected by the Trustee and approved by the relevant
Issuer or, failing such approval, nominated by the President for the time
being of The Law Society of England and Wales, (the expenses involved in
such nomination and the fee of such merchant bank being shared equally between
the Trustee and the relevant Issuer) and the decision of any such merchant
bank shall be conclusive and binding on the relevant Issuer, the relevant
Guarantor(s) and the Trustee.
|
|
(B)
|
The Trustee
shall not be entitled to remuneration in respect of any period after the
date on which, all the Notes of any Series having become due for redemption,
the redemption moneys (including accrued interest thereon) have been paid
to the Trustee, the Principal Paying Agent or, as the case may be, the
|
35
Registrar
or otherwise duly provided for to the satisfaction of the Trustee unless,
upon due presentation of any Note, Receipt or Coupon, payment of the moneys
due in respect thereof is improperly withheld or refused, in which event
remuneration will commence again to accrue.
|
||
(C)
|
In addition
to remuneration hereunder the relevant Issuer, failing whom the relevant
Guarantor(s), shall, on written request, pay all other reasonable costs,
charges and expenses including travelling expenses which the Trustee may
properly incur in relation to the preparation and execution of these presents
and the exercise of the powers or the execution of the trusts vested in
it by or pursuant to these presents.
|
|
(D)
|
The relevant
Issuer, failing whom the relevant Guarantor(s), shall indemnify the Trustee
(i) in respect of all liabilities and expenses properly incurred by it or
any liability or expense properly incurred by any person appointed by it
to whom any trust, power, authority or discretion may be delegated by it
in the execution or purported execution of the trusts, powers, authorities
or discretions vested in it by these presents, provided that in the case
of any such delegate the Trustee shall have exercised reasonable care in
the selection of such delegate and (ii) against all liabilities, actions,
proceedings, costs, claims and demands in respect of any matter or thing
properly done or omitted in relation to these presents but shall not be
liable to indemnify the Trustee or the Noteholders, Receiptholders or Couponholders,
as the case may be, against any income tax (or similar taxes) which the
Trustee pays or for which the Trustee is liable to account by reason of
fees payable in respect of its acting as Trustee pursuance to these presents.
|
|
(E)
|
All sums
payable under sub-clauses (C) and (D) of this Clause shall be payable within
30 days of demand. All sums payable by the relevant Issuer, failing whom
the relevant Guarantor(s), under this Clause shall carry interest at a rate
equal to one per cent. per annum over the base rate of National Westminster
Bank PLC from time to time from the date 30 days after the date of the same
being demanded to the day of payment or (where a demand by the Trustee specifies
that payment by the Trustee will be made on an earlier date) from 30 days
after such earlier date. If practicable, the Trustee will notify the relevant
Issuer failing which, the relevant Guarantor(s) of any expenditure prior
to incurring the same but the absence of such notice shall not deprive the
Trustee of the right to be reimbursed by the relevant Issuer or the relevant
Guarantor(s) to the same extent as the Trustee would be entitled to if prior
notification had been given.
|
36
(F)
|
The
relevant Issuer, failing whom the relevant Guarantor(s), shall in addition
pay to the Trustee (if so required) an amount equal to the amount of any
value added tax or similar tax properly charged in respect of its remuneration
hereunder.
|
||
(G)
|
The
Trustee shall be entitled in its absolute discretion to determine in respect
of which Series of Notes any costs, charges, expenses or liabilities incurred
under these presents have been incurred or to allocate any such costs, charges,
expenses or liabilities between the different Series of Notes.
|
||
(H)
|
Unless
otherwise specifically stated in any discharge of these presents the provisions
of this Clause 16 shall continue in full force and effect notwithstanding
such discharge.
|
||
17.
|
Modifications
and Substitution
|
||
(A)
|
THE
Trustee may from time to time and at any time without any consent of the
Noteholders, the Receiptholders or the Couponholders (or, as the case may
be, the Holders of the Notes, Receipts or Coupons of any one or more Series)
agree with the relevant Issuer (a) to any modification (other than of the
provisos to paragraphs 6 and 7 of the Ninth Schedule hereto or any provision
of these presents referred to in those provisos) of these presents which
in the opinion of the Trustee is not materially prejudicial to the interests
of the Holders of the Notes or, as the case may be, the Holders of the Notes
of the relevant Series or (b) to any modification of these presents which
is of a formal, minor or technical nature or made to correct a manifest
error. Any such modification or any substitution pursuant to sub-clause
(B) of this Clause shall be binding on the Noteholders, the Receiptholders
and the Couponholders and, unless the Trustee otherwise agrees, the relevant
Issuer shall cause any such modification or substitution to be notified
to the Noteholders as soon as practicable thereafter in accordance with
Condition 14.
|
||
(B)
|
The
Trustee may, without the consent of the Noteholders, the Receiptholders
or the Couponholders (or, as the case may be, the Holders of Notes, Receipts
or Coupons of any one or more Series), agree to the substitution (i) in
place of the relevant Issuer (or of any previous substitute under this sub-clause
(B)) as the principal debtor in respect of the Notes, the Receipts, the
Coupons and these presents of any Group Company (incorporated in any such
case in any country in the world) or
(ii)
in
place of the relevant Issuer as principal debtor or of any of the relevant
Guarantor(s) (or any of the previous substitute under this sub-clause (B))
of any successor in business of the relevant Issuer or, as the case may
be, any such relevant Guarantor(s) or of any previous substitute hereunder
|
37
(any
substitute under this sub-clause being hereinafter in this sub-clause (B)
referred to as the
Substituted
Company
)
provided
that:
|
|||||
(i) | (a) |
a
trust deed is executed or some other form of undertaking is given by the
Substituted Company to the Trustee, in form and manner reasonably satisfactory
to the Trustee, agreeing to be bound by the terms of these presents, the
Notes, the Receipts and the Coupons, with any consequential amendments which
the Trustee may deem appropriate, as fully as if the Substituted Company
had been named in these presents and on the Notes, the Receipts and the
Coupons as the principal debtor in place of any such relevant Issuer (or
of any such previous Substituted Company) or, as the case may be, as a guarantor
in place of the relevant Guarantor (or of any such previous Substituted
Company);
|
|||
(b)
|
the
Trustee shall be satisfied that the Substituted Company has obtained all
necessary governmental and regulatory approvals and consents necessary for
its assumption of the obligations and liability as the principal debtor
or, as the case may be, a guarantor under these presents and in respect
of the Notes, the Receipts and the Coupons in place of the relevant Issuer
or any such relevant Guarantor (or of any such previous Substituted Company);
|
||||
(c)
|
in
the case of a substitution of a new principal debtor an unconditional and
irrevocable guarantee of
(a)
N.V., PLC and (where the Substituted Company is a subsidiary
of UCC or UNUS) UNUS or, (b) where N.V. or PLC becomes the principal debtor,
PLC or, as the case may be, N.V., shall have been given in form and substance
satisfactory to the Trustee of the payment of all moneys payable by the
Substituted Company under these presents, the Notes, the Receipts and the
Coupons;
|
||||
(d)
|
the
relevant Issuer and the relevant Guarantor(s) (or, where appropriate, any
such previous Substituted Company) and the Substituted Company comply with
such other requirements as the Trustee may reasonably direct in the interests
of the Holders of the Notes of the relevant Series;
|
||||
(e)
|
if
the directors of the Substituted Company (or other officers acceptable to
the Trustee) shall certify to the Trustee that it is solvent at the
|
38
time
at which the said substitution is proposed to be effected, the Trustee may
rely absolutely on such certificate and shall not be bound to have regard
to its financial condition, profits or prospects or to compare the same
with those of the relevant Issuer or such relevant Guarantor (or of any
previous Substituted Company); and
|
||||
(f)
|
(without
prejudice to the generality of sub-paragraphs (a) to (e) inclusive of this
paragraph (i)), where the Substituted Company is incorporated, domiciled
or resident in, or is otherwise subject generally to the taxing jurisdiction
of, or of any authority in, a territory or territories other than The Netherlands,
the United Kingdom, the United States or the territory applicable in respect
of any previous Substituted Company, undertakings or covenants are given
in terms corresponding to the provisions of Condition 9 containing, in substitution
for or in addition to (as the case may require) the references to The Netherlands,
the United Kingdom, the United States or such territory, as the case may
be, references to the territory or territories in which the Substituted
Company is incorporated, domiciled or resident or the taxing jurisdiction
of which, or of any authority of or in which, the Substituted Company is
otherwise subject generally and in the event of any such covenant being
given the provisions of these presents shall be read and construed accordingly.
|
|||
(ii)
|
Upon
the execution of such documents and compliance with the said requirements:
|
|||
(a)
|
the Substituted
Company shall be deemed to be named in these presents and on the Notes,
the Receipts and the Coupons as principal debtor or, as the case may be,
as a guarantor in place of the relevant Issuer or such relevant Guarantor
(or of any previous Substituted Company) and these presents and the Notes,
the Receipts and the Coupons shall thereupon be deemed to be amended in
such manner as expressly specified in any supplement to these presents or,
failing which, as shall be necessary to give effect to the substitution
and the giving of any guarantee; and
|
|||
(b)
|
the relevant
Issuer or such relevant Guarantor or any such previous Substituted Company,
as the case may be, and UCC and UNUS (where, pursuant to
|
39
paragraph
(i)(c) above, their guarantee is not required to continue) shall be released
from any or all of their obligations under these presents and the Notes,
the Receipts and the Coupons, but (in the case of a substitution in place
of UCC or UNUS) without prejudice to the obligations of the relevant Guarantor(s)
(or the successor company of any of such Guarantors) or, as the case may
be, the remaining Guarantor or Guarantors under the Guarantee or under their
guarantee as aforesaid (other than in the case of the valid substitution
of any of the Guarantors, or the successor company of any of the Guarantors
as principal debtor under these presents, the Notes, the Receipts and the
Coupons, in which event the relevant Guarantor or the successor company
of the relevant Guarantor shall be released from all of its obligations
under the Guarantee or such guarantee). Not later than 15 days after the
execution of any such undertaking and guarantee and such other deeds, documents
and instruments as aforesaid and compliance with the said requirements of
the Trustee, the relevant Issuer or the relevant Guarantor or the previous
Substituted Company shall, unless the Trustee agrees otherwise, give notice
thereof to the Noteholders in accordance with Condition 14.
|
||||
(iii) |
In
connection with any proposed substitution the Trustee may agree, without
consent of the Noteholders (or, as the case may be, the Holders of Notes
of the relevant Series) to a change of the law governing the Notes (or,
as the case may be, the Notes of the relevant Series) and/or these presents
Provided that such change would not in the opinion of the Trustee be materially
prejudicial to the interests of the Holders of the Notes (or, as the case
may be, the Holders of the Notes of the relevant Series).
|
|||
(C)
|
The
relevant Issuer, N.V. and PLC each hereby covenants with the Trustee that,
so long as any of the Notes, the Receipts or the Coupons is outstanding,
it will not, except where the relevant Issuer, N.V. or PLC, as the case
may be, is the continuing company, merge into, or transfer all or substantially
all of its assets or undertaking to, another company (
New
Company
) unless,
inter
alia
, a trust deed is executed or some other form
of undertaking is given by the New Company in form and manner reasonably
satisfactory to the Trustee, agreeing to be bound by the terms of these
presents, the Notes, the Receipts and the Coupons, with any consequential
amendments which the Trustee may deem appropriate as fully as if the New
Company had been named in these presents and on the Notes, the Receipts
and the Coupons
|
40
in
place of the relevant Issuer, N.V. or PLC, as the case may be (or of any
previous substitute under this Clause), and the following further conditions
apply:
|
|||
(i)
|
the relevant
Issuer, N.V. or PLC, as the case may be (or any previous substitute under
this Clause), and the New Company shall comply with such other requirements
as the Trustee may reasonably direct in the interests of the Notes of the
relevant Series;
|
||
(ii)
|
where
the New Company is incorporated, domiciled or resident in, or is otherwise
subject generally to the taxing jurisdiction of, or of any authority in,
a territory or territories other than, in the case of N.V., The Netherlands,
in the case of PLC, the United Kingdom, in the case of UCC or UNUS, the
United States or, in the case of any previous substitute under this Clause,
the applicable territory, undertakings or covenants shall be given by the
New Company in terms corresponding to the provisions of Condition 9 with
the substitution for the references to The Netherlands, the United Kingdom
or the United States, or such territory, as the case may be, of references
to the territory or territories in which the New Company is incorporated,
domiciled or resident or to whose taxing jurisdiction it is subject generally;
|
||
(iii)
|
in the
case of the merger of, or transfer by, the relevant Issuer or any previous
substitute under this Clause, an unconditional and irrevocable guarantee
is given by the relevant Guarantor(s) in form and substance satisfactory
to the Trustee of the payment of all moneys payable by the New Company under
these presents and the Notes of the relevant Series; and
|
||
(iv)
|
if the
directors of the New Company (or other officers acceptable to the Trustee)
shall certify to the Trustee that it is solvent at the time at which the
said merger or transfer is proposed to be effected, the Trustee may rely
absolutely on such certificate and shall not be bound to have regard to
the financial condition, profits or prospects of the New Company or to compare
the same with those of the relevant Issuer, N.V. or PLC, as the case may
be (or of any previous substitute under this Clause).
|
||
Any
such trust deed or undertaking shall, if so expressed, operate to release
the relevant Issuer, N.V. or PLC, as the case may be, or any such previous
substitute as aforesaid, from all of its obligations under the Notes, the
Receipts, the Coupons and these presents. Not later than 15 days after the
execution of any such documents as aforesaid and after compliance with the
|
41
|
said requirements
of the Trustee, the relevant Issuer, N.V. or PLC, as the case may be, or
such previous substitute shall give notice thereof to the Noteholders in
accordance with Condition 14. Upon the execution of such documents and compliance
with the said requirements the New Company shall be deemed to be named in
these presents and on the Notes, the Receipts and the Coupons in place of
the relevant Issuer, N.V. or PLC, as the case may be (or of any previous
substitute under this sub-clause), under these presents, the Notes, the
Receipts and the Coupons, and these presents, the Notes, the Receipts and
the Coupons shall be deemed to be amended in such manner as shall be necessary
to give effect to the above provisions and without prejudice to the generality
of the foregoing references in these presents, in the Notes, the Receipts
or in the Coupons to the relevant Issuer, N.V. or PLC, as the case may be,
or such previous substitute shall, where the context so requires, be deemed
to be references to the New Company.
|
|
(D)
|
In connection
with any proposed substitution, merger or transfer as aforesaid, the Trustee
shall, without prejudice to the generality of the foregoing, not have regard
to the consequences of such substitution, merger or transfer for individual
Noteholders of the relevant Series resulting from there being for any purpose
domiciled or resident in, otherwise connected with, or subject to the jurisdiction
of, any particular territory or any political subdivision thereof.
|
|
(E)
|
N.V.
and PLC may, at any time, appoint any Group Company to become an Issuer
of Notes in accordance with the following provisions of this sub-clause
without the consent of the Noteholders, the Receiptholders or the Couponholders.
Any Group Company that is to become an Issuer shall do so under the terms
of a supplemental deed in or substantially in the form set out in the Seventh
Schedule or in such other form as may be approved in writing by the Trustee
(which shall take effect in accordance with its terms), whereby such Group
Company agrees to be bound as an Issuer under these presents and the Paying
Agency Agreement. Each of N.V. and PLC undertakes to use all reasonable
efforts to procure that all such acts and things are done as may be necessary
or desirable to ensure the due execution and delivery of such supplemental
deed by each such Group Company and that each such Group Company becomes
bound by such provisions of these presents and the Paying Agency Agreement
as are expressed to be assumed by it in such supplemental deed. The Trustee
shall be entitled to rely on the legal opinions referred to in such supplemental
deed but otherwise shall not be bound to enquire into the financial condition
of any such Group Company or to make any investigation into, or to satisfy
itself in any way in relation to the valid existence of, any such Group
Company, its power or capacity to
|
42
|
enter
into such supplemental deed or to perform its obligations under these presents
or the Paying Agency Agreement, the due authorisation, execution or delivery
of such supplemental deed or performance of any such obligations by such
Group Company, the obtaining of any necessary consents or authorisations
for such execution, delivery or performance, the taking of any action (including
any necessary registration or filing) required to ensure the enforceability
as against such Group Company of any obligations expressed to be assumed
by it under these presents or the Paying Agency Agreement.
|
|
(F)
|
IF (i)
the Trustee does not have actual knowledge or express notice that any Event
of Default or any event which, with the lapse of time and/or the giving
of notice and/or the issue of a certificate, would constitute an Event of
Default has occurred and is continuing and (ii) the relevant Issuer has
outstanding Notes issued by it, the Substituted Company (which if not an
Issuer shall have become an Issuer pursuant to sub-clause (B) of this Clause)
shall have assumed the obligations of such Issuer pursuant to sub-clause
(B) of this Clause, the Trustee shall forthwith execute and deliver a supplemental
deed in or substantially in the form set out in the Eighth Schedule or in
such other form as may be approved by the Trustee whereby such Issuer is
released from its covenants and other obligations under these presents.
|
|
18.
|
Redemption,
Purchase and Cancellation
|
|
(A)
|
ALL Notes
redeemed or purchased by or on behalf of any of the Issuers, the Guarantors
or any Group Company together with all unmatured Coupons attached thereto
or surrendered therewith (and, in the case of Instalment Notes, with all
unmatured Receipts attached thereto or surrendered therewith), and all Coupons
paid in accordance with and in the manner provided in the Conditions, shall
be cancelled forthwith by or on behalf of the relevant Issuer save that
the purchaser may elect in the case of Notes so purchased to hold or resell
such Notes, together with all unmatured Coupons (or, as the case may be,
Receipts) attached thereto. The relevant Issuer shall, within seven days
after being so requested in writing by the Trustee, procure that a certificate
stating (i) the amounts paid in respect of Notes, Receipts and Coupons so
redeemed or paid and cancelled, (ii) the certificate numbers of Notes so
redeemed, purchased and cancelled and (iii) the total number and maturity
dates of such cancelled Coupons shall, within such seven day period, be
given to the Trustee by the Principal Paying Agent or the relevant Registrar
provided (in the case of bearer Notes) delivery thereof to the Principal
Paying Agent has been made by any such purchaser as soon as reasonably practicable
after the date of such redemption, purchase and cancellation or payment
|
43
(as
the case may be). N.V. or PLC shall, within seven days after being so requested
in writing by the Trustee, deliver a certificate in writing signed by a
duly authorised signatory thereof setting out the total numbers and aggregate
nominal amount of Notes of each Series which up to and including the date
of such certificate are held beneficially at such date by the Issuers, the
Guarantors or any Group Company, but which have not been cancelled. Such
certificates may be accepted by the Trustee as conclusive evidence of:
|
|||
(a)
|
repayment
or discharge
pro
tanto
of the Notes and of payment of Receipts or
Coupons respectively; or
|
||
(b)
|
beneficial
ownership of the relevant Notes by the Issuers, the Guarantors or any Group
Company.
|
||
(B)
|
The
relevant Issuer shall procure that there shall be kept a full and complete
record of all Notes, Receipts and Coupons (other than certificate numbers
of Coupons) and their redemption, payment, purchase and cancellation and
of all replacement Notes, Receipts or Coupons issued in substitution for
mutilated, lost, stolen or destroyed Notes, Receipts or Coupons and the
relevant Issuer shall further procure that such record shall be made available
to the Trustee, within seven days after being so requested in writing by
the Trustee.
|
||
19.
|
Noteholders
to be treated as holding all Receipts and Coupons
|
||
(A)
|
WHEREVER
in these presents the Trustee is required or entitled to exercise a trust,
power, authority or discretion by reference to the interests of the Noteholders
or any of the same (or, as the case may be, the Holders of the Notes of
the relevant Series or any of the same), the Trustee shall assume that each
Noteholder is the Holder of all Receipts (or, as the case may be, Coupons)
appertaining to each Note of such Series of which he is the Holder.
|
||
(B)
|
Each
of the Trustee, the Paying Agents, the relevant Issuer and the relevant
Guarantor(s) (whether or not it is overdue and regardless of any notice
of ownership or writing thereon, or notice of any previous theft or loss
thereof) shall for the purpose of making payments and for all other purposes
(save as provided in (ii) below) be entitled to deem and treat:
|
||
(i)
|
the bearer
of any Note in global form or Definitive Note or the relative Receipt or
Coupon; and
|
||
(ii)
|
in the
case of any Notes in global form, for the purpose only of the exercise by
the Trustee of all rights, duties, discretions, powers and authorities imposed
or conferred
|
44
|
on the
Trustee which are to be exercised or performed by reference to or in favour
of Noteholders but not for any other purpose, each person for the time being
shown in the records of Euroclear or Clearstream, Luxembourg or any other
relevant clearing system as having a particular nominal amount of any Notes
in global form credited to his securities account,
|
||
|
as the
absolute owner thereof and of all rights thereunder free from encumbrances
and shall not be required to obtain proof of such ownership (other than,
in the case of any person for the time being so shown in the records of
Euroclear or Clearstream, Luxembourg or any other relevant clearing system,
a certificate or letter of confirmation signed on behalf of Euroclear or
Clearstream, Luxembourg or the relevant clearing system) or as to the identity
of the bearer of any Definitive Notes or Coupon.
|
(C)
|
Each
of the Trustee, the relevant Registrar, the relevant Issuer and the relevant
Guarantor(s) (whether or not it is overdue and regardless of any notice
of ownership or writing thereon (except a duly executed transfer of such
a Registered Note in the form endorsed thereon) or notice of any previous
theft or loss thereof) shall be entitled to deem and treat the Registered
Noteholder of each Registered Note as the absolute owner thereof and of
all rights thereunder free from encumbrances and shall not be required to
obtain proof of such ownership, but shall be entitled to call for such means
of identification as to the true identity of any Registered Noteholder as
it may require.
|
|
20.
|
No
notice to Receiptholders or Couponholders
NONE of the relevant Issuer, the relevant Guarantor(s), nor the Trustee shall be required to give any notice to the Receiptholders or, as the case may be, the Couponholders for any purpose under these presents and the Receiptholders or, as the case may be, the Couponholders shall be deemed for all purposes to have notice of the contents of any notice given to the Noteholders in accordance with Condition 14. |
|
21.
|
Trustee
may enter into other transactions with N.V., PLC or any of their group companies
NO Trustee and no director or officer of any corporation being a trustee of these presents shall by reason of the fiduciary position of such trustee be in any way precluded from making any contracts or entering into any transactions in the ordinary course of business with N.V. or PLC or any of their respective group companies, whether directly or through any other Group Company or associated company, or from accepting the trusteeship of any other debenture stock, debentures or securities of N.V. or PLC or any of their respective |
45
group companies
or any company in which N.V., PLC, UCC or UNUS, as the case may be, is interested
and without prejudice to the generality of these provisions it is expressly
declared that such contracts and transactions may include any contract or
transaction in relation to the placing, underwriting, purchasing, subscribing
for or dealing with or lending money upon or making payments in respect
of the Notes or any other stock, shares, debenture stock, debentures or
other securities of N.V. or PLC or any of their respective group companies
or any company in which N.V., PLC, UCC or UNUS, as the case may be, is interested
or any contract or banking or insurance with N.V. or PLC or any of their
respective group companies and neither the Trustee nor any such director
or officer shall be accountable to the Noteholders, the Receiptholders or
Couponholders or N.V. or PLC or any of their respective group companies
for any profit, fees, commissions, interest, discounts or share of brokerage
earned, arising or resulting from any such contracts or transactions and
the Trustee and any such director or officer shall also be at liberty to
retain the same for its or his own benefit.
|
|
22.
|
Provisions
supplemental to the Trustee Act 1925 and the Trustee Act 2000 in favour
of the Trustee
|
BY way of supplement
to the Trustee Act 1925 and the Trustee Act 2000 of England it is expressly
declared as follows:
|
(A)
|
the Trustee
may in relation to these presents act on the opinion or advice of or a certificate
or any information obtained from any lawyer, banker, valuer, surveyor, broker,
auctioneer, accountant or other expert in The Netherlands, the United Kingdom,
the United States or elsewhere (whether obtained by the Trustee, N.V., PLC,
UCC, UNUS, any Group Company of N.V. or PLC or any Paying Agent or Registrar)
and shall not be responsible for any loss occasioned by so acting; any such
opinion, advice, certificate or information may be sent or obtained by letter,
telegram, telex, cablegram or facsimile copy and the Trustee shall not be
liable for acting on any opinion, advice, certificate or information purporting
to be so conveyed although the same shall contain some error or shall not
be authentic;
|
|
(B)
|
the Trustee
shall be at liberty to accept a certificate signed by any Director or other
person duly authorised of N.V. or PLC (as the case maybe) or the President,
any Vice-President or the Treasurer or other person duly authorised of UCC
or UNUS (as the case may be) as to any fact or matter
prima
facie
within the knowledge of N.V., PLC, UCC or,
as the case may be, UNUS as sufficient evidence thereof and a like certificate
to the effect that any particular dealing or transaction or step or thing
is, in the opinion of the person so certifying, expedient as sufficient
evidence that it is expedient and the Trustee shall not be bound in any
such case to call for further evidence or be
|
46
|
responsible
for any loss that may be occasioned by its failing so to do;
|
|
(C)
|
the Trustee
shall (save as expressly otherwise provided herein) as regards all the trusts,
powers, authorities and discretions vested in it by these presents or by
operation of law have absolute and uncontrolled discretion as to the exercise
or non-exercise thereof and, provided it shall not have acted fraudulently,
the Trustee shall not responsible for any loss, costs, damages, expenses
or inconvenience that may result from the exercise or non-exercise thereof;
|
|
(D)
|
the Trustee
may appoint and pay any person to act as a custodian or nominee on any terms
in relation to such assets of the trust as the Trustee may determine, including
for the purpose of depositing with a custodian these presents and all deeds
and other documents relating to these presents or the notes of any series,
and the Trustee shall not be responsible for any loss, liability, expense,
demand, cost, claim or proceedings incurred by reason of the misconduct,
omission or default on the part of any person appointed by it hereunder,
or be bound to supervise the proceedings or acts of any such person; the
Trustee is not obliged to appoint a custodian if the Trustee invests in
securities payable to bearer;
|
|
(E)
|
the Trustee
as between itself, the Noteholders, the
Receiptholders and the Couponholders shall have full power to determine all questions and doubts arising in relation to any of the provisions of these presents and every such determination, whether made upon a question actually raised or implied in the acts or proceedings of the Trustee, shall be conclusive and shall bind the Trustee, the Noteholders, the Receiptholders and the Couponholders; |
|
(F)
|
the Trustee
shall not be responsible for acting upon any resolution purporting to have
been passed at any meeting of the Noteholders (or, as the case may be, the
Noteholders of any Series) in respect whereof minutes have been made and
signed even though it may subsequently be found that there was some defect
in the constitution of the meeting or the passing of the resolution or that
for any reason the resolution was not valid or binding upon the Noteholders,
the Receiptholders and/or the relative Couponholders (or, as the case may
be, the Noteholders of any Series, the Receiptholders and the Couponholders
(if any));
|
|
(G)
|
the Trustee
may, in the conduct of the trust business, instead of acting personally,
employ and pay an agent on any terms, whether or not a lawyer or other professional
person, to transact or conduct, or concur in transacting or conducting,
any
|
47
|
business
and to do or concur in doing all acts required to be done by the Trustee
(including the receipt and payment of money) and the Trustee shall not be
responsible for any misconduct on the part of any person appointed by it
hereunder or be bound to supervise the proceedings or acts of any such person;
|
|
(H)
|
any trustee
being a banker, lawyer, broker or other person engaged in any profession
or business shall be entitled to charge and be paid all usual professional
and other charges for business transacted and acts done by him or his partner
or firm on matters arising in connection with the trusts of these presents
and also his reasonable charges in addition to disbursements for all other
work and business done and all time spent by him or his partner or firm
on matters arising in connection with these presents, including matters
which might or should have been attended to in person by a trustee not being
a banker, lawyer, broker or other professional person;
|
|
(I)
|
the Trustee
shall not be responsible for the receipt or application by the relevant
Issuer of the proceeds of the issue of the Notes of any Series, the exchange
of any Temporary Global Note for a Permanent Global Note, Registered Note
or, as the case may be, Definitive Notes or the exchange of any Permanent
Global Note for Definitive Notes or Registered Notes or for the delivery
of the Definitive Notes or Registered Notes to the persons entitled thereto;
|
|
(J)
|
the Trustee
shall not be liable to the relevant Issuer or the relevant Guarantor(s)
or any Noteholder, Receiptholder or Couponholder by reason of having accepted
as valid or not having rejected any Note, Receipt or Coupon purporting to
be such and subsequently found to be forged or not authentic;
|
|
(K)
|
the Trustee
shall not (unless ordered so to do by a court of competent jurisdiction)
be required to disclose to any Noteholder, Receiptholder or Couponholder
confidential, financial or other information made available to the Trustee
by any Issuer and/or any Guarantor in connection with these presents and
no Noteholder, the Receiptholder or Couponholder shall be entitled to take
any action to obtain from the Trustee any such information;
|
|
(L)
|
where
it is necessary or desirable for any purpose in connection with these presents
to convert any sum from one currency to another it shall (unless otherwise
provided by these presents or required by law) be converted at such rate
or rates, in accordance with such method and as at such date for the determination
of such rate of exchange, as may be specified by the Trustee in its absolute
discretion but having regard to current rates of exchange, if available,
and any rate, method
|
48
|
and date
so specified shall be binding on the relevant Issuer, the relevant Guarantor(s),
the Noteholders, the Receiptholders and the Couponholders;
|
|
(M)
|
any consent
given by the Trustee for the purposes of these presents may be given on
such terms and subject to such conditions (if any) as the Trustee thinks
fit;
|
|
(N)
|
whenever
in these presents the Trustee is required in connection with any exercise
of its powers, trusts, authorities or discretions to have regard to the
interests of the Noteholders, (or, as the case may be, the Holders of the
Notes of any one or more Series) it shall have regard to the interests of
such Noteholders as a class and in particular, but without prejudice to
the generality of the foregoing, shall not be obliged to have regard to
the consequences of such exercise for any individual Noteholder resulting
from his or its being for any purpose domiciled or resident in, or otherwise
connected with, or subject to the jurisdiction of, any particular territory
and the Trustee shall not be entitled to require, nor shall any Noteholder,
Receiptholder or Couponholder be entitled to claim from the relevant Issuer
or the relevant Guarantor(s) any indemnification or payment in respect of
any tax consequence of any such exercise upon any individual Noteholder,
Receiptholder or Couponholder; and
|
|
(O)
|
the Trustee
may call for and shall be at liberty to accept and place full reliance on
as sufficient evidence thereof and shall not be liable to any Issuer, any
Guarantor or any Noteholder, Receiptholder or Couponholder by reason only
of either having accepted as valid or not having rejected an original certificate
or letter of confirmation purporting to be signed on behalf of Euroclear
or Clearstream, Luxembourg or DTC or any other relevant clearing system
or any form of record made and verified by either of them to the effect
that at any particular time or throughout any particular period any particular
person is, was or will be shown in its records as having a particular nominal
amount of Notes of a particular Series credited to his securities account.
|
Provided nevertheless
that none of the provisions of these presents shall in any case in which the
Trustee has failed to show the degree of care and diligence required of it,
having regard to the provisions of these presents conferring on the Trustee
any powers, authorities or discretions, relieve or indemnify the Trustee against
any liabilities which by virtue of any rule of law would otherwise attach to
it in respect of any negligence, default, breach of duty or breach of trust
of which it or any of its employees, agents or delegates may be guilty in relation
to its duties under these presents.
49
23.
|
Disapplication
Section 1 of the Trustee Act 2000 shall not apply to the duties of the Trustee in relation to the trusts constituted by these presents. Where there are any inconsistencies between the Trustee Acts and the provisions of these presents, the provisions of these presents shall, to the extent allowed by law, prevail and, in the case of any such inconsistency with the Trustee Act 2000, the provisions of this Trust Deed shall constitute a restriction or exclusion for the purposes of that Act. |
24.
|
Trustee
entitled to assume due performance
EXCEPT as herein otherwise expressly provided the Trustee shall be and is hereby authorised to assume without enquiry, in the absence of knowledge or express notice to the contrary, that each of the Issuers and the Guarantors is duly performing and observing all the covenants and provisions contained in these presents relating to the Issuers and/or the Guarantors (as the case may be) and on their respective parts to be performed and observed and that no event has happened upon the happening of which any of the Notes of any Series may become repayable. |
25.
|
Waiver
THE Trustee may, without prejudice to its rights in respect of any subsequent breach, condition, event or act, from time to time and at any time, but only if and in so far as in its opinion the interests of the Noteholders (or, as the case may be, the Holders of Notes of the relevant Series) shall not be materially prejudiced thereby, authorise or waive, on such terms and conditions (if any) as shall seem expedient to it, any proposed breach or breach of any of the covenants or provisions contained in these presents or the Notes, the Receipts or Coupons (or, as the case may be, the Notes of such Series and the relative Receipts and/or Coupons) or determine, in relation to any Series, that any condition, event or act which constitutes, or which with the giving of notice and/or the lapse of time and/or the issue of a certificate would constitute, but for such determination, an Event of Default for the purposes of these presents shall not do so PROVIDED ALWAYS THAT the Trustee shall not exercise any powers conferred upon it by this Clause in respect of the Notes of any Series in contravention of any express direction by an Extraordinary Resolution of the Notes of such Series then outstanding (but so that no such direction or request shall affect any authorisation, waiver or determination previously given or made). Any such waiver, authorisation or determination shall be binding on the Noteholders, the Receiptholders and the Couponholders (or, as the case may be, the Holders of the Notes, Receipts and Coupons of such Series) and if, but only if, the Trustee shall so require, shall be notified by the relevant Issuer to the Noteholders (or, as the case may be, the |
50
|
Holders
of Notes of such Series) in accordance with Condition 14 as soon as practicable
thereafter.
|
|
26.
|
Power
to delegate
THE Trustee may, in the execution and exercise of all or any of the trusts, powers, authorities and discretions vested in it by these presents, act by responsible officers or a responsible officer for the time being of the Trustee and the Trustee may also whenever it thinks fit, whether by power of attorney or otherwise, delegate to any person or persons all or any of the trusts, powers, authorities and discretions vested in it by these presents and any such delegation may be made upon such terms and conditions and subject to such regulations (including power to sub-delegate) as the Trustee may think fit in the interests of the Noteholders (or, as the case may be, the Holders of Notes of any one or more Series) and provided that the Trustee shall have exercised reasonable care in the selection of such delegate and subject to the proviso in Clause 22, it shall not be bound to supervise the proceedings and shall not in any way or to any extent be responsible for any loss incurred by any misconduct or default on the part of such delegate or sub-delegate. The Trustee shall give prompt notice to the relevant Issuer of the appointment of any delegate as aforesaid and shall procure that any delegate shall also give prompt notice to the relevant Issuer or any sub-delegate. |
|
27.
|
Competence
of a majority of Trustees
WHENEVER there shall be more than two trustees hereof the majority of such trustees shall (provided such majority includes a trust corporation) be competent to execute and exercise all the trusts, powers, authorities and discretions vested by these presents in the Trustee generally. |
|
28.
|
Appointment
of New Trustees
|
|
(A)
|
THE power
of appointing new trustees shall be vested in the Issuers but, subject to
sub-clause (B) of this Clause, no person shall be appointed as Trustee in
relation to any Series who shall not previously have been approved by an
Extraordinary Resolution of the Holders of Notes of that Series. A trust
corporation may be appointed sole trustee of the presents but subject thereto
there shall be at least two trustees of these presents one at least of which
shall be a trust corporation. Any appointment of a new trustee hereof shall
as soon as practicable thereafter be notified by the Issuers to the Paying
Agents, the Registrars and to the Noteholders. The Noteholders shall together
have the power, exercisable by Extraordinary Resolution, to remove any trustee
or trustees for the time being of these presents. The removal of any trustee
shall not become
|
51
effective
unless there remains a trustee of these presents (being a trust corporation)
in office after such removal.
|
||
(B)
|
Notwithstanding
the provisions of sub-clause (A) of this Clause, the Trustee may, upon giving
prior notice to but without the consent of the Issuers or the Guarantors
or the Noteholders, Receiptholders or Couponholders (or, as the case may
be, the Holders of Notes, Receipts or Coupons of any one or more Series),
appoint any person established or resident in any jurisdiction (whether
a trust corporation or not) to act either as a separate trustee or as a
co-trustee jointly with the Trustee (i) if the Trustee considers such appointment
to be in the interests of the Holders of the Notes of the relevant Series
or (ii) for the purposes of conforming to any legal requirements, restrictions
or conditions in any jurisdiction in which any particular act or acts are
to be performed. The Issuers hereby irrevocably appoint the Trustee to be
their attorney in their name and on their behalf to execute any such instrument
of appointment. Such person shall (subject always to the provisions of these
presents) have such trusts, powers, authorities and discretions (not exceeding
those conferred on the Trustee by these presents) and such duties and obligations
as shall be conferred on or imposed by the instrument of appointment (which
shall include all relevant obligations which are imposed on the Trustee).
The Trustee shall have power in like manner to remove any such person. Such
reasonable remuneration as the Trustee may pay to any such person, together
with any attributable costs, charges and expenses incurred by it in performing
its function as such separate trustee or co-trustee, shall for the purposes
of these presents be treated as costs, charges and expenses incurred by
the Trustee.
|
|
29.
|
Retirement
of Trustees
|
|
(A)
|
ANY Trustee
for the time being of these presents may retire at any time upon giving
not less than three months notice in writing to each Issuer and each
Guarantor without assigning any reason and without being responsible for
any costs occasioned by such retirement. The retirement of any Trustee shall
not become effective unless there remains a trustee of the presents (being
a trust corporation) in office after such retirement. Each of the Issuers
covenants that in the event of a trustee giving such notice under this Clause
it shall use its best endeavours to procure a new trustee to be appointed.
|
|
(B)
|
Where
there are outstanding separate Series of Notes constituted by this Deed
the powers conferred upon the Issuers and the Guarantors, the Noteholders
and the Trustee by Clause 27 and sub-clause (A) of this Clause 28 shall,
at the discretion of the person exercising such power, be capable of being
exercised, and
|
52
shall
be effective where so expressed to be exercised, to enable a new trustee
to be appointed, a trustee to be removed, a trustee to retire and a separate
trustee or co-trustee to be appointed separately in relation to each such
separate Series of Notes as aforesaid, and
Trustee
as used in this Deed shall be
construed
accordingly. In the event of the foregoing provisions of this sub-clause
(B) resulting in there being more than one Trustee at any one time, executed
originals of this Deed and all other original documentation shall be held
by or to the order of The Law Debenture Trust Corporation p.l.c. if still
trustee of any of the said separate Series of the Notes, or by such one
of the trustees as the Issuers or Guarantors may, subject to any contrary
direction of the Noteholders of the relevant Series by Extraordinary Resolution,
from time to time designate.
|
||
30. |
Powers
of the Trustee are additional
|
|
|
THE
powers conferred by these presents upon the Trustee shall be in addition
to any powers which may from time to time be vested in it by general law
or as the Holder of any of the Notes, Receipts or Coupons.
|
|
31.
|
Currency
Indemnity
|
|
(A)
|
IF a
judgment or order is rendered by a court of any particular jurisdiction
for the payment of any amounts owing to the Trustee or any of the Noteholders,
Receiptholders or, as the case may be, Couponholders under these presents
or any of the Notes, Receipts or Coupons or under a judgment or order of
a court of any other jurisdiction in respect thereof or for the payment
of damages in respect of either thereof and any such judgment or order is
expressed in a currency (in this Clause referred to as the
Judgment
Currency
) other than the currency in which
such amounts are so owing (the
relevant currency
)
and the Trustee or the Noteholders, Receiptholders or, as the case may be,
Couponholders do not have an option to have such judgment or order of such
court expressed in the relevant currency, the relevant Issuer (failing which
the relevant Guarantor(s)) shall be liable, as a separate and independent
obligation, to indemnify and hold the Trustee and the Noteholders, Receiptholders
and Couponholders harmless against any deficiency arising or resulting from
any variation between (1) the rate of exchange applied in converting any
amount expressed in the relevant currency into the Judgment Currency for
the purposes of such judgment or order and (2) the rate of exchange of the
Judgment Currency for the relevant currency as at the date or dates of discharge
of the said judgment or order.
|
|
(B) |
If
as a result of any judgment expressed in a Judgment Currency as is referred
to in sub-clause (A) of this Clause and a variation in rates of exchange
as therein mentioned the amount
|
53
54
Address: | Fifth Floor | |||
100 Wood Street | ||||
London EC2V 7EX
|
||||
Telex: | 888 347 LAWDEB G | |||
Fax: | 020 7606 0643 | |||
Attention: | Manager, Trust Management |
or
at such other address as shall have been notified (in accordance with this
Clause) by the party in question to the other parties hereto for the purposes
of this Clause and any notice sent by post as provided in this Clause shall
be deemed to have been given, made or served 48 hours (in the case of inland
post) or 14 days (in the case of overseas post) after despatch and any notice
sent by telegram, cable, telex or facsimile copy as provided in this Clause
shall be deemed to have been given, made or served at the time of despatch
in the case of inland service or 24 hours thereafter in the case of international
service. In the case of a notice or demand to:
|
||
(a)
|
UCC,
a copy of such notice or demand shall, in addition, be given, made or served
hereunder to UNUS; and
|
|
(b)
|
any Issuer,
a copy of such notice or demand shall, in addition, be given, made or served
hereunder to each of the Guarantors.
|
|
33. |
Contracts
(Rights of Third Parties) Act 1999
|
|
|
THE
parties to this Trust Deed do not intend that any term of this Trust Deed
should be enforceable, by virtue of the Contracts (Rights of Third Parties)
Act 1999, by any person who is not a party to this Trust Deed.
|
|
34. |
Governing
Law
|
|
|
THESE
presents, the Notes, the Receipts and the Coupons shall be governed by and
construed, in accordance with English law and in relation to all claims
arising hereunder N.V., UCC and UNUS severally agree that the courts of
England are to have jurisdiction to settle any such claim and that accordingly
any suit, action or proceedings arising hereunder (together referred to
as
Proceedings
)
may be brought in such courts save that, in respect of Notes, Receipts and
Coupons issued under this Trust Deed which are denominated in the lawful
currency of Switzerland and in respect of which it is specified in the relevant
Pricing Supplement that such Notes are to be listed on the SWX Swiss Exchange,
each of the parties hereto irrevocably agrees, for the benefit only of the
Trustee and the holders of such Notes, Receipts or Coupons that the ordinary
courts of the Canton of Zurich, place of jurisdiction being Zurich 1, Switzerland,
shall have non-exclusive jurisdiction to hear and determine Proceedings.
Nothing contained in this Clause shall limit any right to take Proceedings
against N.V., UCC, UNUS or PLC in any other court of competent jurisdiction,
nor shall the taking of Proceedings in one or more
|
55
jurisdictions preclude
the taking of Proceedings in any other jurisdiction, whether concurrently or
not. Each of N.V., UCC and UNUS irrevocably agrees that any Proceedings in England
or any demand or any notice in respect of Notes may be made or served on it
by the same being posted in a prepaid registered or recorded delivery letter
addressed to it at the address set out in Clause 31 for the time being of PLC
(or at such other office as it may have notified in writing to the Trustee and
as the Trustee shall from time to time have approved) and marked for the attention
of the Joint Secretary of PLC or such other official of PLC as N.V., UCC or,
as the case may be, UNUS may have notified in writing to the Trustee and the
Trustee shall from time to time have approved.
|
IN WITNESS WHEREOF this Trust Deed has been executed as a deed by the parties hereto and is intended to be and is hereby delivered on the date first above written.
56
THE FIRST SCHEDULE
Form of Temporary Global Note
Series Number: [
]
Serial
Number: [ ]
1
[This
Note constitutes
2
[[commercial
paper]/[a shorter/a longer] term debt security] issued in accordance with regulations
made under section 4 of the Banking Act 1987. The issuer of this Note is [NAME
OF ISSUER], which is not an authorised institution or a European authorised
institution (as such terms are defined in the Banking Act 1987 (Exempt Transactions)
Regulations 1997). Repayment of the principal and payment of any interest or
premium in connection with this Note have been guaranteed by
3
[
],
[which is not] [none of which is] an authorised institution or a European authorised
institution.]
[ ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.] 4
[By accepting this obligation, the holder represents and warrants that it is not a United States person (other than an exempt recipient described in Section 6049(b)(4) of the Internal Revenue Code of the United States and the regulations thereunder) and that it is not acting for or on behalf of a United States person (other than an exempt recipient described in Section 6049(b)(4) of the Internal Revenue Code and the regulations thereunder).] 5
[NAME OF ISSUER]
( incorporated in 6 [ ] with limited liability )
TEMPORARY GLOBAL NOTE
1
Unless otherwise permitted,
text to be included for all Notes (including Notes denominated in sterling)
in respect of which the issue proceeds are accepted by the Issuer in the UK.
2
Include
commercial paper if Notes must be redeemed before their first anniversary.
Include shorter if Notes may not be redeemed before their first
anniversary but must be redeemed before their third anniversary. Include longer
if Notes may not be redeemed before their third anniversary.
3
Insert
names of Guarantor(s). If Unilever N.V. is a Guarantor then refer to Unilever
N.V., a company having its corporate seat in Rotterdam, The Netherlands.
4
Include
bracketed language on all Notes with maturities of more than 183 days.
5
Include
bracketed language on all Notes issued by Unilever Capital Corporation with
maturities of 183 days or less.
6
Insert
jurisdiction of incorporation of Issuer and, if Unilever N.V. is Issuer, include
and having its corporate seat in Rotterdam, The Netherlands .
57
representing up to
[
Aggregate
principal amount of Series
]
[
Title of Notes
]
irrevocably and unconditionally guaranteed by
1 [ ]
This Temporary Global Note is issued in respect of [ principal amount of Temporary Global Note ] in principal amount of an issue of [ aggregate principal amount of Series ] in aggregate principal amount of [ title of Notes ] (the Notes ) by [ NAME OF ISSUER ] (the Issuer ) and has the benefit of the guarantee of [ ] ( the Guarantor[s] ) contained in the Trust Deed as defined below. The Notes are constituted by a trust deed dated 22nd July, 1994 (the Trust Deed , which expression shall include any amendments or supplements thereto) made between the Issuer and the other parties named therein as issuers, the Guarantor[s] and the other parties named therein as guarantors and The Law Debenture Trust Corporation p.l.c. (the Trustee, which expression shall include any successor to The Law Debenture Trust Corporation p.l.c. in its capacity as such for the holders of Notes from time to time).
The Issuer for value received promises, all in accordance with the Conditions (as defined in the Trust Deed) and the pricing supplement (the Pricing Supplement ) prepared in relation to the Notes to pay to the bearer upon surrender hereof on [ maturity date ] [by [ ] [equal] successive [semi-annual/quarterly/other] instalments on the dates specified in the Conditions] 2 or on such earlier date as the same may become payable in accordance therewith the principal sum of [ denomination in words and numerals ] [(as reduced from time to time in accordance with the Conditions)] or such other redemption amount as may be specified therein [and to pay in arrear on the dates specified therein interest on such principal amount at the rate or rates specified therein] all subject to and in accordance with the Conditions.
Except as specified herein, the bearer of this Temporary Global Note is entitled to the benefit of the same obligations on the part of the Issuer as if such bearer were the bearer of the Notes represented hereby, and all payments under and to the bearer of this Temporary Global Note shall be valid and effective to satisfy and discharge the corresponding liabilities of the Issuer in respect of the Notes.
This Temporary Global Note is exchangeable in whole or in part for a permanent global note (the Permanent Global Note ) representing the Notes
1
Insert names of Guarantor(s).
2
Insert
only where Notes are Instalment Notes.
58
and in substantially the form (subject to completion) set out in the Second Schedule to the Trust Deed or, if so specified in the relevant Pricing Supplement, for definitive notes ( Definitive Notes ) in substantially the form (subject to completion) set out in the Third Schedule to the Trust Deed and/or if so specified in the relevant Pricing Supplement for registered notes ( Registered Notes ) in substantially the form (subject to completion) set out in the Fourth Schedule to the Trust Deed. An exchange for the Permanent Global Note or Definitive Notes will be made only on or after the fortieth day (the Exchange Date ) after the original issue date of the Notes and upon presentation or, as the case may be, surrender of this Temporary Global Note to ABN AMRO Bank N.V. as Principal Paying Agent, which expression shall include any successor to ABN AMRO Bank N.V. in its capacity as such at its specified office in relation to the Notes. If interests in a Temporary Global Note are exchanged for a Permanent Global Note as provided in this paragraph, interests in such Permanent Global Note may thereafter be exchanged for Definitive Notes or Registered Notes, as provided in the first sentence of this paragraph. An exchange for Registered Notes will be made at any time upon presentation or, as the case may be, surrender of this Temporary Global Note together with a list of the names and addresses of the person(s) to be registered holders of the Registered Notes and the size of their respective holdings to the Principal Paying Agent. No exchange of the Temporary Global Note shall take place except upon and to the extent of delivery (except to the extent that such exchange is for Registered Notes) to the Principal Paying Agent of a certificate or certificates issued by Euroclear Bank S.A./N.V. as operator of the Euroclear System or Clearstream Banking société anonyme or the operator of any other relevant clearing system and dated not earlier than the Exchange Date in substantially the form set out in Annex 1 hereto. Any Registered Notes shall be made available in exchange in accordance with the terms and conditions applicable to the Notes represented hereby and by the provisions of the Paying Agency Agreement dated 22nd July, 1994 made, inter alia, between the Issuer and the other parties named therein as Issuers, the Guarantor[s] and the other parties named therein as guarantors, the Trustee, the Principal Paying Agent and the various agents and the registrar named therein (which shall apply as if the bearer of this Global Note were the bearer of the Notes represented hereby).
[Payments of interest otherwise falling due before the Exchange Date will be made only upon presentation of the Temporary Global Note to the Principal Paying Agent at its specified office in relation to the Notes and upon or to the extent of delivery to the Principal Paying Agent of a certificate or certificates issued by Euroclear Bank S.A./N.V. as operator of the Euroclear System or Clearstream Banking société anonyme or the operator of any other relevant clearing system and dated not earlier than the relevant interest payment date in substantially the form set out in Annex II hereto.]
[On any occasion on which a payment of interest is made in respect of this Temporary Global Note, the Issuer shall procure that the same is noted on the Schedule hereto.]
59
On any occasion on which a payment of principal or redemption amount is made in respect of this Temporary Global Note or on which this Temporary Global Note is exchanged in whole or in part as aforesaid or on which Notes represented by this Temporary Global Note are to be cancelled, the Issuer shall procure that (i) the aggregate principal amount of the Notes in respect of which such payment is made (or, in the case of a partial payment, the corresponding part thereof) or which are delivered in definitive or registered form or which are to be cancelled and (ii) the remaining principal amount of this Temporary Global Note (which shall be the previous principal amount hereof less the amount referred to at (i) above) are noted on the Schedule hereto, whereupon the principal amount of this Temporary Global Note shall for all purposes be as most recently so noted.
This Temporary Global Note is governed by, and will be construed in accordance with, English law.
[The Issuer has, in the Trust Deed, agreed, for the benefit of the Trustee and the Holders of the Notes that the courts of England shall have jurisdiction to hear and determine any suit, action or proceedings which may arise out of or in connection with the Trust Deed or the Notes ( Proceedings ) and, for such purposes, irrevocably submitted to the jurisdiction of such courts. The Issuer has, in the Trust Deed, agreed that the process by which any Proceedings in England are begun may be served on it by being posted in a prepaid registered or recorded delivery letter addressed to it at the address set out in Clause 31 of the Trust Deed of Unilever PLC. Nothing contained herein or in the Trust Deed shall affect the right to serve process in any other manner permitted by law. The submission to the jurisdiction of the courts of England shall not (and shall not be construed so as to) limit the right of the Trustee or Holders of the Notes or any of them to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in any one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law preclude the taking of proceedings in any other jurisdiction.] 1
[The Issuer has, in the Trust Deed, agreed, for the benefit of the Trustee and the Holders of the Notes that the courts of England shall have jurisdiction to hear and determine any suit, action or proceedings which may arise out of or in connection with the Trust Deed or the Notes ( Proceedings ) and, for such purposes, irrevocably submitted to the jurisdiction of such courts, save that in respect of Notes issued under the Trust Deed which are denominated in the lawful currency of Switzerland and in respect of which it is specified in the relevant Pricing Supplement that such Notes are to be listed on the SWX Swiss Exchange, each of the parties hereto irrevocably agrees, for the benefit only of the Trustee and the holders of such Notes that the ordinary courts of the Canton of Zurich,
1 Insert where Issuer is not incorporated in England and Wales.
60
place of jurisdiction being Zurich 1, Switzerland, shall have non-exclusive jurisdiction to hear and determine Proceedings. The Issuer has, in the Trust Deed, agreed that the process by which any Proceedings in England are begun may be served on it by being posted in a prepaid registered or recorded delivery letter addressed to it at the address set out in Clause 31 of the Trust Deed of Unilever PLC. Nothing contained herein or in the Trust Deed shall affect the right to serve process in any other manner permitted by law. The submission to the jurisdiction of the courts of England shall not (and shall not be construed so as to) limit the right of the Trustee or Holders of the Notes or any of them to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in any one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law 1
This Temporary Global Note shall not be valid for any purpose until authenticated for and on behalf of ABN AMRO Bank N.V. as Principal Paying Agent.
AS WITNESS the manual signature[s] of [two directors] 2 [a duly authorised officer] on behalf of the Issuer.
[ NAME OF ISSUER ]
By: [manual
signature] and [
second
signatory where appropriate
]
(
duly
authorised
)
ISSUED in London as of [ ] [ ]
AUTHENTICATED
for
and on behalf of
ABN AMRO BANK N.V.
as Principal Paying Agent
without recourse, warranty or liability
By: [manual
signature]
(
duly
authorised
)
1 Insert where Notes are denominated in Swiss Francs and are to be listed on the SWX Swiss Exchange.
2 Applicable where Issuer is Unilever N.V.
61
THE SCHEDULE
Payments,
Delivery of Definitive Notes and/or Registered Notes,
Exchange for Permanent
Global Note and Cancellation of Notes
Date
of
payment, delivery or cancellation |
Amount
of
interest then paid |
Amount
of
principal or, as the case may be, redemption amount then paid |
Aggregate
principal amount of Definitive or Registered Notes then delivered |
Aggregate
principal amount of this Temporary Global Note then exchanged for the Permanent Global Note |
Aggregate
principal amount of Note then cancelled |
Remaining
principal amount of this Temporary Global Note |
Authorise
d
Signatory |
|
62
ANNEX I
[Form of certificate to be given in relation to exchanges of this Temporary Global Note for the Permanent Global Note or Definitive Notes:]
[ NAME OF ISSUER ]
[ Aggregate principal amount and title of Notes ]
This is to certify that, based solely on certifications we have received in writing, by tested telex or by electronic transmission from member organisations appearing in our records as persons being entitled to a portion of the principal amount set forth below (our Member Organisations ) substantially to the effect set forth in the Trust Deed dated 22nd July, 1994 as amended, restated or supplemented from time to time, as of the date hereof [ ] principal amount of the above-captioned Securities (i) is owned by persons that are not citizens or residents of the United States, domestic partnerships, domestic corporations or any estate or trust the income of which is subject to United States Federal income taxation regardless of its source ( United States persons ), (ii) is owned by United States persons that (a) are foreign branches of United States financial institutions (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v) ( financial institutions )) purchasing for their own account or for resale, or (b) acquired the Securities through and are holding through on the date hereof (as such terms acquired through and holding through are described in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(6)) foreign branches of United States financial institutions (and in either case (a) or (b), each such United States financial institution has agreed, on its own behalf or through its agent, that we may advise the issuer or the issuers agent that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) is owned by United States or foreign financial institutions for purposes of resale during the restricted period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and to the further effect that United States or foreign financial institutions described in clause (iii) above (whether or not also described in clause (i) or (ii)) have certified that they have not acquired the Securities for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions.
We further certify (i) that we are not making available herewith for exchange (or, if relevant, exercise of any rights or collection of any interest) any portion of the temporary global security excepted in such certifications and (ii) that as of the date hereof we have not received any notification from any of our Member Organisations to the effect that the statements made by such Member Organisations with respect to any portion of the part submitted herewith for exchange (or, if relevant, exercise of any rights or collection of any interest) are no longer true and cannot be relied upon as at the date hereof.
63
As used herein, United States means the United States of America (including the States and the District of Columbia); and its possessions include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands.
We understand that this certification is required in connection with certain tax laws and, if applicable, certain securities laws of the United States. In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certification is or would be relevant, we irrevocably authorise you to produce this certification to any interested party in such proceedings.
Dated: 1 [ ]
[ Euroclear Bank S.A./N.V./Clearstream, Luxembourg]
By: [authorised signature]
64
ANNEX II
[Form of certificate to be given in relation to payments of interest falling due before the Exchange Date:]
[ NAME OF ISSUER ]
[ Aggregate principal amount and title of Notes ]
This is to certify that, based solely on certifications we have received in writing, by tested telex or by electronic transmission from member organisations appearing in our records as persons being entitled to a portion of the principal amount set forth below (our Member Organisations ) substantially to the effect set forth in the Trust Deed dated 22nd July, 1994, as of the date hereof [ ] principal amount of the above-captioned Securities (i) is owned by persons that are not citizens or residents of the United States, domestic partnerships, domestic corporations or any estate or trust the income of which is subject to United States Federal income taxation regardless of its source ( United States persons ), (ii) is owned by United States persons that (a) are foreign branches of United States financial institutions (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v) ( financial institutions )) purchasing for their own account or for resale, or (b) acquired the Securities through and are holding through on the date hereof (as such terms acquired through and holding through and described in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(6)) foreign branches of United States financial institutions (and in either case (a) or (b), each such United States financial institution has agreed, on its own behalf or through its agent, that we may advise the issuer or the issuers agent that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) is owned by United States or foreign financial institutions for purposes of resale during the restricted period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and to the further effect that United States or foreign financial institutions described in clause (iii) above (whether or not also described in clause (i) or (ii)) have certified that they have not acquired the Securities for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions.
As used herein, United States means the United States of America (including the States and the District of Columbia); and its possessions include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands.
We further certify (i) that we are not making available herewith for exchange (or, if relevant, exercise of any rights or collection of any interest) any portion of the temporary global security excepted in such certifications and (ii) that as of the date hereof we have not received any notification from any of our Member Organisations to the effect that the
65
statements made by such Member Organisations with respect to any portion of the part submitted herewith for exchange (or, if relevant, exercise of any rights or collection of any interest) are no longer true and cannot be relied upon as at the date hereof.
We understand that this certification is required in connection with certain tax laws and, if applicable, certain securities laws of the United States. In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certification is or would be relevant, we irrevocably authorise you to produce this certification to any interested party in such proceedings.
Dated: 1 [ ]
[ Euroclear Bank S.A./N.V./Clearstream, Luxembourg ]
By: [authorised signature]
66
ANNEX III
[Form of account-holders certification referred to in preceding certificates:]
[ NAME OF ISSUER ]
[ Aggregate principal amount and title of Notes ]
This is to certify that as of the date hereof, and except as set forth below, the above-captioned Securities held by you for our account (i) are owned by persons that are not citizens or residents of the United States, domestic partnerships, domestic corporations or any estate or trust the income of which is subject to United States Federal income taxation regardless of its source ( United States persons ), (ii) are owned by United States person(s) that (a) are foreign branches of a United States financial institution (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v) ( financial institutions )) purchasing for their own account or for resale, or (b) acquired the Securities through and are holding through on the date hereof (as such terms acquired through and holding through are described in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(6)) foreign branches of United States financial institutions (and in either case (a) or (b), each such United States financial institution hereby agrees, on its own behalf or through its agent, that you may advise the issuer or the issuers agent that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) are owned by United States or foreign financial institution(s) for purposes of resale during the restricted period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and in addition if the owner of the Securities is a United States or foreign financial institution described in clause (iii) above (whether or not also described in clause (i) or (ii)) this is further to certify that such financial institution has not acquired the Securities for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions.
As used herein, United States means the United States of America (including the States and the District of Columbia); and its possessions include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands.
We undertake to advise you promptly by tested telex on or prior to the date on which you intend to submit your certification relating to the Securities held by you for our account in accordance with your operating procedures if any applicable statement herein is not correct on such date, and in the absence of any such notification it may be assumed that this certification applies as of such date.
This certification excepts and does not relate to [ ] of such interest in the above Securities in respect of which we are not able to certify and
67
as to which we understand exchange and delivery of definitive Securities (or, if relevant, exercise of any rights or collection of any interest) cannot be made until we do so certify.
We understand that this certification is required in connection with certain tax laws and, if applicable, certain securities laws of the United States. In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certification is or would be relevant, we irrevocably authorise you to produce this certification to any interested party in such proceedings.
Dated: 1 [ ]
[Account-holder] as or as agent for the beneficial owner of the Notes.
By: [authorised signature]
68
THE SECOND SCHEDULE
Form of Permanent Global Note
1 [This Note constitutes 2 [[commercial paper]/[a shorter/a longer] term debt security] issued in accordance with regulations made under section 4 of the Banking Act 1987. The issuer of this Note is [NAME OF ISSUER], which is not an authorised institution or a European authorised institution (as such terms are defined in the Banking Act 1987 (Exempt Transactions) Regulations 1997). Repayment of the principal and payment of any interest or premium in connection with this Note have been guaranteed by 3 [ ], [which is not] [none of which is] an authorised institution or a European authorised institution.]
Series Number: [ ] Serial Number: [ ]
[ANY UNITED STATES PERSON WHO (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.] 4
[By accepting this obligation, the holder represents and warrants that it is not a United States person (other than an exempt recipient described in Section 6049(b)(4) of the Internal Revenue Code of the United States and the regulations thereunder) and that it is not acting for or on behalf of a United States person (other than an exempt recipient described in Section 6049(b)(4) of the Internal Revenue Code and the regulations thereunder).] 5
[NAME
OF ISSUER]
(
incorporated
in
6
[
]
with limited liability
)
PERMANENT GLOBAL NOTE
in respect of
69
[ principal amount of Global Note ]
representing up to
[ Aggregate principal amount of Series ]
[ Title of Notes ]
unconditionally
and irrevocably guaranteed by
1
[
]
This Global Note is issued in respect of [ principal amount of Global Note ] in principal amount of an issue of [ aggregate principal amount of Series ] in aggregate principal amount of [ title of Notes ] (the Notes ) by [ NAME OF ISSUER ] (the Issuer ) and has the benefit of the guarantee (the Guarantee ) of [ ] (the Guarantor[s] ) contained in the Trust Deed as defined below. The Notes are constituted by a trust deed dated 22nd July, 1994 (the Trust Deed , which expression shall include any amendments or supplements thereto) made between the Issuer and the other parties named therein as issuers, the Guarantor[s] and the other parties named therein as guarantors and The Law Debenture Trust Corporation p.l.c. as trustee (the Trustee , which expression shall include any successor to The Law Debenture Trust Corporation p.l.c. in its capacity as such for the holders of the Notes from time to time).
The Issuer for value received promises, all in accordance with the Conditions (as defined in the Trust Deed) of the Notes and the pricing supplement (the Pricing Supplement ) prepared in relation to the Notes, to pay to the bearer upon surrender hereof on [ maturity date ] [by [ ] [equal] successive [semi-annual/quarterly/other] instalments on the dates specified in the Conditions] 2 or on such earlier date as the same may become payable in accordance therewith the principal sum of [ denomination in words and numeral ] [(as reduced from time to time in accordance with the Conditions)] or such other redemption amount as may be specified therein [and to pay in arrear on the dates specified therein interest on such principal amount at the rate or rates specified therein], all subject to and in accordance with the Conditions.
The bearer of this Global Note is entitled to the benefit of the same obligations on the part of the Issuer as if such bearer were the bearer of the Notes represented hereby, and all payments under and to the bearer of this Global Note shall be valid and effective to satisfy and discharge the corresponding liabilities of the Issuer in respect of the Notes.
70
If so specified in the relevant Pricing Supplement, this Global Note is exchangeable in whole (but not in part only) for definitive Notes ( Definitive Notes ) in substantially the form (subject to completion) set out in the Third Schedule to the Trust Deed and/or if so specified in the relevant Pricing Supplement for registered notes ( Registered Notes ) in substantially the form (subject to completion) set out in the Fourth Schedule to the Trust Deed upon the exercise of the relevant option by the bearer hereof and, unless otherwise specified in the relevant Pricing Supplement, at the cost of the Issuer. In order to exercise such option, the bearer hereof must, not less than forty-five days before the date upon which the delivery of such Definitive Notes or Registered Notes is required, deposit this Global Note with ABN AMRO Bank N.V. as principal paying agent (the Principal Paying Agent) which expression shall include any successor to ABN AMRO Bank N.V. in its capacity as such) at its specified office with the form of exchange endorsed hereon duly completed. This Global Note will, in any event, be exchangeable in whole, but not in part, (at the cost of the Issuer) for Definitive Notes and/or Registered Notes if any Note becomes due and repayable following an Event of Default (as defined in Condition 10A) and is not duly redeemed (and the funds required for such redemption are not available to the Principal Paying Agent for the purposes of affecting such redemption) by 6.00 p.m. (London time) on the thirtieth day after the time at which such Notes become immediately redeemable, or if either Euroclear Bank S.A./N.V. as operator of the Euroclear System or Clearstream Banking société anonyme or the operator of any other relevant clearing system should cease to operate as a clearing system (other than by reason of public holidays) or should announce an intention permanently to cease business, and it shall not be practicable to transfer the Notes to another clearing system within 90 days. Any Registered Notes shall be made available in exchange in accordance with the terms and conditions applicable to the Notes represented hereby and by the provisions of the Paying Agency Agreement dated 22nd July, 1994 made, inter alia, between the Issuer and the other parties named therein as issuers, the Guarantor[s] and the other parties thereto named as guarantors, the Trustee, the Principal Paying Agent and the various agents and the registrar named therein (which shall apply as if the bearer of this Global Note were the bearer of the Notes represented hereby).
[On any occasion on which a payment of interest is made in respect of this Global Note, the Issuer shall procure that the same is noted on the Schedule hereto.]
On any occasion on which a payment of principal or redemption amount is made in respect of this Global Note or on which this Global Note is exchanged as aforesaid or on which any Notes represented by this Global Note are to be cancelled, the Issuer shall procure that (i) the aggregate principal amount of the Notes in respect of which such payment is made (or, in the case of a partial payment, the corresponding part thereof) or which are delivered in definitive form or which are to be cancelled and (ii) the remaining principal amount of this Global Note (which shall be the previous principal amount hereof less the amount referred to at (i) above) are noted on the
71
Schedule hereto, whereupon the principal amount of this Global Note shall for all purposes be as most recently so noted.
Insofar as the Temporary Global Note by which the Notes were initially represented has been exchanged in part only for this Global Note and is then to be further exchanged as to the remaining principal amount or part thereof for this Global Note, then upon presentation of this Global Note to the Principal Paying Agent at its specified office in relation to the Notes and to the extent that the aggregate principal amount of such Temporary Global Note is then reduced by reason of such further exchange, the Issuer shall procure that (i) the aggregate principal amount of the Notes in respect of which such further exchange is then made and (ii) the new principal amount of this Global Note (which shall be the previous principal amount hereof plus the amount referred to at (i) above) are noted on the Schedule hereto, whereupon the principal amount of this Global Note shall for all purposes be as most recently noted.
This Global Note is governed by, and will be construed in accordance with, English law.
[The Issuer has, in the Trust Deed, agreed for the benefit of the Trustee and the Holders of the Notes that the courts of England shall have jurisdiction to hear and determine any suit, action, proceedings which may arise out of or in connection with the Trust Deed or the Notes ( Proceedings ) and, for such purposes, irrevocably submitted to the jurisdiction of such courts. The Issuer has, in the Trust Deed, agreed that the process by which any Proceedings in England are begun may be served on it by being posted in a prepaid registered or recorded delivery letter addressed to it at the address set out in Clause 31 of the Trust Deed for the time being of Unilever PLC. Nothing contained herein or in the Trust Deed shall affect the right to serve process in any other manner permitted by law. The submission to the jurisdiction of the courts of England shall not (and shall not be construed so as to) limit the right of the Trustee or the holders of the Notes or any of them to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in any one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law.] 1
[The Issuer has, in the Trust Deed, agreed for the benefit of the Trustee and the Holders of the Notes that the courts of England shall have jurisdiction to hear and determine any suit, action, proceedings which may arise out of or in connection with the Trust Deed or the Notes ( Proceedings ) and, for such purposes, irrevocably submitted to the jurisdiction of such courts, save that, in respect of Notes issued under the Trust Deed which are denominated in the lawful currency of Switzerland and
72
in respect of which it is specified in the relevant Pricing Supplement that such Notes are to be listed on the SWX Swiss Exchange, each of the parties hereto irrevocably agrees, for the benefit only of the Trustee and the holders of such Notes that the ordinary courts of the Canton of Zurich, place of jurisdiction being Zurich 1, Switzerland, shall have non-exclusive jurisdiction to hear and determine Proceedings. The Issuer has, in the Trust Deed, agreed that the process by which any Proceedings in England are begun may be served on it by being posted in a prepaid registered or recorded delivery letter addressed to it at the address set out in Clause 31 of the Trust Deed of Unilever PLC. Nothing contained herein or in the Trust Deed shall affect the right to serve process in any other manner permitted by law. The submission to the jurisdiction of the courts of England shall not (and shall not be construed so as to) limit the right of the Trustee or the Holders of the Notes or any of them to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in any one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law.] 1
This Global Note shall not be valid for any purpose until authenticated for and on behalf of ABN AMRO Bank N.V. as Principal Paying Agent.
AS WITNESS the manual signature[s] of [two directors] 2 [a duly authorised officer] on behalf of the Issuer.
[NAME OF ISSUER]
By: [manual
signature] and [
second
signatory where appropriate
]
(
duly
authorised
)
ISSUED in London as of [ ] [ ]
AUTHENTICATED
for
and on behalf of
ABN AMRO Bank N.V.
as Principal Paying Agent
without recourse, warranty or liability
By: [manual
signature]
(
duly
authorised
)
73
EXCHANGE NOTICE
............................................ , being the bearer of this Global Note at the time of its deposit with the Principal Paying Agent at its specified office for the purposes of the Notes, hereby exercises the option to have this Global Note exchanged in whole for [Notes in definitive/registered form/[ ] in aggregate principal amount of Notes in definitive form and [ ] in aggregate principal amount of Notes in registered form] and directs that such Notes in definitive form be made available for collection by it from the Principal Paying Agents specified office and that such Notes in registered form be made available in accordance with the terms and conditions applicable to the Registered Notes represented hereby and the Paying Agency Agreement.
..................................................................
By:
( duly authorised )
74
THE SCHEDULE
Payments,
Delivery of Definitive Notes and/or Registered Notes, further exchanges
of the Temporary Global Note and Cancellation of Notes
Date of
payment, delivery, further exchange of Temporary Global Note or cancellation |
Amount of
interest then paid |
Amount
of
principal or, as the case may be, redemption amount then paid |
Aggregate
principal amount of Definitive or Registered Notes then delivered |
Aggregate
principal amount of further exchanges of Temporary Global Note |
Current
principal amount of this Global Note |
Authorised
Signatures |
|
|
75
THE
THIRD SCHEDULE
Form
of Definitive Note (ISMA format)
PART A
1
[This
Note constitutes
2
[
[commercial
paper]/[a shorter/a longer] term debt security] issued in accordance with regulations
made under section 4 of the Banking Act 1987. The issuer of this Note is [NAME
OF ISSUER], which is not an authorised institution or a European authorised
institution (as such terms are defined in the Banking Act 1987 (Exempt Transactions)
Regulations 1997). Repayment of the principal and payment of any interest or
premium in connection with this Note have been guaranteed by
3
[
],
[which is not] [none of which is] an authorised institution or a European authorised
institution.]
[ On the face of the Notes:]
[ Denomination]
[ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.] 4
[By accepting this obligation, the holder represents and warrants that it is not a United States person (other than an exempt recipient described in Section 6049(b)(4) of the Internal Revenue Code of the United States and the regulations thereunder) and that it is not acting for or on behalf of a United States person (other than an exempt recipient described in Section 6049(b)(4) of the Internal Revenue Code and the regulations thereunder).] 5
76
[
UNILEVER
N.V., a company having its corporate seat in Rotterdam, The
Netherlands/UNILEVER PLC/UNILEVER CAPITAL CORPORATION]
1
[Aggregate
principal amount of Series]
[Title of Notes]
unconditionally and irrevocably guaranteed by
[UNILEVER
PLC/UNILEVER N.V., a company having its corporate seat in Rotterdam, The Netherlands/UNILEVER
N.V.,
a company having its corporate seat in Rotterdam, The Netherlands, UNILEVER
PLC
AND UNILEVER UNITED STATES, INC. on a joint and several basis]
1
This [ title of Notes ] forms one of a series of [ title of Notes ] (the Notes ) in an aggregate principal amount of [insert aggregate principal amount of series] issued by [Unilever N.V./Unilever PLC/Unilever Capital Corporation] as issuer (the Issuer ) and has the benefit of the guarantee of [Unilever PLC/Unilever N.V./Unilever N.V., Unilever PLC and Unilever United States, Inc. on a joint and several basis] 1 (the Guarantor contained in the trust deed defined below) and is issued pursuant to a trust deed (the Trust Deed which expression shall include any amendments or supplements thereto) dated 22nd July 1994 and made between, inter alios , the Issuer and the other companies named therein as issuers, the Guarantor and The Law Debenture Trust Corporation p.l.c., as trustee.
The Issuer for value received promises, all in accordance with the terms and conditions [endorsed hereon/attached hereto/incorporated by reference herein] and the Pricing Supplement referred to therein and prepared in relation to the Notes and the Trust Deed, to pay to the bearer upon surrender hereof on [maturity date] [by [ ] [equal] successive [semi-annual/quarterly/other] instalments on the dates specified in the Pricing Supplement] 2 or on such earlier date as the same may become payable in accordance therewith the principal amount of:
[denomination in words and numerals]
[(as reduced from time to time in accordance with such terms and conditions)] 2 or such other redemption amount as may be specified therein [and to pay in arrear on the dates specified therein interest on the principal amount hereof [(as reduced from time to time in accordance with such terms and conditions)] 2 at the rate or rates specified therein] 3 .
77
[Each transaction regarding this Note which involves physical delivery thereof shall be registered in accordance with the provisions of the agreement of 2nd February, 1987 on the subject of the adoption of a more precise uniform code of conduct regarding bearer savings certificates, entered into in connection with the Wet inzake spaarbewijzen (Savings Certificates Act) of 21st May, 1985 (the Agreement), unless this Note qualifies as commercial paper or as a certificate of deposit (as referred to in the Agreement) and the transaction is between a professional lender and a professional borrower.] 4
[This Note shall not] 5 [Neither this Note nor any of the interest coupons appertaining hereto shall] 6 be valid for any purpose until this Note has been authenticated for and on behalf of as principal paying agent.
This Note is governed by, and shall be construed in accordance with, English law.
AS WITNESS the facsimile signature[s] of [two directors] 7 [a duly authorised officer] on behalf of the Issuer.
[UNILEVER N.V./UNILEVER PLC/UNILEVER CAPITAL CORPORATION] 8
By: [manual
or facsimile signature]
(
duly
authorised
)
ISSUED in London as of [ ] [ ]
AUTHENTICATED
for
and on behalf of
ABN AMRO
Bank N.V.
as principal paying agent
without recourse, warranty or liability
By: [manual
signature]
(
duly
authorised
)
[Where no provision is made for separate coupons for the payment of interest the appropriate grid to record payments of principal and/or interest, as the case may be, should be included.]
78
[On the reverse of the Notes:]
TERMS AND CONDITIONS
[As set out in the Fifth Schedule and as amended by the relevant Pricing Supplement]
[ At the foot of the Terms and Conditions:]
PRINCIPAL PAYING AGENT
ABN
AMRO Bank N.V.
Herengracht 595
1017 CE Amsterdam
PAYING AGENTS
BNP PARIBAS
|
BNP
Paribas Luxembourg
10A boulevard Royal L-2093 Luxembourg |
HSBC
Bank plc
Mariner House
Pepys Street
London EC3N 4DA
79
PART B
Forms of Coupon
[ Attached to the Notes (interest-bearing, fixed rate and having Coupons):]
[ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.] 1
[By accepting this obligation, the holder represents and warrants that it is not a United States person (other than an exempt recipient described in Section 6049(b)(4) of the Internal Revenue Code of the United States and the regulations thereunder) and that it is not acting for or on behalf of a United States person (other than an exempt recipient described in Section 6049(b)(4) of the Internal Revenue Code and the regulations thereunder).] 2
[UNILEVER N.V., a company having its corporate seat in Rotterdam, The Netherlands/UNILEVER PLC/UNILEVER CAPITAL CORPORATION] 3
Unconditionally and irrevocably
guaranteed by
[UNILEVER PLC/UNILEVER
N.V., a company having its corporate seat in Rotterdam, The Netherlands/UNILEVER
N.V., a company having its corporate seat in Rotterdam, The Netherlands, UNILEVER
PLC AND UNILEVER UNITED STATES, INC. on a joint and several basis]
3
[ Amount and title of Notes ] [ Serial Number : ]
Coupon for [ ] due on [ ]
This Coupon is payable to bearer (subject to the terms and conditions [endorsed on/attached to/incorporated by reference to] the [title of Notes] (the Note ) to which this Coupon appertains and the pricing supplement referred to therein, which shall be binding on the Holder of this Coupon whether or not it is for the time being attached to such Note) at the office of the Principal Paying Agent or any of the Paying Agents set out on the reverse hereof (or any other or further paying agents and/or specified offices from time to time duly appointed and notified to the Noteholders).
80
[The Note to which this Coupon appertains may, in certain circumstances specified in such terms and conditions, fall due for redemption before the due date in relation to this Coupon. In such event, this Coupon will become void and no payment will be made in respect hereof.] 1
[ ]
[UNILEVER N.V./UNILEVER PLC/UNILEVER CAPITAL CORPORATION] 2
By: [manual
or facsimile signature]
(
duly
authorised
)
81
[On the reverse of each Coupon]
PRINCIPAL PAYING AGENT
ABN
AMRO Bank N.V.
Herengracht 595
1017 CE Amsterdam
PAYING AGENTS
BNP
PARIBAS
GIS Emetteurs Les Collines de lArche 92057 Paris La Défense |
BNP
Paribas Luxembourg
10A boulevard Royal L-2093 Luxembourg |
HSBC
Bank plc
Mariner House
Pepys Street
London EC3N 4DA
82
PART C
[Attached to the Notes (interest-bearing, floating rate and having Coupons):]
[ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.] 1
[By accepting this obligation, the holder represents and warrants that it is not a United States person (other than an exempt recipient described in Section 6049(b)(4) of the Internal Revenue Code of the United States and the regulations thereunder) and that it is not acting for or on behalf of a United States person (other than an exempt recipient described in Section 6049(b)(4) of the Internal Revenue Code and the regulations thereunder).] 2
[UNILEVER N.V., a company having its corporate seat in Rotterdam, The Netherlands/UNILEVER PLC/UNILEVER CAPITAL CORPORATION] 3
Unconditionally and irrevocably
guaranteed by
[UNILEVER PLC/UNILEVER
N.V., a company having its corporate seat in Rotterdam, The Netherlands/UNILEVER
N.V., a company having its corporate seat in Rotterdam, The Netherlands, UNILEVER
PLC AND UNILEVER UNITED STATES, INC. on a joint and several basis]
3
[Amount and title of Notes]
Coupon for the amount of interest due on [ ]
Such amount is payable (subject to the terms and conditions [endorsed on/attached to/incorporated by reference to] the [ title of Notes ] (the Notes ) to which this Coupon appertains and the pricing supplement referred to therein, which shall be binding on the Holder of this Coupon whether or not it is for the time being attached to such Note) at the office of the Principal Paying Agent or any of the Paying Agents set out on the reverse hereof (or any other or further paying agents and/or specified offices from time to time duly appointed and notified to the Noteholders).
[The Note to which this Coupon appertains may, in certain circumstances specified in such terms and conditions, fall due for redemption before the due date in relation to
83
this Coupon. In such event, this Coupon will become void and no payment will be made in respect hereof.] 1
[ ]
[UNILEVER N.V./UNILEVER PLC/UNILEVER CAPITAL CORPORATION] 2
By: [manual or facsimile
signature]
(
duly
authorised
)
84
[On the reverse of each Coupon:]
PRINCIPAL PAYING AGENT
ABN
AMRO Bank N.V.
Herengracht 595
1017 CE Amsterdam
PAYING AGENTS
BNP
PARIBAS
GIS Emetteurs Les Collines de lArche 92057 Paris La Défense |
BNP
Paribas Luxembourg
10A boulevard Royal L-2093 Luxembourg |
HSBC
Bank plc
Mariner House
Pepys Street
London EC3N 4DA
85
PART D
Form of Talon
[Attached to the Notes (interest-bearing and having Coupons or, as the case may be, being Instalment Notes):]
[ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.] 1
[By accepting this obligation, the holder represents and warrants that it is not a United States person (other than an exempt recipient described in Section 6049(b)(4) of the Internal Revenue Code of the United States and the regulations thereunder) and that it is not acting for or on behalf of a United States person (other than an exempt recipient described in Section 6049(b)(4) of the Internal Revenue Code and the regulations thereunder).] 2
[UNILEVER N.V., a company having its corporate seat in Rotterdam, The Netherlands/UNILEVER PLC/UNILEVER CAPITAL CORPORATION] 3
Unconditionally and irrevocably
guaranteed by
[UNILEVER PLC/UNILEVER
N.V., a company having its corporate seat in Rotterdam, The Netherlands/UNILEVER
N.V., a company having its corporate seat in Rotterdam, The Netherlands, UNILEVER
PLC AND UNILEVER UNITED STATES, INC. on a joint and several basis]
3
[ Amount and title of Notes ]
Talon for further [Coupons/Receipts] 3
After all the [Coupons/Receipts] appertaining to the Note to which this Talon appertains have matured, further [Coupons/Receipts] [(including a Talon for further [Coupons/Receipts])] will be issued at the specified office of the Principal Paying Agent or any of the Paying Agents set out on the reverse hereof (or any other or further paying agents and/or specified offices from time to time duly given in accordance with the terms and conditions [endorsed on/attached to/incorporated by reference to] the [ title of Notes ] (the Notes ) to which this Talon appertains and the pricing supplement referred to therein (which shall be binding on the Holder of this Talon whether or not it is for the time being attached to such Note) upon
86
production and surrender of this Talon. The initial Paying Agents and their specified offices are set out on the reverse hereof.
Under the said terms and conditions, such Notes may, in certain circumstances, fall due for redemption before the original due date for exchange of this Talon and in any such event this Talon shall become void and no exchange shall be made in respect hereof.
[ ]
[UNILEVER N.V./UNILEVER PLC/UNILEVER CAPITAL CORPORATION] 1
By: [manual or facsimile
signature]
(
duly
authorised
)
87
[On the reverse of each Talon:]
PRINCIPAL PAYING AGENT
ABN
AMRO Bank N.V.
Herengracht 595
1017 CE Amsterdam
PAYING AGENTS
BNP
PARIBAS
GIS Emetteurs Les Collines de lArche 92057 Paris La Défense |
BNP
Paribas Luxembourg
10Aboulevard Royal L-2093 Luxembourg |
HSBC
Bank plc
Mariner House
Pepys Street
London EC3N 4DA
88
PART E
Form of Receipt
[Attached to Instalment Notes:]
[ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.] 1
[By accepting this obligation, the holder represents and warrants that it is not a United States person (other than an exempt recipient described in Section 6049(b)(4) of the Internal Revenue Code of the United States and the regulations thereunder) and that it is not acting for or on behalf of a United States person (other than an exempt recipient described in Section 6049(b)(4) of the Internal Revenue Code and the regulations thereunder).] 2
[UNILEVER N.V., a company having its corporate seat in Rotterdam, The Netherlands/UNILEVER PLC/UNILEVER CAPITAL CORPORATION] 3
Unconditionally and irrevocably
guaranteed by
[UNILEVER PLC/UNILEVER
N.V., a company having its corporate seat in Rotterdam, The Netherlands/UNILEVER
N.V., a company having its corporate seat in Rotterdam, The Netherlands, UNILEVER
PLC AND UNILEVER UNITED STATES, INC. on a joint and several basis]
3
Receipt of the sum of [ ] being the instalment of principal payable in accordance with the terms and conditions [endorsed on/attached to/incorporated by reference to] the [ title of Notes ] (the Notes ) to which this Receipt appertains and the pricing supplement referred to therein (the Conditions ).
This Receipt is issued subject to and in accordance with the Conditions which shall be binding upon the Holder of this Receipt (whether or not it is for the time being attached to such Note) and is payable against presentation and surrender of this Receipt, at the office of the Principal Paying Agent or any of the Paying Agents set out on the reverse of the Note to which this Receipt appertains (or any other or further paying agents
89
and/or specified offices from time to time duly appointed and notified to the Noteholders).
This Receipt must be presented for payment together with the Note to which it appertains. If the Note to which this Receipt appertains shall have become due and payable on or before the maturity date of this Receipt, this Receipt shall become void and no payment shall be made in respect of it. The Issuer shall have no obligation in respect of this Receipt if it is presented without the Note to which it appertains.
[UNILEVER N.V./UNILEVER PLC/UNILEVER CAPITAL CORPORATION] 1
By: [facsimile signature]
(
duly
authorised
)
90
[On the reverse of each Receipt:]
PRINCIPAL PAYING AGENT
ABN
AMRO Bank N.V.
Herengracht 595
1017 CE Amsterdam
PAYING AGENTS
BNP
PARIBAS
GIS Emetteurs Les Collines de lArche 92057 Paris La Défense |
BNP
Paribas Luxembourg
10A boulevard Royal L-2093 Luxembourg |
HSBC
Bank plc
Mariner House
Pepys Street
London EC3N 4DA
91
THE
FOURTH SCHEDULE
Form of Registered
Note
Series Number: [ ] Serial Number: [ ]
1 [This Note constitutes 2 [[commercial paper]/[a shorter/a longer] term debt security] issued in accordance with regulations made under section 4 of the Banking Act 1987. The issuer of this Note is [NAME OF ISSUER], which is not an authorised institution or a European authorised institution (as such terms are defined in the Banking Act 1987 (Exempt Transactions)Regulations 1997). Repayment of the principal and payment of any interest or premium in connection with this Note have been guaranteed by 3 [ ], [which is not] [none of which is] an authorised institution or a European authorised institution.]
THIS NOTE IS NOT BEING REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT ). THE HOLDER HEREOF, BY PURCHASING THIS NOTE AGREES FOR THE BENEFIT OF THE ISSUER THAT THIS NOTE MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1) TO THE ISSUER, (2) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT, PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, AND TO WHOM NOTICE HAS BEEN GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION IN ACCORDANCE WITH RULE 144 OR 145 OR REGULATION S UNDER THE SECURITIES ACT.
[UNILEVER N.V., a company having its corporate seat in Rotterdam, The Netherlands/UNILEVER PLC/UNILEVER CAPITAL CORPORATION]
[Aggregate principal amount of Series]
[Title of Notes]
unconditionally and irrevocably guaranteed by
[UNILEVER PLC/UNILEVER N.V., a company having its corporate seat in Rotterdam, The Netherlands/UNILEVER N.V., a company having its corporate
92
seat in Rotterdam, The Netherlands, UNILEVER PLC AND UNILEVER UNITED STATES, INC. on a joint and several basis] 1
This [ title of Notes ] forms one of a series of [ title of Notes ] (the Notes ) in an aggregate principal amount of [insert aggregate principal amount of series] issued by [Unilever N.V./Unilever PLC/Unilever Capital Corporation] (the Issuer ) and has the benefit of the Guarantee of [Unilever PLC/Unilever N.V./Unilever N.V., Unilever PLC and Unilever United States, Inc. on a joint and several basis] 4 (the Guarantor ) in the trust deed defined below and issued pursuant to a trust deed (the Trust Deed , which expression shall include any amendments or supplements thereto) dated as of 22nd July 1994 and made between, inter alios, the Issuer, the Guarantor and The Law Debenture Trust Corporation p.l.c. as trustee.
The Issuer for value received promises, all in accordance with the Conditions (as defined in the Trust Deed) and the Pricing Supplement referred to therein and prepared in relation to the Notes and the Trust Deed, to pay to
of
(being the person registered in the register referred to below or, if more than one person is so registered, the first-named of such persons) [on [maturity date] or] on such [earlier] date as the same may become payable in accordance therewith the principal sum of:
[denomination in words and numerals]
[(as reduced from time to time in accordance with such terms and conditions)] 2 or such other redemption amount as may be specified therein [and to pay in arrear on the dates specified therein interest on the principal amount hereof [(as reduced from time to time in accordance with such terms and conditions)] 2 at the rate or rates specified therein] 3 .
This Note is evidence of entitlement only. Title to the Notes passes only on due registration in the Register maintained by
93
[ ] 1 as registrar, and only the duly registered Holder or if more than one person is so registered, the first person so registered is entitled to payment in respect of this [title of the Notes].
2 [This Note constitutes 3 [[commercial paper]/[a shorter/a longer] term debt security] issued in accordance with regulations made under section 4 of the Banking Act 1987. The issuer of this Note is [NAME OF ISSUER], which is not an authorised institution or a European authorised institution (as such terms are defined in the Banking Act 1987 (Exempt Transactions) Regulations 1997). Repayment of the principal and payment of any interest or premium in connection with this Note have been guaranteed by 4 [ ], [which is not] [none of which is] an authorised institution or a European authorised institution.]
This Note is governed by, and shall be construed in accordance with, English law.
This Note shall not be valid for any purpose until this Note has been authenticated for and on behalf of [ ], as registrar.
AS WITNESS the facsimile signature[s] of [two directors] 5 [a duly authorised officer] on behalf of the Issuer.
By: [manual or facsimile
signature]
(
duly
authorised
)
ISSUED in London as of [ ] [ ]
AUTHENTICATED
for
and on behalf of
[
]
as registrar without recourse,
warranty or liability
By: [manual signature]
(duly authorised)
94
FORM OF TRANSFER
FOR VALUE RECEIVED______________________________________
, being the registered Holder of this [
title
of Notes
], hereby transfers
to
____________________________________
of
___________________________________________
in principal amount of this Note and irrevocably requests and authorises
[
]
1
,
in its capacity as registrar in relation to the Notes (or any successor to [
]
1
, in its capacity as such)
to effect the relevant transfer by means of appropriate entries in the register
kept by it.
Dated: ____________________________________
By:
(duly
authorised)
Notes:
The signature to this form of transfer must correspond with the name of the registered Holder as it appears on the face of this Note.
(i)
|
A representative
of such registered Holder should state the capacity in which he signs e.g.
executor.
|
(ii)
|
The signature
of the person effecting a transfer shall conform to any list of duly authorised
specimen signatures supplied by the registered Holder or be certified by
a recognised bank, notary public or in such manner as the Registrar may
require.
|
(iii)
|
Any transfer
of Notes shall be for such amounts or such multiples of the currency of
denomination as may be specified in the relevant Pricing Supplement.
|
95
THE FIFTH SCHEDULE
Terms and Conditions of the Notes
The following is the text of the terms and conditions of the Notes which (subject to completion and amendment) will be applicable to each Tranche of Notes provided, however, that the relevant Pricing Supplement in relation to any Tranche of Notes may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with these terms and conditions, replace the following terms and conditions for the purposes of such Tranche of Notes.
The Notes are constituted by a trust deed dated 22nd July, 1994 (the Trust Deed , which expression shall include any amendments or supplements thereto or any restatement thereof) made between Unilever N.V. ( N.V. ), Unilever PLC ( PLC ) and Unilever Capital Corporation ( UCC ) (the Issuers and each an Issuer , which expression shall include any Group Company (as defined below) which becomes an Issuer as contemplated by Condition 15), N.V., PLC and Unilever United States, Inc. ( UNUS ) as guarantors of the Notes as hereinafter described (the Guarantors ) and The Law Debenture Trust Corporation p.l.c. (the Trustee , which expression shall include any successor to The Law Debenture Trust Corporation p.l.c. in its capacity as such) as trustee for the holders of each Series of the Notes (the Noteholders ). Pursuant to the Trust Deed, the Notes issued by (i) N.V. are guaranteed unconditionally and irrevocably by PLC, (ii) PLC are guaranteed unconditionally and irrevocably by N.V., and (iii) UCC are guaranteed unconditionally and irrevocably on a joint and several basis by N.V., PLC and UNUS.
Certain statements herein are summaries of, and are subject to, the detailed provisions of the Trust Deed, which includes the form of the Notes and of the interest coupons, if any, appertaining to the Notes (the Coupons ) and the receipts, if any, in respect of instalments of principal (the Receipts ). The Notes, the Coupons and the Receipts also have the benefit of a Paying Agency Agreement dated 22nd July, 1994 (the Paying Agency Agreement , which expression shall include any amendments or supplements thereto or any restatement thereof) made between N.V., PLC, UCC and UNUS in their capacities as Issuers and Guarantors, ABN AMRO Bank N.V. as principal paying agent (the Principal Paying Agent , which expression shall include any successor to ABN AMRO Bank N.V. in its capacity as such and any substitute or additional principal paying agent appointed in accordance with the Paying Agency Agreement) and as principal registrar (the Principal Registrar , which expression shall include any successor to ABN AMRO Bank N.V. in its capacity as such), the paying agents named therein (the Paying Agents , which expression shall, unless the context otherwise requires, include the Principal Paying Agent and any substitute or additional paying agents appointed in accordance with the Paying Agency Agreement) and the Trustee. Noteholders and the holders of the Coupons (the Couponholders ) and the holders of Receipts (the Receiptholders ) are entitled to the benefit of, are bound by, and are deemed to have notice of, all the provisions of the Trust Deed and the Paying Agency Agreement. Copies of the Trust Deed and the Paying Agency Agreement are available for inspection during normal business hours at the registered office for the time being of the Trustee (being at the date of this Information Memorandum at Fifth Floor, 100 Wood Street, London EC2V 7EX) and at the specified office of each of the Paying Agents and the Registrars (as defined in Condition 5(b)).
The Notes are issued in series (each a Series ), and each Series may comprise one or more tranches ( Tranches and each a Tranche ) of Notes. Each Tranche will be the subject of a pricing supplement (a Pricing Supplement ) prepared by, or on behalf of, the Issuer a copy of which will, in the case of a Tranche of Notes which is to be listed on the Official List of the UK Listing Authority (the UKLA ) and/or the Official Segment of the stock market of Euronext Amsterdam N.V. ( Euronext Amsterdam ), be lodged with the UKLA and the London Stock Exchange and/or Euronext Amsterdam and be available for inspection at the specified office of each of the Paying Agents appointed in respect of such Notes or, as the case may be, the Registrar and, in the case of a Tranche of Notes which is not to be listed on the Official List of the UKLA or Euronext Amsterdam or any other stock exchange, a copy of which will only be available for inspection at the specified office of each of the Paying Agents appointed in respect of such Notes or, as the case may be, the Registrar by a Holder (as defined in Condition 5(a)) or, as the case may be, a Relevant Account Holder (as defined in the Trust Deed) in respect of such Notes.
In these Terms and Conditions, unless otherwise expressly stated, references to Notes are to Notes of the relevant Series (and, where the context permits, shall be deemed to include Receipts appertaining to such Notes), references to Receipts are references to Receipts appertaining to Notes of the relevant Series, references to Coupons are to Coupons appertaining to Notes of the relevant Series, references to
96
the Issuer are to the Issuer of such Notes, references to the Guarantor(s) are references to the Guarantor or Guarantors (as the case may be) of such Issuers obligations under such Notes and references to the Paying Agents are references to the Paying Agents appointed in respect of such Notes. Subject thereto, capitalised terms shall, unless defined herein, have the meanings ascribed thereto in the Trust Deed.
1. FORM AND DENOMINATION
(a) Notes are issued in bearer form or in registered form, as specified in the relevant Pricing Supplement. This Note is a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, a Variable Coupon Amount Note, a High Interest Note, a Low Interest Note, a Step-up Note or a Step-down Note depending upon the Interest Basis shown on its face, and a Fixed Redemption Amount Note or a Variable Redemption Amount Note depending on the Redemption Basis shown on its face. All payments in respect of this Note shall be made in the currency shown on its face unless it is stated on its face to be a Dual Currency Note (which for the purposes of these Terms and Conditions shall include Reverse Dual Currency Notes, Optional Dual Currency Notes, and any other Note in respect of which payments shall or may, at the option of the Issuer or any Holder, be made in more than one currency), in which case payments shall or may be made at the option and on the basis stated in the relevant Pricing Supplement.
Form of Bearer Notes
(b) Each Tranche of Notes issued in bearer form ( Bearer Notes ) will be represented upon issue by a temporary global note (a Temporary Global Note ) in substantially the form (subject to amendment and completion) scheduled to the Trust Deed. On or after the date (the Exchange Date ) which is 40 days after the completion of distribution of the Notes of the relevant Tranche and provided certification as to the beneficial ownership thereof as required by U.S. Treasury regulations (in the form set out in the Temporary Global Note or such other form as may replace it) has been received, interests in the Temporary Global Note may be exchanged for:
(i)
|
interests
in a permanent global note (a
Permanent
Global Note
) representing the Notes of that
Tranche and in substantially the form (subject to amendment and completion)
scheduled to the Trust Deed; or
|
|
(ii)
|
definitive
Notes in bearer form (
Definitive
Notes
) which will be serially numbered and
in substantially the form (subject to amendment and completion) scheduled
to the Trust Deed and, in the case of a Series comprising both Bearer Notes
and Notes in registered form (
Registered Notes
),
Registered Notes in global or definitive form.
|
If interests in the Temporary Global Note are exchanged for interests in a Permanent Global Note pursuant to clause (i) above, interests in such Permanent Global Note may thereafter be exchanged for Notes described in clause (ii) above.
Each exchange of an interest in a Temporary Global Note for an interest in a Permanent Global Note or for a Definitive Note, and each exchange of an interest in a Permanent Global Note for a Definitive Note, shall be made outside the United States.
(c) If any date on which a payment of interest is due on the Notes of a Tranche occurs while any of the Notes of that Tranche are represented by the Temporary Global Note, the related interest payment will be made on the Temporary Global Note only to the extent that certification as to the beneficial ownership thereof as required by U.S. Treasury regulations (in the form set out in the Temporary Global Note or such other form as may replace it) has been received by Euroclear Bank S.A./N.V., as operator of the Euroclear System ( Euroclear ), Clearstream Banking, société anonyme ( Clearstream, Luxembourg ) or any other relevant clearing system. Payments of principal or interest (if any) on a Permanent Global Note will be made through Euroclear or Clearstream, Luxembourg without any requirement for certification.
(d) If so specified in the relevant Pricing Supplement, interests in a Permanent Global Note will be exchangeable in whole (but not in part only), at the option of the Holder of such Permanent Global Note and, unless otherwise specified in the relevant Pricing Supplement, at the Issuers cost, for Definitive Notes and/or (in the case of a Series comprising both Bearer and Registered Notes) Registered Notes in global or definitive form. In order to exercise such option, the Holder must, not less than 45 days before the date on which delivery of Definitive Notes or, as the case may be, Registered Notes in global or definitive form is required, deposit the relevant Permanent
97
Global Note with the Principal Paying Agent with the form of exchange notice endorsed thereon duly completed. Interests in a Permanent Global Note will, in any event, be exchangeable in whole (but not in part only) at the cost of the Issuer, for Definitive Notes and/or, as the case may be, Registered Notes (i) if any Note of the relevant Series becomes due and repayable following a Default (as defined in Condition 10A), or (ii) if either Euroclear or Clearstream, Luxembourg or any other relevant clearing system should cease to operate as a clearing system (other than by reason of public holiday) or should announce an intention permanently to cease business and it shall not be practicable to transfer the relevant Notes to another clearing system within 90 days.
(e) Interest-bearing Definitive Notes will, if so specified in the relevant Pricing Supplement, have endorsed thereon a grid for the recording of the payment of interest or have attached thereto at the time of their initial delivery Coupons presentation of which will be a prerequisite to the payment of interest in certain circumstances specified below. Interest-bearing Definitive Notes, if specified in the relevant Pricing Supplement as having Coupons attached, will also, if so specified in the relevant Pricing Supplement and shall, in the case of such Undated Notes (as defined in Condition 7(b)) or long-dated Notes, have attached thereto, at the time of their initial delivery, a talon (a Talon ) for further coupons and the expression Coupons shall, where the context so permits, include Talons. Definitive Notes, the principal amount of which is repayable by instalments ( Instalment Notes ), will have endorsed thereon a grid for recording the repayments of principal or have attached thereto at the time of their initial delivery Receipts presentation of which will be a prerequisite to the repayment of the relevant instalment in certain circumstances specified below.
(f) The following legend will appear on all Bearer Notes with maturities of more than 183 days and (in the case of Definitive Notes) on Receipts, Coupons and Talons appertaining thereto:
Any United States person (as defined in the Internal Revenue Code of the United States) who holds this obligation will be subject to the limitations under the United States income tax laws, including the limitations provided in Sections 165(j) and 1287(a) of the Internal Revenue Code.
The Internal Revenue Code sections referred to above provide that United States holders, with certain exceptions, will not be entitled to deduct any loss on Notes, Receipts or Coupons and will not be entitled to capital gains treatment in respect of any gain recognised on any sale, disposition, redemption or payment of principal in respect of Notes, Receipts or Coupons.
The following legend will appear on Notes issued by Unilever Capital Corporation with maturities of 183 days or less and (in the case of Definitive Notes) on Receipts, Coupons and Talons appertaining thereto:
By accepting this obligation, the holder represents and warrants that it is not a United States person (other than an exempt recipient described in Section 6049(b) (4) of the Internal Revenue Code of the United States and the regulations thereunder) and that it is not acting for or on behalf of a United States person (other than an exempt recipient described in Section 6049(b) (4) of the Internal Revenue Code and the regulations thereunder).
Form of Registered Notes
(g) Registered Notes will be in substantially the form (subject to amendment and completion) scheduled to the Trust Deed. Registered Notes will not be exchangeable for Bearer Notes. Notes purchased in a private placement in the United States will be Registered Notes. Registered Notes in global form ( DTC Notes ) may be deposited with The Depository Trust Company ( DTC ) in New York.
Denomination of Bearer Notes
(h) Subject to any then applicable legal and regulatory requirements, Bearer Notes will be in the denomination or denominations (each of which denominations must be integrally divisible by each smaller denomination) specified in the relevant Pricing Supplement; provided, however, that in the case of Bearer Notes issued by Unilever Capital Corporation with a maturity of 183 days or less, the minimum denomination for a Definitive Note or an interest in a Global Note shall be U.S.$500,000 (or the equivalent thereof at exchange rates applicable on the issue date of such Note). Bearer Notes of one
98
denomination will not be exchangeable, after their initial delivery, for Bearer Notes of any other denomination.
Denomination of Registered Notes
(i) Subject to any then applicable legal and regulatory requirements, Registered Notes will be in the minimum denomination specified in the relevant Pricing Supplement or integral multiples thereof. Registered Notes sold pursuant to Section 4(2) of the United States Securities Act of 1933 as amended (the Securities Act ) will be subject to a minimum denomination of U.S.$500,000.
Currency of Notes
(j) Notes may be denominated in any currency (including, without limitation, the euro (as defined in Condition 8D(3)) subject to compliance with all applicable legal or regulatory requirements.
References to Notes
(k) For the purposes of these Terms and Conditions, references to Notes shall, as the context may require, be deemed to be to Temporary Global Notes, Permanent Global Notes, Definitive Notes, Registered Notes or, as the case may be, DTC Notes.
The Depository Trust Company
(l) Registered Notes denominated in United States Dollars will, if so specified in the relevant Pricing Supplement, be the subject of an application by the Issuer to DTC for the acceptance of such Registered Notes in global form into DTCs book-entry settlement system. If such application is accepted, one or more such DTC Notes in denominations equivalent in aggregate to the aggregate principal amount of relevant Registered Notes which are to be held in such system will be issued to and deposited with, or on behalf of, DTC and registered in the name of Cede & Co., or such other person as may be nominated by DTC for the purpose, as nominee for DTC provided that no DTC Note may have a denomination of more than U.S.$400,000,000 and that, subject to such restriction, DTC Notes will always be issued in the largest possible denomination. Thereafter, such registered nominee will be the holder of record and entitled to rights in respect of each DTC Note. Accordingly, each person having a beneficial interest in a DTC Note must rely on the procedures of the participants having accounts with DTC (the Participants ) to exercise any rights of such person. So long as Registered Notes are traded through DTCs book-entry settlement system, ownership of the beneficial interest in the relevant DTC Note will (unless otherwise required by applicable law or regulatory requirement) be shown in, and transfers of such beneficial interest may be effected only through, records maintained by (i) DTC or its registered nominee (as to participant-interests as defined in DTCs Rules and Regulations), or (ii) Participants having accounts with DTC, unless and until such time as definitive Registered Notes may be issued as described below.
DTC is a limited-purpose trust company organised under the New York Banking Law, a banking organisation within the meaning of the New York Banking Law, a member of the Federal Reserve System, a clearing corporation within the meaning of the New York Uniform Commercial Code, and a clearing agency registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended (the Exchange Act ). DTC holds securities that its Participants deposit with DTC. DTC also facilitates the clearance and settlement among Participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerised book-entry changes in Participants accounts, thereby eliminating the need for physical movement of securities certificates. Direct Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organisations. DTC is owned by a number of its direct Participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc., and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as securities brokers and dealers, banks and trust companies that clear through or maintain a custodial relationship with a direct Participant, either directly or indirectly ( Indirect Participants ). The Rules applicable to DTC and its Participants are on file with the United States Securities and Exchange Commission.
99
Pursuant to procedures established by DTC (i) upon issuance of the DTC Notes, DTC will credit the accounts of designated Participants with the principal amounts of Registered Notes purchased, and (ii) ownership of beneficial interests in the DTC Notes will be shown in, and the transfer of that ownership will be effected only through, records maintained by DTC (with respect to the Participants interests), Participants and Indirect Participants. The laws of some states require that certain persons take physical delivery in definitive form of securities which they own. Consequently, the ability to transfer beneficial interests in the DTC Notes will be limited to such extent.
Upon receipt of any payment with respect to the Registered Notes, DTC will credit immediately the accounts of the Participants with such payment in amounts proportionate to their respective holdings in principal amount of interests in the DTC Notes as shown in the records of DTC. Payments by Participants and Indirect Participants to owners of beneficial interests in the DTC Notes in respect thereof will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in street name , and will be the responsibility of the Participants or Indirect Participants.
Registered Notes in definitive form will be issued to holders of interests in the DTC Notes if: (i) DTC notifies the Issuer that it is unwilling or unable to continue as holder with respect to the DTC Notes or if at any time it ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor is not appointed by the Issuer within 90 days; (ii) an Event of Default under the Trust Deed occurs and is continuing; or (iii) at any time the Issuer in its sole discretion determines that definitive Registered Notes shall be issued.
Although DTC has agreed to the foregoing procedures in order to facilitate transfers of interests in the DTC Notes among Participants, it is under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. None of the Issuers, Guarantors, other Group Companies (as hereinafter defined), the Trustee, the Registrar or any Paying Agent will have any responsibility for the performance by DTC or the Participants or the Indirect Participants of their respective obligations under the rules and procedures governing their operations.
2. STATUS OF THE NOTES
Subject to Condition 4, the Notes constitute direct, unconditional and unsecured obligations of the Issuer and (subject as aforesaid) rank and will rank pari passu without any preference among themselves with all other present and future unsecured and unsubordinated obligations of the Issuer (other than obligations preferred by law).
3. STATUS OF THE GUARANTEE
Subject to Condition 4, the obligations of the Guarantor(s) under the guarantee(s) constitute unsecured obligations of such Guarantor(s) and (subject as aforesaid) rank and will rank (subject to any obligations preferred by law) pari passu with all other present and future unsecured and unsubordinated obligations of such Guarantor(s).
4. NEGATIVE PLEDGE
So long as any Notes remain outstanding (as defined in the Trust Deed), neither N.V. nor PLC will create or have outstanding any mortgage, charge, lien, pledge or other security interest upon the whole or any substantial part of its undertaking or assets (including any uncalled capital), present or future, to secure any Indebtedness of any person (or any guarantee or indemnity given in respect thereof) unless the Notes and the Coupons shall be secured by such mortgage, charge, lien, pledge or other security interest equally and rateably therewith in the same manner or in a manner satisfactory to the Trustee or such other security for the Notes and Coupons shall be provided as the Trustee shall, in its absolute discretion, deem not less beneficial to the Noteholders or as shall be approved by an Extraordinary Resolution (as defined in the Trust Deed) of Noteholders provided that the restriction contained in this Condition shall not apply to:
(i)
|
any mortgage,
charge, lien, pledge or other security interest arising solely by mandatory
operation of law; and
|
100
(ii)
|
any security
over assets of N.V. or, as the case may be, PLC arising pursuant to the
Algemene
Voorwaarden
(general terms and conditions) of the
Nederlandse Vereniging van Banken
(Dutch Bankers Association) and/or similar terms applied by financial
institutions, if and insofar as applicable.
|
For the purposes of this Condition:
Indebtedness means any loan or other indebtedness in the form of, or represented by, bonds, notes, debentures or other securities which at the time of issue thereof either is, or is intended to be, quoted, listed or ordinarily dealt in on any stock exchange, over-the-counter or other recognised securities market and which by its terms has an initial stated maturity of more than one year; and
substantial means, in relation to each of N.V. and PLC, an aggregate amount equal to or greater than 25 per cent. of the aggregate value of the fixed assets and current assets of N.V., PLC and their group companies (being those companies required to be consolidated in accordance with Netherlands and United Kingdom legislative requirements relating to consolidated accounts) (the Unilever Group , and any company within the Unilever Group being referred to herein as a Group Company ), such value and such assets being determined by reference to the then most recently published audited consolidated balance sheet of the Unilever Group. A report by the Auditors (as defined in the Trust Deed) that, in their opinion, (1) the amounts shown in a certificate provided by N.V. and PLC (showing the fixed assets and current assets of the relevant part and those fixed assets and current assets expressed as a percentage of the fixed assets and current assets of the Unilever Group) have been accurately extracted from the accounting records of the Unilever Group, and (2) the percentage of the fixed assets and current assets of that part to the fixed assets and the current assets of the Unilever Group has been correctly calculated, shall, in the absence of manifest error, be conclusive evidence of the matters to which it relates.
5. TITLE
(a) Title to Bearer Notes and Coupons will pass by delivery. References herein to the Holders of Bearer Notes, Receipts or Coupons signify the bearers of such Bearer Notes, Receipts or such Coupons.
(b) Title to Registered Notes will pass by registration in the register which is kept by the registrar specified in the relevant Pricing Supplement in relation to the relevant Series of Registered Notes (the Registrar). References herein to the Holders of Registered Notes are to the persons in whose names such Registered Notes are so registered in the relevant register.
(c) The Issuer, the Guarantor(s), the Trustee, the Paying Agents and the Registrar may deem and treat the Holder of any Bearer Note, Receipt, Coupon or Registered Note as the absolute owner thereof (whether or not such Note, Receipt or Coupon shall be overdue and notwithstanding any notice of any previous loss or theft thereof or any express or constructive notice of any claim by any other person of any interest therein other than, in the case of a Registered Note, a duly executed transfer of such Note in the form endorsed thereon) for the purpose of making payments and for all other purposes.
Transfer of Registered Notes
(d) A Registered Note may, upon the terms and subject to the conditions set forth in the Paying Agency Agreement, be transferred in whole or in part only (provided that such part is, or is an integral multiple of, the minimum denomination specified in the relevant Pricing Supplement) upon the surrender of the Registered Note to be transferred, together with the form of transfer endorsed on it duly completed and executed, at the specified office of the Registrar. A new Registered Note will be issued to the transferee and, in the case of a transfer of part only of a Registered Note, a new Registered Note in respect of the balance not transferred will be issued to the transferor.
Exchange of Bearer Notes for Registered Notes
(e) If so specified in the relevant Pricing Supplement, the Holder of any Bearer Notes may exchange the same for the aggregate principal amount of Registered Notes upon the terms and subject to the conditions and regulations set forth in the Paying Agency Agreement. In order to exchange a Bearer Note for a Registered Note, the Holder thereof shall surrender such Bearer Note at
101
the specified office outside the United States of the Principal Paying Agent or of the Registrar together with a written request for the exchange. Each Bearer Note so surrendered must be accompanied by all unmatured Coupons appertaining thereto other than the Coupon in respect of the next payment of interest falling due after the exchange date (as defined in Condition 5(h)) where the exchange date would, but for the provisions of Condition 5(g) occur between the Record Date (as defined in Condition 8B(3)), for such payment of interest and the date on which such payment of interest falls due.
General Provisions relating to Transfer and Exchange
(f) Each new Registered Note to be issued upon the transfer of a Registered Note or the exchange of a Bearer Note for a Registered Note will, within three Relevant Banking Days (as defined below) of the transfer date or, as the case may be, the exchange date and upon the effective receipt of such form of transfer or written request for exchange by the Registrar at its specified office or, in the case of a written request for exchange made to the Principal Paying Agent, by the Principal Paying Agent at its specified office, be available for delivery at the specified office of the Registrar or, as the case may be, the Principal Paying Agent.
(g) No Holder may require the transfer of a Registered Note to be registered or a Bearer Note to be exchanged for a Registered Note (i) during the period of 15 days ending on the due date for any payment of any principal on that Note, (ii) during the period of 60 days prior to any date on which Notes of the relevant Series may be redeemed by the Issuer at its option pursuant to Condition 7(d) or (iii) after any such Note has been drawn for redemption in whole or in part. A Bearer Note called for redemption may, however, be exchanged for a Registered Note which is simultaneously surrendered for redemption (such redemption to take place on the relevant redemption date) not later than the relevant Record Date.
(h)
For the purposes of these Terms and Conditions:
|
||
(i)
|
Relevant
Banking Day
means a day on which commercial
banks are open for business (including dealings in foreign exchange and
foreign currency deposits) in the place where the specified office of the
Registrar is located and, in the case only of an exchange of a Bearer Note
for a Registered Note where such request for exchange is made to the Principal
Paying Agent, in the place where the specified office of the Principal Paying
Agent is located;
|
|
(ii)
|
the
exchange
date
shall be the Relevant Banking Day following
the day on which the relevant Bearer Note shall have been surrendered for
exchange in accordance with Condition 5(e); and
|
|
(iii)
|
the transfer date shall be the Relevant Banking Day following the day on which the relevant Registered Note shall have been surrendered for transfer in accordance with Condition 5(d) and all reasonable requirements of the Issuer and the Registrar shall have been satisfied in respect of such transfer. |
(i) The issue of new Registered Notes on the transfer of Registered Notes or the exchange of Bearer Notes for Registered Notes will be effected without charge (or (in the case of unlisted Notes) upon payment of such charge (if any) as may be specified in the relevant Pricing Supplement) by, or on behalf of, the Issuer, the Principal Paying Agent or the Registrar, but upon payment by the applicant of (or the giving by the applicant of such indemnity as the Issuer, the Principal Paying Agent or the Registrar may require in respect of) any tax or other governmental charges which may be imposed in relation thereto and the expenses of delivery otherwise than by ordinary post.
(j) Upon the transfer, exchange or replacement of Registered Notes of any Series bearing the private placement legend (the Private Placement Legend ) set forth in the form of Registered Note scheduled to the Trust Deed, the Registrar shall deliver only Registered Notes of such Series that also bear such legend unless either:
(i)
|
such
transfer, exchange or replacement occurs one or more years after the later
of (1) the original issue date of the Notes of such Series or (2) the last
date on which the Issuer or any affiliates (as defined below) of the Issuer
as notified to the Registrar by the Issuer as
|
102
|
provided in the following sentence, was the beneficial owner of such Note (or any predecessor of such Note); or | |
(ii)
|
there
is delivered to the Registrar an opinion, reasonably satisfactory to the
Issuer, of United States counsel experienced in giving opinions with respect
to questions arising under the securities laws of the United States to the
effect that neither such legend nor the restrictions on transfer set forth
therein are required in order to maintain compliance with the provisions
of such laws.
|
Each of the Issuer and the Guarantor(s) covenants and agrees that it will not acquire any beneficial interest, and will cause its affiliates (as defined in paragraph (a)(1) of Rule 144 under the Securities Act) not to acquire any beneficial interest, in any Registered Note bearing the Private Placement Legend unless it notifies the Registrar of such acquisition. The Registrar and all Holders of Notes shall be entitled to rely without further investigation on any such notification (or lack thereof).
(k) For so long as any of the Registered Notes bearing the Private Placement Legend remains outstanding and are restricted securities within the meaning of Rule 144(a)(3) under the Securities Act, and the relevant Pricing Supplement specifies that such Notes will be eligible for resale in the United States to U.S. persons (as defined in Regulation S under the Securities Act) pursuant to Rule 144A under the Securities Act, each of the Issuer and the Guarantor(s) covenants and agrees that it shall, during any period in which it is not subject to Section 13 or 15(d) under the Exchange Act, nor exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, make available to any Holder of such Notes in connection with any sale thereof and any prospective purchaser of such Notes from such Holder, in each case upon request, the information specified in, and meeting the requirements of, Rule 144A(d)(4) under the Securities Act.
6. INTEREST
Notes may be interest-bearing or non-interest-bearing, as specified in the relevant Pricing Supplement. The Pricing Supplement in relation to each Tranche of interest-bearing Notes shall specify which one (and one only) of Conditions 6A, 6B, 6C or 6D shall be applicable and Condition 6E will be applicable to each Tranche of interest-bearing Notes as specified therein, save, in each case, to the extent inconsistent with the relevant Pricing Supplement.
6A. Interest Fixed Rate
Notes, in relation to which this Condition 6A is specified in the relevant Pricing Supplement as being applicable, shall bear interest from their date of issue (the Issue Date ) (as specified in the relevant Pricing Supplement) or from such other date as may be specified in the relevant Pricing Supplement at the rate or rates per annum (or otherwise) (the Fixed Rate of Interest ) specified in the relevant Pricing Supplement. Such interest will be payable in arrear on such dates (the Fixed Interest Payment Dates ) as are specified in the relevant Pricing Supplement and on the date of final maturity thereof (the Maturity Date ). The amount of interest payable in respect of any Note in relation to which this Condition 6A is specified in the relevant Pricing Supplement as being applicable shall be calculated by multiplying the product of the Fixed Rate of Interest and the principal amount of such Note by the applicable Day Count Fraction (as defined in Condition 6F(6)) as specified in the relevant Pricing Supplement. If no Day Count Fraction is specified in the relevant Pricing Supplement then, in the case of Notes denominated in any currency other than U.S. dollars, the applicable Day Count Fraction shall be Actual/Actual-ISMA (as defined in Condition 6F(6)(ii)) and, in the case of Notes denominated in U.S. dollars, the applicable Day Count Fraction shall be 30/360 (as defined in Condition 6F(6)(v)).
6B. Interest Floating Rate
6B(1) Notes, in relation to which this Condition 6B is specified in the relevant Pricing Supplement as being applicable, shall bear interest at the rates per annum (or otherwise) determined in accordance with this Condition 6B.
6B(2) Such Notes shall bear interest from their Issue Date (as specified in the relevant Pricing Supplement) or from such other date as may be specified
103
in the relevant Pricing Supplement. Such interest will be payable on each Interest Payment Date (as defined in Condition 6F(1)) and on the date of the final maturity thereof (the Maturity Date ) (if any).
6B(3) The relevant Pricing Supplement, in relation to Notes in relation to which this Condition 6B is specified as being applicable, shall specify which page (the Relevant Screen Page ), on the Reuters Screen or Telerate or any other information vending service, shall be applicable. For these purposes, Reuters Screen means the Reuters Money Market Rates Service and Telerate means the Dow Jones Telerate Service (or such other service as may be nominated as the information vendor for the purpose of displaying comparable rates in succession thereto).
6B(4) The rate of interest (the Rate of Interest ) for each Interest Period (as defined in Condition 6F(1)) in relation to Notes in relation to which this Condition 6B is specified as being applicable shall be determined by the Determination Agent (being the Principal Paying Agent or such other agent as may be specified in the relevant Pricing Supplement) on the following basis:
(i)
|
the Determination
Agent will determine the rate for deposits (or, as the case may require,
the arithmetic mean of the rates for deposits rounded (if necessary) to
the fourth decimal place, with 0.00005 being rounded upwards) in the relevant
currency for a period of the duration of the relevant Interest Period according
to the rate (or rates) appearing on the Relevant Screen Page as at the Relevant
Time on the Interest Determination Date (as defined in Condition 6B(6)).
If five or more rates for deposits appear on the Relevant Screen Page as
at the Relevant Time on the Interest Determination Date, the highest (or,
if there is more than one such highest quotation, one only of such quotations)
and the lowest (or, if there is more than one such lowest quotation, one
only of such quotations) shall be disregarded by the Determination Agent
for the purpose of determining the arithmetic mean (rounded as provided
above) of such rates for deposits;
|
(ii)
|
if, on
any Interest Determination Date, no such rate for deposits so appears (or,
as the case may require, if fewer than three such rates for deposits so
appear) or if the Relevant Screen Page (or any replacement therefor) is
unavailable, the Determination Agent will request appropriate quotations
and will determine the arithmetic mean of the rates at which deposits in
the relevant currency are offered by four major banks in, in the case of
Notes denominated in any currency other than euro, the London interbank
market or, in the case of Notes denominated in euro, the Euro-zone interbank
market (unless otherwise specified in the relevant Pricing Supplement),
selected by the Determination Agent, at the Relevant Time on the Interest
Determination Date to prime banks in, in the case of Notes denominated in
any currency other than euro, the London interbank market or, in the case
of Notes denominated in euro, the Euro-zone interbank market (unless otherwise
specified in the relevant Pricing Supplement) for a period of the duration
of the relevant Interest Period and in an amount that is representative
for a single transaction in the relevant market at the relevant time. If
two or more of such banks provide the Determination Agent with such quotations,
the Rate of Interest for such Interest Period shall be the arithmetic mean
(rounded (if necessary) to the fourth decimal place, with 0.00005 being
rounded upwards) of such quotations.
Euro-zone
means the zone comprising the member states of the European Union that have
adopted or that adopt the single currency in accordance with the Treaty
(as defined in Condition 8D(3)(vii));
|
(iii)
|
if, on
any Interest Determination Date, only three such rates for deposits are
so quoted by such banks, the Determination Agent will determine the arithmetic
mean (rounded as aforesaid) of the rates so quoted; or
|
(iv)
|
if fewer
than three or no rates are so quoted by such banks, the Determination Agent
will determine the arithmetic mean of the rates quoted by four major banks
in the Relevant Financial Centre (as defined in Condition 8C(2)) (or, in
the case of Notes denominated in euro, in such financial centre or centres
as the Determination Agent may select), selected by the Determination Agent,
at approximately 11.00 a.m.
(Relevant
Financial Centre time (or local time at such other financial centre or centres
as aforesaid)) on the Interest Determination Date for
|
104
|
loans in the relevant currency to leading European banks for a period of the duration of the relevant Interest Period and in an amount that is representative for a single transaction in the relevant market at the relevant time, |
and the Rate of Interest applicable to such Notes during each Interest Period will be the sum of the relevant margin (the Relevant Margin ) specified in the relevant Pricing Supplement and the rate (or, as the case may be, the arithmetic mean) so determined; provided that, if the Determination Agent is unable to determine a rate (or, as the case may be, an arithmetic mean) in accordance with the above provisions in relation to any Interest Period, the Rate of Interest applicable to such Notes during such Interest Period will be the sum of the Relevant Margin and the rate (or, as the case may be, the arithmetic mean) last determined in relation to such Notes in respect of the preceding Interest Period; and provided always that, if there is specified in the relevant Pricing Supplement a minimum interest rate or a maximum interest rate, then the Rate of Interest shall in no event be less than or, as the case may be, exceed such minimum or maximum interest rate.
6B(5) The Determination Agent will, as soon as practicable after determining the Rate of Interest in relation to each Interest Period, calculate the amount of interest (the Interest Amount ) payable in respect of the principal amount of each denomination of such Notes specified in the relevant Pricing Supplement for the relevant Interest Period. The Interest Amount will be calculated by multiplying the product of the Rate of Interest for such Interest Period and such principal amount by the applicable Day Count Fraction specified in the relevant Pricing Supplement. If no Day Count Fraction is specified in the relevant Pricing Supplement then, in the case of Notes denominated in any currency other than sterling, the applicable Day Count Fraction shall be Actual/360 (as defined in Condition 6F(6)) and, in the case of Notes denominated in sterling, the applicable Day Count Fraction shall be Actual/Actual-ISDA (as defined in Condition 6F(6)).
6B(6) For the purposes of these Terms and Conditions:
(i)
|
Interest
Determination Date
means, in respect of any
Interest Period, the date falling such number (if any) of London Banking
Days or, as the case may be, TARGET Days as may be specified in the relevant
Pricing Supplement prior to the first day of such Interest Period or, if
none is specified:
|
|
(a)
|
in the
case of Notes denominated in sterling, the first day of
such Interest
Period; or
|
|
(b)
|
in the
case of Notes denominated in euro, the date falling two TARGET Days prior
to the first day of such Interest Period; or
|
|
(c)
|
in any
other case, the date falling two London Banking Days prior to the first
day of such Interest Period;
|
|
(ii)
|
London
Banking Day
means a day on which commercial
banks are open for business (including dealings in foreign exchange and
foreign currency deposits) in London;
|
|
(iii)
|
Relevant
Time
means the time as of which any rate is
to be determined as may be specified in the relevant Pricing Supplement
or, if none is specified:
|
|
(a)
|
in the
case of Notes denominated in euro, approximately 11.00
a.m. (Brussels
time); or
|
|
(b)
|
in any other case, approximately 11.00 a.m. (London time); and | |
(iv) | TARGET Day means a day on which the TARGET System (as defined in Condition 8C(2)(iii)) is open. |
6C. Interest Swap-Related (ISDA)
6C(1) Notes, in relation to which this Condition 6C is specified in the relevant Pricing Supplement as being applicable, shall bear interest at the rates per annum determined in accordance with this Condition 6C.
6C(2) Each such Note shall bear interest from its Issue Date (as specified in the relevant Pricing Supplement) or from such other date as may be specified
105
in the relevant Pricing Supplement. Such interest will be payable on such dates and in such amounts as would have been payable (regardless of any event of default or termination event thereunder) by the Issuer had it entered into a swap transaction (to which there applied an Interest Rate and Currency Exchange Agreement and the 2000 ISDA Definitions (as amended and updated from time to time) (the ISDA Definitions ), each as published by the International Swaps and Derivatives Association, Inc.), with the Holder of such Note under which:
|
the first
day of the relevant Interest Period was the Reset Date;
|
|
the Issuer
was the Fixed Rate Payer or, as the case may be, the Floating Rate Payer;
|
|
the Determination
Agent (or such other agent specified in the relevant Pricing Supplement)
was the Calculation Agent;
|
|
the Issue
Date (or such other date as may be specified in the relevant Pricing Supplement)
was the Effective Date;
|
|
the principal
amount of such Note was the Calculation Amount; and
|
| all other terms were as specified in the relevant Pricing Supplement. |
Capitalised terms used in this Condition 6C shall, where the context so requires, have the meanings ascribed to them in the ISDA Definitions.
6D. Interest Other Rates
Notes, in relation to which this Condition 6D is specified in the relevant Pricing Supplement as being applicable, shall bear interest at the rate or rates calculated on the basis specified in, and be payable in the amounts and in the manner determined in accordance with, the relevant Pricing Supplement.
6E. Interest Supplemental Provision
Conditions 6F(1), 6F(2), 6F(3) and 6F(5) shall be applicable to all Notes which are interest-bearing in the manner specified therein and, as appropriate, in the relevant Pricing Supplement.
6F. Interest Payment Date Conventions
6F(1) The Pricing Supplement in relation to each Tranche of Notes to which Condition 6B is applicable shall specify which of the following conventions shall be applicable, namely:
(i)
|
the
FRN
Convention
, in which case interest shall be
payable in arrear on each date (each, an
Interest
Payment Date
) which numerically corresponds
to their Issue Date or such other date as may be specified in the relevant
Pricing Supplement or, as the case may be, the preceding Interest Payment
Date in the calendar month which is the number of months specified in the
relevant Pricing Supplement after the calendar month in which such Issue
Date or such other date as aforesaid or, as the case may be, the preceding
Interest Payment Date occurred provided that:
|
|
(a)
|
if there
is no such numerically corresponding day in the calendar month in which
an Interest Payment Date should occur, then the relevant Interest Payment
Date will be the last day which is a Business Day in that calendar month;
|
|
(b)
|
if an
Interest Payment Date would otherwise fall on a day which is not a Business
Day, then the relevant Interest Payment Date will be the first following
day which is a Business Day unless that day falls in the next calendar month,
in which case it will be the first preceding day which is a Business Day;
and
|
|
(c)
|
if such
Issue Date or such other date as aforesaid or the preceding Interest Payment
Date occurred on the last day in a calendar month which was a Business Day,
then all subsequent Interest Payment Dates will be the last day which is
a Business Day in the calendar month which is the specified number of months
after the calendar month in which such Issue Date or such other date as
aforesaid or, as the case may be, the preceding Interest Payment Date occurred;
or
|
106
(ii)
|
the Modified Following Business Day Convention , in which case interest shall be payable in arrear on such dates (each, an Interest Payment Date ) as are specified in the relevant Pricing Supplement; provided that, if any Interest Payment Date would otherwise fall on a date which is not a Business Day, the relevant Interest Payment Date will be the first following day which is a Business Day unless that day falls in the next calendar month, in which case the relevant Interest Payment Date will be the first preceding day which is a Business Day. |
Each period beginning on (and including) such Issue Date or such other date as aforesaid and ending on (but excluding) the first Interest Payment Date and each period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next Interest Payment Date is herein called an Interest Period .
Notification of Rates of Interest, Interest Amounts and Interest Payment Dates
6F(2) The Determination Agent will cause each Rate of Interest, floating rate, Interest Payment Date, final day of an interest calculation period, Interest Amount, floating amount or other item, as the case may be, determined or calculated by it to be notified to the Issuer, the Guarantor(s), the Trustee and the Principal Paying Agent and, in the case of Registered Notes, the Registrar (from whose respective specified offices such information will be available) and, in the case of Notes listed on the Official List of the UKLA and/or and/or Euronext Amsterdam any other stock exchange, cause each such Rate of Interest, floating rate, Interest Payment Date, final day of an interest calculation period, Interest Amount, floating amount or other item, as the case may be, to be notified to the UKLA, Euronext Amsterdam or such other stock exchange as soon as practicable after such determination but in any event not later than the fourth London Banking Day thereafter. The Determination Agent will be entitled (with the prior written consent of the Trustee) to amend any Interest Amount, floating amount, Interest Payment Date or final day of an interest calculation period (or to make appropriate alternative arrangements by way of adjustment) without prior notice in the event of the extension or abbreviation of the relevant Interest Period or an interest calculation period and such amendment or adjustment will be notified in accordance with the first sentence of this Condition 6F(2).
6F(3) The determination or calculation by the Determination Agent (or, failing such determination or calculation by the Determination Agent, the Trustee, pursuant to Condition 6F(4)) of all rates of interest and amounts of interest and other items falling to be determined or calculated by it for the purposes of this Condition 6 shall, in the absence of manifest error, be final and binding on all parties.
Determination or Calculation by Trustee
6F(4) If the Determination Agent does not at any time for any reason determine the Rate of Interest or calculate any Interest Amount for an Interest Period, the Trustee shall do so and such determination or calculation shall be deemed to have been made by the Determination Agent. In doing so, the Trustee shall determine or calculate the relevant matter in such manner as, in its absolute discretion, it shall deem fair and reasonable in the circumstances (having such regard as it shall think fit to the procedures described above), but subject always to any maximum or minimum interest rate which may be specified in the relevant Pricing Supplement, or, subject as aforesaid, apply the foregoing provisions of this Condition, with any necessary consequential amendments, to the extent that, in its sole opinion, it can do so and in all other respects it shall do so in such manner as it shall, in its absolute discretion, deem fair and reasonable in the circumstances.
Accrual of Interest
6F(5) Interest shall accrue on the principal amount of each Note or, in the case of an Instalment Note, on each instalment of principal or, in the case of a partly paid Note, on the paid up principal amount of such Note or otherwise as indicated in the relevant Pricing Supplement. Interest will cease to accrue as from the due date for redemption therefor (or, in the case of an Instalment Note, in respect of each instalment of principal, on the due date for payment thereof) unless (except in the case of any payment where presentation and/or surrender of the relevant Note is not required as a precondition of payment), upon due presentation or surrender thereof, payment in full of the principal amount or the relevant instalment or, as the case may be, redemption amount is
107
improperly withheld or refused, in which case interest shall continue to accrue thereon as provided in the Trust Deed.
6F(6) The applicable Day Count Fraction means, in respect of the calculation of an amount for any period of time (from and including the first day of such period to but excluding the last day of such period) whether or not constituting an Interest Period (a Calculation Period ), such Day Count Fraction as may be specified in the relevant Pricing Supplement or, if no Day Count Fraction is specified in the relevant Pricing Supplement, such Day Count Fraction as is specified in Condition 6A or Condition 6B(5), as the case may be, and:
(i)
|
if
Actual/365
or
Actual/Actual-ISDA
is so specified, means the actual number of days in such Calculation Period
divided by 365 (or, if any portion of such Calculation Period falls in a
leap year, the sum of (a) the actual number of days in such portion of such
Calculation Period falling in a leap year divided by 366 and (b) the actual
number of days in such portion of such Calculation Period falling in a non-leap
year divided by 365);
|
|
(ii)
|
if
Actual/Actual-ISMA
is so specified:
|
|
(a)
|
if such
Calculation Period falls within a single Determination Period, means the
actual number of days in such Calculation Period divided by the product
of the number of days in the Determination Period in which it falls and
the number of Determination Periods in any year; and
|
|
(b)
|
if such
Calculation Period does not fall within a single Determination Period, means
the sum of (x) the actual number of days in such Calculation Period falling
in the Determination Period in which it begins divided by the product of
the actual number of days in that Determination Period and the number of
Determination Periods in any year and (y) the actual number of days in such
Calculation Period falling in the subsequent Determination Period divided
by the product of the actual number of days in the subsequent Determination
Period and the number of Determination Periods in any year.
|
|
Determination
Period
means, in the case of Notes in relation
to which Condition 6A is specified in the relevant Pricing Supplement, the
period from, and including, a Fixed Interest Payment Date in any year to,
and excluding, the next Fixed Interest Payment Date;
|
(iii)
|
if
Actual/365
(Fixed)
is so specified, means the actual
number of days in such Calculation Period divided by 365;
|
(iv)
|
if
Actual/360
is so specified, means the actual number of days in such
Calculation
Period divided by 360;
|
(v)
|
if
30/360
,
360/360
or
Bond
Basis
is so specified, means the number of
days in such Calculation Period divided by 360 (the number of days to be
calculated on the basis of a year of 360 days with 12 30-day months (unless
(a) the last day of such Calculation Period is the 31st day of a month but
the first day of such Calculation Period is a day other than the 30th or
31st day of a month, in which case the month that includes the last day
shall not be considered to be shortened to a 30-day month, or (b) the last
day of such Calculation Period is the last day of the month of February,
in which case the month of February shall not be considered lengthened to
a 30-day month)); and
|
(vi)
|
if
30E/360
or
Eurobond Basis
is so specified, means the number of days in such Calculation Period divided
by 360 (the number of days to be calculated on the basis of a year of 360
days with 12 30-day months, without regard to the date of the first day
or last day of such Calculation Period unless, in the case of the final
Calculation Period, the date of final maturity is the last day of the month
of February, in which case the month of February shall not be considered
to be lengthened to a 30-day month.
|
7. |
REDEMPTION
AND PURCHASE
Final Redemption |
108
(a) Unless previously redeemed, or purchased and cancelled, Notes shall be redeemed at their principal amount (or at such other redemption amount as may be specified in, or determined in accordance with, the relevant Pricing Supplement) (or, in the case of Instalment Notes, in such amounts as may be specified in the relevant Pricing Supplement) on the date or dates (or, in the case of Notes which bear interest at a floating rate, on the date or dates upon which interest is payable) specified in the relevant Pricing Supplement.
No Fixed Maturity
(b) This Condition 7(b) is applicable to Notes with no specified maturity date ( Undated Notes ). There is no fixed date for redemption of Undated Notes and the Issuer shall (without prejudice to the provisions of Condition 10) only have the right to repay Undated Notes in accordance with such provisions of this Condition 7 as are specified in the relevant Pricing Supplement.
Redemption for taxation reasons
(c) The Issuer may, at its option, redeem the Notes in whole, but not in part, upon not more than 60 days nor less than 30 days notice (specifying, in the case of Notes which bear interest at a floating rate, a date for such redemption which is an Interest Payment Date) to the Holders of such Notes at their principal amount (or such other redemption amount as may be specified in or determined in accordance with these Terms and Conditions and the relevant Pricing Supplement) less, in the case of any Instalment Note, the aggregate amount of all instalments which shall have become due and payable prior to the date specified for such redemption in respect of such Note under any other Condition and which remain unpaid at such date, together with interest accrued (if any) thereon (calculated as provided in these Terms and Conditions and the Trust Deed) and, in the case of Undated Notes, arrears of interest (if any) in respect thereof to but excluding the date fixed for redemption, and, in any case, any additional amounts payable under Condition 9 or under any additional or substitute undertaking given pursuant to the Trust Deed provided that the Issuer or the Guarantor(s) shall provide to the Trustee an opinion in writing of a reputable firm of lawyers of good standing (such opinion to be in a form, and such firm to be a firm, to which the Trustee shall have no reasonable objection) to the effect that there is a substantial likelihood that the Issuer or such Guarantor(s) would be required to pay Additional Amounts in accordance with Condition 9 or under any additional or substitute undertaking given pursuant to the Trust Deed upon the next due date for a payment in respect of the Notes by reason of:
(i)
|
any actual
or proposed change in or amendment to the laws, regulations or rulings of
The Netherlands, the United Kingdom or the United States or any political
subdivision or taxing authority thereof or therein; or
|
(ii)
|
any actual
or proposed change in the official application or interpretation of such
laws, regulations or rulings; or
|
(iii)
|
any action
which shall have been taken by any taxing authority or any court of competent
jurisdiction of The Netherlands, the United Kingdom or the United States
or any political subdivision or taxing authority thereof or therein, whether
or not such action was taken or brought with respect to the relevant Issuer
or Guarantor; or
|
(iv) | any actual or proposed change in the official application or interpretation of, or any actual or proposed execution of, or amendment to, any treaty or treaties affecting taxation to which The Netherlands, the United Kingdom or the United States is or is to be a party, |
which change, amendment or execution becomes effective, or proposal is made, on or after the Issue Date of such Notes or any earlier date specified in the relevant Pricing Supplement.
Optional Early Redemption (Call)
(d) If this Condition 7(d) is specified in the relevant Pricing Supplement as being applicable, then the Issuer may, upon the expiry of the appropriate notice (as specified in Condition 7(e)) and subject to such conditions as may be specified in the relevant Pricing Supplement, redeem all (but not, unless and to the extent that the relevant Pricing Supplement specifies otherwise, some only) of the Notes at their call early redemption amount (which shall be their principal amount or such other call early redemption amount as may be specified in, or determined in accordance with, the relevant Pricing
109
Supplement) less, in the case of any Instalment Note, the aggregate amount of all instalments which shall have become due and payable prior to the date specified for such redemption in respect of such Note under any other Condition and which remain unpaid at such date, together with accrued interest (if any) thereon (calculated as provided in these Terms and Conditions and the Trust Deed) and, in the case of Undated Notes, arrears of interest (if any) in respect thereof to but excluding the date fixed for redemption (each, a Call Early Redemption Amount ).
The Appropriate Notice
(e) The appropriate notice referred to in Condition 7(d) is a notice given by the Issuer to the Trustee and the Principal Paying Agent (in the case of Bearer Notes) or the Registrar (in the case of Registered Notes) which notice shall be signed by an authorised signatory of the Issuer and shall specify:
|
the Notes
subject to redemption;
|
|
|
(if the
relevant Pricing Supplement specifies that some only of the Notes may be
redeemed) whether Notes are to be redeemed in whole or in part only and,
if in part only, the aggregate principal amount of the Notes which are to
be redeemed;
|
|
|
the due
date for such redemption, which shall be a Business Day (as defined in Condition
8C(2)) which shall be not less than 30 days (or such lesser period as may
be specified in the relevant Pricing Supplement) after the date on which
such notice is validly given, which shall be, in the case of Notes which
bear interest at a floating rate, an Interest Payment Date; and
|
|
| the Call Early Redemption Amount at which such Notes are to be redeemed. |
Any such notice shall, unless otherwise specified in the relevant Pricing Supplement, be given not more than 60 and not less than 30 days prior to the date fixed for redemption, shall also be given to the Holders of the Notes in accordance with Condition 14, shall be irrevocable (unless the Trustee otherwise agrees), and the delivery thereof shall oblige the Issuer to make the redemption therein specified.
Partial Redemption
(f) If the Notes are to be redeemed in part only on any date in accordance with Condition 7(d):
|
in the
case of Bearer Notes, the Notes to be redeemed shall be drawn by lot in
such European city as the Issuer and the Trustee may agree, or identified
in such other manner or in such other place as the Trustee may, in its absolute
discretion, approve and deem appropriate and fair, subject always to compliance
with all applicable laws and the requirements and procedures of any stock
exchange on which the relevant Notes may be listed and of any clearing system
in which the Notes are held; and
|
|
|
in the
case of Registered Notes, the Notes to be redeemed shall be redeemed (so
far as may be practicable)
pro
rata
to their principal amounts, subject always
as aforesaid and provided always that the amount redeemed in respect of
each Note shall be equal to the minimum denomination thereof or an integral
multiple thereof.
|
Optional Early Redemption (Put)
(g) If this Condition 7(g) is specified in the relevant Pricing Supplement as being applicable, then the Issuer shall, upon the exercise of the relevant option by the Holder of any Note, redeem such Note on the date or the next of the dates specified in the relevant Pricing Supplement at its principal amount (or such other redemption amount as may be specified in the relevant Pricing Supplement) less, in the case of any Instalment Note, the aggregate amount of all instalments which shall have become due and payable prior to the date specified for such redemption in respect of such Note under any other Condition and which remain unpaid at such date, together with accrued interest (if any) thereon (calculated as provided in these Terms and Conditions and the Trust Deed) and, in the case of Undated Notes, arrears of interest (if any) in respect thereof to, but excluding, the date fixed for redemption. In order to
110
exercise such option, the Holder must, not less than 45 days before the date so specified (or such other period as may be specified in the relevant Pricing Supplement), deposit the relevant Note (together, in the case of an interest-bearing Definitive Note, with any unmatured Coupons appertaining thereto) with, in the case of a Bearer Note, any Paying Agent or, in the case of a Registered Note, the Registrar together with a duly completed redemption notice in the form which is available from the specified office of any of the Paying Agents or, as the case may be, of the Registrar.
Purchase of Notes
(h) The Issuer, the Guarantor(s) and any Group Company may at any time purchase Notes at any price in the open market or otherwise. If purchases are made by tender, tenders must be made available to all Noteholders alike.
Cancellation
(i) All Notes (together, in the case of interest-bearing Definitive Notes, with unmatured Coupons attached thereto or surrendered therewith and, in the case of Instalment Notes, with all unmatured Receipts attached thereto or surrendered therewith) redeemed in accordance with this Condition 7 or Condition 9 shall be cancelled forthwith and may not be reissued or resold, and Notes (together, in the case of interest-bearing Definitive Notes, with unmatured Coupons attached thereto or surrendered therewith and, in the case of Instalment Notes, with all unmatured Receipts attached thereto or surrendered therewith) purchased in accordance with this Condition 7 may, at the option of the purchaser, be cancelled, held or resold.
8. PAYMENTS
Conditions 8A and 8B shall be applicable as specified therein, and Condition 8C shall be applicable in any event.
8A. Payments Bearer Notes
8A(1) This Condition 8A is applicable in relation to Notes specified in the relevant Pricing Supplement as being in bearer form.
8A(2) Payment of amounts (whether principal, redemption amount or otherwise and including accrued interest other than interest due against surrender of matured Coupons) due in respect of a Bearer Note will be made against presentation and (in the case of payments of instalments of principal other than on the due date for redemption) surrender of the relevant Receipts (provided that the Receipt is presented for payment together with its relative Note) or, in any other case, of the relevant Bearer Note at the specified office of any of the Paying Agents outside (unless Condition 8A(4) applies) the United States provided that such payment is not made into the United States or into an account maintained in the United States.
8A(3) Payment of amounts due in respect of interest on Bearer Notes will be made:
(i)
|
in the
case of a Temporary Global Note or Permanent Global Note, against presentation
of the relevant Temporary Global Note or Permanent Global Note at the specified
office of any of the Paying Agents outside (unless Condition 8A(4) applies)
the United States and, in the case of a Temporary Global Note, upon due
certification as required therein;
|
(ii)
|
in the
case of Definitive Notes without Coupons attached thereto at the time of
their initial delivery, against presentation of the relevant Definitive
Notes at the specified office of any of the Paying Agents outside (unless
Condition 8A(4) applies) the United States; and
|
(iii) | in the case of Definitive Notes initially delivered with Coupons attached thereto, against surrender of the relevant Coupons at the specified office of any of the Paying Agents outside (unless Condition 8A(4) applies) the United States. |
8A(4) Payments of amounts due in respect of interest on Bearer Notes and exchanges of Talons for Coupon sheets in accordance with Condition 8A(7) will not be made at the specified office of any Paying Agent in the United States (as defined in the United States Internal Revenue Code of 1986 and Regulations thereunder) unless:
111
(i)
|
payment
in full of amounts due or, as the case may be, the exchange of Talons in
respect of interest on such Notes when due at all the specified offices
of the Paying Agents outside the United States is illegal or effectively
precluded by exchange controls or other similar restrictions;
|
(ii)
|
such
payment or, as the case may be, exchange is permitted by applicable United
States law; and
|
(iii)
|
the Bearer Notes are denominated in and payable in United States Dollars. |
If paragraphs (i) to (iii)
above apply, the Issuer and the Guarantor(s) shall forthwith appoint a further
Paying Agent with a specified office in New York City.
8A(5)
If
the due date for payment of any amount due in respect of any Bearer Note is
not both a Relevant Financial Centre Day and a local banking day, then the Holder
thereof will not be entitled to payment thereof until the next day which is
such a day and, thereafter, will be entitled to receive payment by cheque on
any local banking day, and will be entitled to payment by transfer to a designated
account, on any day which is a local banking day, a Relevant Financial Centre
Day and a day on which commercial banks and foreign exchange markets settle
payments in the relevant currency in the place where the relevant designated
account is located. No further payment on account of interest or otherwise shall
be due in respect of such postponed payment unless there is subsequent failure
to pay in accordance with these Terms and Conditions in which event interest
shall continue to accrue as provided in Condition 6F(5). For the purpose of
this Condition 8A(5),
Relevant Financial Centre
Day
means, in the case of a currency other than
euro, a day on which commercial banks and foreign exchange markets settle payments
in the Relevant Financial Centre and any other place specified in the relevant
Pricing Supplement and, in the case of payment in euro, a TARGET Day and a
local
banking day
means a day (other than a Saturday
or Sunday) on which commercial banks are open for business in the place of presentation
of the relevant Note or, as the case may be, Coupon.
8A(6)
Each
Definitive Note initially delivered with Coupons attached thereto shall be presented
and, save in the case of partial redemption of such Note (including, in the
case of an Instalment Note, payment of any instalment other than the final instalment),
surrendered for final redemption together with all unmatured Coupons appertaining
thereto, failing which:
(i)
|
in the
case of Definitive Notes which bear interest at a fixed rate or rates, the
amount of any missing unmatured Coupons (or, in the case of a payment not
being made in full, that portion of the amount of such missing unmatured
Coupon which that redemption amount paid bears to the total redemption amount
due) (excluding for this purpose Talons) will be deducted from the amount
otherwise payable on such final redemption, the principal amount so deducted
being payable against surrender of the relevant Coupon at the specified
office of any of the Paying Agents at any time within 10 years of the Relevant
Date applicable to payment of such final redemption amount;
|
(ii)
|
in the
case of Definitive Notes which bear interest at, or at a margin above or
below, a floating rate or which are Dual Currency Notes or Variable Coupon
Amount Notes, all unmatured Coupons relating to such Notes (whether or not
surrendered therewith) shall become void and no payment shall be made thereafter
in respect of them; and
|
(iii)
|
in the
case of Definitive Notes which are Dual Currency Notes or Variable Coupon
Amount Notes initially delivered with Talons attached thereto, all unmatured
Talons shall become void forthwith and no exchange for Coupons shall be
made thereafter in respect of them.
|
The provisions of paragraph
(i) of this Condition 8A(6) notwithstanding, if any Definitive Notes which bear
interest at a fixed rate or rates should be issued with a maturity date and
a fixed rate or fixed rates such that, on the presentation for payment of any
such Definitive Note without any unmatured Coupons attached thereto or surrendered
therewith, the amount required by paragraph (i) to be deducted would be greater
than the amount otherwise due for payment, then, upon the due date for redemption
of any such Definitive Note, such unmatured Coupons (whether or not attached)
being Coupons
112
representing an amount
in excess of the relevant redemption amount shall become void (and no payment
shall be made in respect thereof) as shall be required so that, upon application
of the provisions of paragraph (i) in respect of such Coupons as have not so
become void, the amount required by paragraph (i) to be deducted would not be
greater than the amount otherwise due for payment. Where the application of
the foregoing sentence requires some but not all of the unmatured Coupons relating
to a Definitive Note to become void, the relevant Paying Agent shall determine
which unmatured Coupons are to become void, and shall select for such purpose
Coupons maturing on later dates in preference to Coupons maturing on earlier
dates.
8A(7)
In
relation to Definitive Notes initially delivered with Talons attached thereto,
on or after the due date for the payment of interest on which the final Coupon
comprised in any Coupon sheet matures, the Talon comprised in the Coupon sheet
may be surrendered at the specified office of any Paying Agent outside (unless
Condition 8A(4) applies) the United States in exchange for a further Coupon
sheet (including any appropriate further Talon), subject to the provisions of
Condition 12 below. Each Talon shall, for the purpose of these Terms and Conditions,
be deemed to mature on the due date for the payment of interest on which the
final Coupon comprised in the relative Coupon sheet matures.
8A(8)
Payments
of amounts due (whether principal, redemption amount, interest or otherwise)
in respect of Bearer Notes will be made by (a) transfer to an account in the
relevant currency specified by the payee or (b) cheque in the relevant currency
drawn on a bank in the Relevant Financial Centre provided, however, that in
the case of (a), payment shall not be made to an account within the United States
unless permitted by applicable U.S. tax law requirements.
8B. Payments
Registered Notes
8B(1)
This
Condition 8B is applicable in relation to Notes specified in the relevant Pricing
Supplement as being in registered form.
8B(2)
Payment
of amounts due in respect of Registered Notes on the final redemption of Registered
Notes will be made against presentation and, save in the case of partial payment
of the amount due upon final redemption by reason of insufficiency of funds,
surrender of the relevant Registered Notes at the specified office of the Registrar.
If the due date for payment of the final redemption amount of Registered Notes
is not both a Relevant Financial Centre Day and a local banking day, then the
Holder thereof will not be entitled to payment thereof until the next day which
is such a day and, thereafter, will be entitled to receive payment by cheque
on any local banking day and will be entitled to payment by transfer to a designated
account on any day which is a local banking day, a Relevant Financial Centre
Day and a day on which commercial banks and foreign exchange markets settle
payments in the relevant currency in the place where the relevant designated
account is located. No further payment on account of interest or otherwise shall
be due in respect of such postponed payment unless there is a subsequent failure
to pay in accordance with these Terms and Conditions in which event interest
shall continue to accrue as provided in Condition 6F(5). For the purpose of
this Condition 8B(2),
Relevant Financial Centre
Day
means, in the case of any currency other than
euro, a day on which commercial banks and foreign exchange markets settle payments
in the Relevant Financial Centre and in any other place specified in the relevant
Pricing Supplement and in the case of a payment in euro a TARGET Day and a
local
banking day
means a day (other than a Saturday
or Sunday) on which commercial banks are open for business in the place of presentation
of the relevant Registered Note.
8B(3)
Payment
of amounts (whether principal, redemption amount, interest or otherwise as specified
in the relevant Pricing Supplement) due (other than in respect of the final
redemption of Registered Notes) in respect of Registered Notes will be paid
to the Holder thereof (or, in the case of joint Holders, the first-named) as
appearing in the register kept by the Registrar as at the opening of business
(local time in the place of the specified office of the Registrar) on the fifteenth
Relevant Banking Day before the due date for such payment (the
Record
Date
).
8B(4)
Payment
of amounts (whether principal, redemption amount, interest or otherwise as specified
in the relevant Pricing Supplement) due (other than in respect of final redemption
of Registered Notes) in respect of Registered
113
Notes will be made by
cheque and posted to the address (as recorded in the register kept by the Registrar)
of the Holder thereof (or, in the case of joint Holders, the first-named) on
the Relevant Banking Day not later than the relevant date for payment unless
prior to the relevant Record Date the Holder thereof (or, in the case of joint
Holders, the first-named) has applied to the Registrar and the Registrar has
acknowledged such application for payment to be made to a designated account
in the relevant currency (being, in the case aforesaid, a non-resident account
with an authorised foreign exchange bank).
8C. Payments
General Provisions
8C(1)
Save
as otherwise specified herein, this Condition 8C is applicable in relation to
Notes specified in the relevant Pricing Supplement as being in bearer form or
in registered form.
8C(2)
For
the purposes of these Terms and Conditions:
(i) |
Business
Day
means:
|
|
- |
in relation
to Notes payable in euro, a TARGET Day;
|
|
- |
in relation
to Notes payable in any other currency, a day on which commercial banks
are open for business and foreign exchange markets settle payments in the
Relevant Financial Centre in respect of the relevant currency; and
|
|
- |
a day
on which commercial banks are open for business and foreign exchange markets
settle payments in any place specified in the relevant Pricing Supplement;
|
|
(ii) |
Relevant
Financial Centre
means, in relation to the
Notes denominated in a currency other than euro, such financial centre or
centres as may be specified in relation to the relevant currency for the
purposes of the definition of
Business Day
in the ISDA Definitions and, in relation to Notes denominated in euro, the
principal financial centre of any of the member states in the Euro-zone;
and
|
|
(iii) |
TARGET
System
means the Trans-European Automated
Real-Time Gross Settlement Express Transfer (TARGET) System
|
and, in the case of (i)
or (ii) of this Condition 8C(2), as the same may be modified in the relevant
Pricing Supplement.
8C(3)
Payments
will, without prejudice to the provisions of Condition 9, be subject in all
cases to any applicable fiscal or other laws and regulations.
8D. Redenomination
8D(1)
Unless
otherwise specified in the relevant Pricing Supplement, the Issuer may, without
the consent of the Noteholders, the Receiptholders and the Couponholders, on
giving prior notice to the Trustee, the Principal Paying Agent, Euroclear and
Clearstream, Luxembourg and at least 30 days prior notice to the Noteholders
in accordance with Condition 14, elect that, in the case of Notes denominated
in the currency of a member state of the European Union that has not adopted
the single currency in accordance with the Treaty, with effect from the Redenomination
Date specified in the notice, Notes denominated in the currency of such member
state of the European Union that adopts the single currency in accordance with
the Treaty shall be redenominated in euro.
8D(2)
The
election will have effect as follows:
(i)
|
each
Specified Denomination and, in the case of Fixed Rate Notes, each amount
of interest specified in the Coupons will be deemed to be such amount of
euro as is equivalent to its denomination or the amount of interest so specified
in the Specified Currency at the Established Rate, rounded down to the nearest
euro 0.01 (any fraction arising therefrom shall be paid on the Redenomination
Date to the Noteholder in addition to the payment of interest otherwise
payable on such Redenomination Date);
|
(ii)
|
after
the Redenomination Date, all payments in respect of the Notes, the Receipts
and the Coupons, other than payments of interest in respect of periods commencing
before the Redenomination Date, will be made solely in euro as though references
in the Notes to the Specified Currency were to euro. Payments will be made
in euro by credit or transfer to a euro
|
114
account (or
any other account to which euro may be credited or transferred) specified by
the payee or, at the option of the payee, by a euro cheque;
(iii)
|
if the
Notes are Fixed Rate Notes and interest for any period ending on or after
the Redenomination Date is required to be calculated for a period of less
than one year, the applicable Day Count Fraction shall be Actual/Actual-ISMA;
|
(iv)
|
if the
Notes are Floating Rate Notes the relevant Pricing Supplement will specify
any relevant changes to the provisions relating to interest; and
|
(v)
|
such
other changes shall be made to these Terms and Conditions as the Issuer
may decide, after consultation with the Principal Paying Agent, and as may
be specified in the notice, to conform them to conventions then applicable
to instruments denominated in euro to the satisfaction of the Trustee or
to enable the Notes to be consolidated with one or more issues of Other
Notes, whether or not originally denominated in the Specified Currency or
euro. Any such other changes will not take effect until after they have
been notified to the Noteholders in accordance with Condition 14.
|
8D(3)
For
the purposes of these Terms and Conditions:
(i)
|
Established
Rate
means the rate for the conversion of
the Specified Currency (including compliance with rules relating to roundings
in accordance with applicable European Community regulations) into euro
established by the Council of the European Union pursuant to Article 109l(4)
of the Treaty;
|
(ii)
|
euro
means the currency of participating member states of the European Union
that have adopted or that adopt the single currency in accordance with the
Treaty;
|
(iii)
|
Other
Notes
means, at any time, any one or more
Series of other Notes of the relevant Issuer which, except in all cases
as otherwise agreed with the Trustee, have the same or substantially the
same terms and conditions (as then in effect and which have not lapsed and/or
the rights in respect of which have not been exercised) as the Notes (other
than in relation to the currency of original denomination and/or denominations
and/or the terms and conditions relating to business days or interest accrual
bases and/or the stock exchange(s) if any on which such Other Notes are
listed and/or the clearing system(s) on which such Other Notes are cleared
and settled and/or redenomination into euro and/or notices);
|
(iv)
|
Redenomination
Date
means (in the case of interest bearing
Notes) any date for payment of interest under the Notes or (in the case
of Zero Coupon Notes) any date, in each case specified by the Issuer in
the notice given to the Noteholders pursuant to paragraph 8D(1) above and
which falls on or after the date on which the relevant member state of the
European Union that has not adopted the single currency in accordance with
the Treaty, adopts the single currency in accordance with the Treaty;
|
(v)
|
Specified
Currency
means the currency (of a member state
of the European Union that adopts the single currency) specified in the
relevant Pricing Supplement;
|
(vi)
|
Specified
Denomination
means the denomination (of the
relevant Notes in the Specified Currency) specified in the relevant Pricing
Supplement; and
|
(vii)
|
Treaty
means the Treaty establishing the European Communities as amended.
|
8E.
Exchange
Unless otherwise specified in the relevant Pricing Supplement, the Issuer may, without the consent of the Noteholders, the Receiptholders and the Couponholders, on giving prior notice to the Trustee, the Principal Paying Agent, Euroclear and Clearstream, Luxembourg and not less than 30 days prior notice to the Noteholders in accordance with Condition 14, elect that, with effect from the Redenomination Date specified in the notice, the Notes shall
115
be exchangeable for Notes
expressed to be denominated in euro in accordance with such arrangements as
the Issuer may decide, after consultation with the Principal Paying Agent, and
as may be specified in the notice, including arrangements under which Receipts
and Coupons unmatured at the date so specified become void.
8F. The
Paying Agents and the Registrars
8F(1)
The
Issuer and the Guarantor(s) together reserve the right, in accordance with the
provisions of the Paying Agency Agreement, to vary or terminate the appointment
of any Paying Agent (including the Principal Paying Agent) or the Registrar
and to appoint additional or other Paying Agents or another Registrar provided
that they will at all times maintain (i) a Principal Paying Agent, (ii) a Registrar,
(iii) a Paying Agent with a specified office in a European city (but outside
the United Kingdom), (iv) so long as any Notes are listed on the Official List
of the UKLA and/or any other stock exchange, a Paying Agent and a Registrar
each with a specified office in London and/or in such other place as may be
required by such other stock exchange, and (v) in the circumstances described
in Condition 8A(4), a Paying Agent with a specified office in New York City.
The Paying Agents and the Registrar reserve the right at any time to change
their respective offices to some other specified office in the same city. Notice
of all changes in the identities or specified offices of the Paying Agents and
the Registrar will be notified promptly by the Issuer to the Holders of the
Notes in accordance with Condition 14.
8F(2)
The
Paying Agents and the Registrar act solely as agents of the Issuer and the Guarantor(s)
or, following the occurrence of a Default (as defined in Condition 10), the
Trustee and, save as provided in the Paying Agency Agreement, do not assume
any obligations towards or relationship of agency or trust for any Holder of
any Note, Receipt or Coupon and each of them shall only be responsible for the
performance of the duties and obligations expressly imposed upon them in the
Paying Agency Agreement or incidental thereto.
8F(3)
The
initial Paying Agents and the Registrar and their respective initial specified
offices are specified below.
9.
TAXATION
All payments of principal
of, and interest on, Notes by the Issuer or, as the case may be, the Guarantor(s)
will be made without withholding or deduction for or on account of any present
or future taxes or duties of whatever nature imposed or levied by or on behalf
of The Netherlands (in the case of payment by N.V.) or the United Kingdom (in
the case of payment by PLC) or the United States (in the case of payment by
UCC or UNUS) or (in any such case) any political subdivision or taxing authority
thereof or therein, unless such withholding or deduction is required by law.
In such event, the Issuer, or, as the case may be, the Guarantor(s), will pay
such additional amounts
(
Additional
Amounts
) as shall be necessary in order that the
net amounts received by the holder of any Note, Receipt or, as the case may
be, Coupon, after such withholding or deduction, shall equal the respective
amounts of principal and interest which would have been receivable in respect
of the Notes, Receipts or, as the case may be, Coupons in the absence of such
withholding or deduction, provided however that no such Additional Amounts shall
be payable:
(A)
|
by N.V.
or PLC with respect to:
|
(i)
|
any Note,
Receipt or Coupon presented for payment by, or on behalf of, a Holder who
is liable to such taxes or duties in respect of such Note, Receipt or Coupon
by reason of his having some connection with The Netherlands or, as the
case may be, the United Kingdom other than the mere holding of such Note,
Receipt or Coupon; or
|
(ii)
|
any payment
in respect of a Note where the Holder thereof would be able to avoid such
withholding or deduction by making a declaration of nonresidence or other
similar claim for exemption to the relevant tax authority; or
|
(iii)
|
if presentment
is required, any Note, Receipt or Coupon presented for payment more than
30 days after the Relevant Date except to the extent that the holder thereof
would have been entitled to such Additional Amounts on presenting the same
for payment on such thirtieth day; or
|
116
(iv)
|
any tax,
assessment or other governmental charge required to be withheld or deducted
by any Paying Agent from any payment by N.V. or, as the case may be, PLC
if such payment can be made without such withholding or deduction by any
other Paying Agent; or
|
(v)
|
any estate,
inheritance, gift, sales, transfer, excise, personal property or any similar
tax, assessment or other governmental charge; or
|
(vi)
|
any tax,
assessment or other governmental charge which is payable otherwise than
by withholding from payment of principal, premium, if any, or interest,
if any, with respect to such Note, Receipt or Coupons; or
|
(vii)
|
any Note,
Receipt or Coupon where such withholding or deduction is imposed on a payment
to an individual and is required to be made pursuant to any European Union
Directive on the taxation of savings implementing the conclusions of the
ECOFIN Council meeting of 26th to 27th November, 2000 or any law implementing
or complying with, or introduced in order to conform to, such Directive;
or
|
(viii) |
any Note,
Receipt or Coupon presented for payment by, or on behalf of, a Holder who
would have been able to avoid such withholding or deduction by presenting
the relevant Note, Receipt or Coupon to another Paying Agent in a member
state of the European Union; or
|
(ix)
|
any combination of
(i) to (viii); or
|
(B)
|
by UCC or UNUS with
respect to:
|
(i)
|
any tax,
assessment or other governmental charge which would not have been so imposed
but for (a) the existence of any present or former connection between such
Holder (or between a fiduciary, settlor, beneficiary, member or shareholder
of, or possessor of a power over, such Holder, if such Holder is an estate,
a trust, a partnership or a corporation) and the United States, including,
without limitation, such Holder (or such fiduciary, settlor, beneficiary,
member, shareholder or possessor) being or having been present therein,
being or having been a citizen or resident thereof, being or having been
engaged in a trade or business therein, or having or having had a permanent
establishment therein or (b) the presentation of such Note, Receipt or Coupon
for payment on a date more than 30 days after the Relevant Date; or
|
(ii)
|
any estate,
inheritance, gift, sales, transfer, excise, personal property or any similar
tax, assessment or other governmental charge; or
|
(iii)
|
any tax,
assessment or other governmental charge which is payable otherwise than
by withholding from payments of principal of, or interest on, the Notes
or Coupons; or
|
(iv)
|
any tax,
assessment or other governmental charge imposed by reason of such Holders
past or present status as a personal holding company or a foreign personal
holding company or a controlled foreign corporation with respect to the
United States or as a passive foreign investment company with respect to
the United States or as a corporation which accumulates earnings to avoid
United States Federal income tax or as a foreign tax-exempt organisation
or foreign private foundation with respect to the United States; or
|
(v)
|
any tax,
assessment or other governmental charge which is required to be withheld
from payments of principal of, or interest on, the Notes, Receipts or Coupons
due to the failure of the Holder of any Note, Receipt or Coupon appertaining
thereto to provide certification, information or documentation at or prior
to the time of payment with regard to the nationality, residence or identity
of the Holder or beneficial owner of any Note, Receipt or Coupon; or
|
(vi)
|
any tax,
assessment or other governmental charge imposed by reason of such Holders
(a) past or present status as the actual or constructive owner of 10 per
cent. or more of the total combined voting power of all classes of stock
of UCC or UNUS (and, in respect of Guaranteed Notes, if at the time of the
determination, payments on such Guaranteed Notes are actually being made
by the Guarantor, the Guarantor), (b) receiving interest described in Section
881(c) (3)(A) of the Internal Revenue Code of the United States, or (c)
being a controlled foreign corporation with respect to the United States
that is related to the relevant Issuer
|
117
(and,
in respect of Guaranteed Notes, if at the time of the determination, payments
on such Guaranteed Notes are actually made by the Guarantor, the Guarantor)
by actual or constructive stock ownership; or
|
|
(vii)
|
any tax,
assessment or other governmental charge required to be withheld or deducted
by any Paying Agent from any payment of principal of, or interest on, any
Note, if such payment can be made without withholding or deduction by any
other Paying Agent; or
|
(viii) |
any Note,
Receipt or Coupon where such withholding or deduction is imposed on a payment
to an individual and is required to be made pursuant to any European Union
Directive on the taxation of savings implementing the conclusions of the
ECOFIN Council meeting of 26th to 27th November, 2000 or any law implementing
or complying with, or introduced in order to conform to, such Directive;
or
|
(ix) |
any Note,
Receipt or Coupon presented for payment by, or on behalf of, a Holder who
would have been able to avoid such withholding or deduction by presenting
the relevant Note, Receipt or Coupon to another Paying Agent in a member
state of the European Union; or
|
(x) |
any combination
of (i) to (ix);
|
nor, in any case, with
respect to the Issuer or the Guarantor(s), shall Additional Amounts be paid
to any Holder who is not the sole beneficial owner of such Note, Receipt or
Coupon to the extent that a beneficial owner thereof would not have been entitled
to payment thereof had such beneficial owner been the Holder of such Note, Receipt
or Coupon.
As used herein,
Relevant
Date
means whichever is the later of (i) the date
on which such payment first becomes due and (ii) if the full amount of the moneys
payable has not been made available to the Principal Paying Agent or, as the
case may be, the Registrar on or prior to such date, the date on which, the
full amount of such moneys having been made available, notice to that effect
shall have been given to the Noteholders in accordance with Condition 14.
In the case of Notes issued
by UCC, if UCC shall determine (the
Determination
),
based upon a written opinion of independent counsel selected by UCC (such opinion
to be in a form, and such firm to be a firm, to which the Trustee shall have
no reasonable objection), that any payment made outside the United States by
UCC or any of the Paying Agents of the full amount of the next scheduled payment
of either principal or interest due in respect of any Bearer Note or Coupon
would, under any present or future laws or regulations of the United States
affecting taxation or otherwise, be subject to any certification, information
or other reporting requirement of any kind, the effect of which requirement
is the disclosure to UCC, any of the Paying Agents or any United States governmental
authority, of the nationality, residence or identity (as distinguished from
disclosure of status as a United States alien) (as defined below) of a beneficial
owner of such Bearer Note or Coupon who is a United States alien (other than
such a requirement which (i) would not be applicable to a payment made to a
custodian, nominee or other agent of the beneficial owner, or which can be satisfied
by such a custodian, nominee or other agent certifying to the effect that such
beneficial owner is a United States alien, provided, however, that payment by
such custodian, nominee or agent to such beneficial owner is not otherwise subject
to any requirement referred to in this sentence other than in the parenthesis
thereof, (ii) is applicable only to payment to a custodian, nominee or other
agent of the beneficial owner to or on behalf of such beneficial owner, or (iii)
would not be applicable to a payment made by any other Paying Agent), UCC shall
redeem the Bearer Notes as a whole but not in part, on the redemption date stated
in the Tax Notice referred to below, at a redemption price equal to the principal
amount thereof (or such other redemption amount as may be specified in or determined
in accordance with the relevant Pricing Supplement) less, in the case of an
Instalment Note, the aggregate amount of all instalments which shall have become
due and payable prior to the date specified for such redemption in respect of
such Note under any other Condition and which remains unpaid at such date together
with accrued interest (if any) thereon (calculated as provided in these Terms
and Conditions and in the Trust Deed) and, in the case of Undated Notes, arrears
of interest (if any) in respect thereof to, but excluding, the date fixed for
redemption. UCC shall make its Determination as soon as practicable after it
becomes aware of an event that
118
would give rise to such
a Determination, and shall give prompt notice of such Determination (a
Tax
Notice
) in accordance with Condition 14, stating
in the Tax Notice the effective date of such certification, information or other
reporting requirement and, if applicable, the date by which the redemption shall
take place (which date shall be not later than one year after the publication
of the relevant Tax Notice). Any such Determination shall be conclusive and
binding on UCC, N.V., PLC, UNUS, the Noteholders and the Trustee. Notwithstanding
the foregoing, UCC shall not redeem the Bearer Notes if UCC shall subsequently
determine, based upon the written opinion of independent counsel selected by
UCC (such opinion to be in a form and such firm to be a firm to which the Trustee
shall have no reasonable objection), not less than 30 days prior to the date
fixed for redemption, that subsequent payments would not be subject to any such
requirement, in which case UCC shall give notice of such Determination in accordance
with Condition 14 not less than 15 days prior to the date fixed for redemption
and any earlier Tax Notice shall be revoked and of no further effect. Any such
Determination shall be conclusive and binding on UCC, N.V., PLC, UNUS, the Noteholders
and the Trustee.
Notwithstanding the foregoing
paragraph, if and so long as all certification, information or other reporting
requirements referred to in the preceding paragraph would be fully satisfied
by payment of a back-up withholding tax or similar charge, UCC may elect prior
to publication of the Tax Notice to have the provisions of this paragraph apply
in lieu of the provisions of the preceding paragraph, in which event the Tax
Notice shall set forth the effective date of such certification, information
or reporting requirements and shall state that UCC has elected to pay Additional
Amounts in lieu of redeeming the Bearer Notes, which shall be in addition to
those Additional Amounts (if any) referred to in the first paragraph of Condition
9. UCC shall then pay as Additional Amounts such amounts as may be necessary
so that every net payment made following the effective date of such a certification,
information or reporting requirement outside the United States by UCC, the Trustee
or any Paying Agent of principal or interest due in respect of a Bearer Note
or Coupon of which the beneficial owner is a United States alien (but without
any requirement with regard to any disclosure of the nationality, residence
or identity of such beneficial owner), after deduction or withholding for or
on account of such back-up withholding tax or similar charge (other than a back-up
withholding tax or similar charge which (i) is imposed in relation to a requirement
of disclosure referred to in the second parenthetical clause of the first sentence
of the preceding paragraph, or (ii) is imposed as a result of presentation of
such Bearer Note or Coupon for payment more than 30 days after the date on which
such payment becomes due and payable or on which payment thereof is duly provided
for, whichever occurs later), will not be less than the amount provided for
in such Bearer Note of the relevant Series or such Coupon to be then due and
payable. If UCC elects to pay such Additional Amounts, UCC will have the right,
at its sole option, at any time, to redeem the Bearer Notes of the relevant
Series, as a whole but not in part, at a redemption price equal to the principal
amount thereof or such other maturity redemption amount as may be specified
in or determined in accordance with the relevant Pricing Supplement, less, in
the case of an Instalment Note, the aggregate amount of all instalments which
shall have become due and payable prior to the date specified for such redemption
in respect of such Note under any other Condition and which remains unpaid at
such date together with accrued interest (if any) thereon (calculated as provided
in these Terms and Conditions and in the Trust Deed) and, in the case of Undated
Notes, arrears of interest (if any) in respect thereof to the date fixed for
redemption, including any Additional Amounts required to be paid under this
paragraph, in the manner and upon the terms prescribed in the preceding paragraph.
If UCC has made the Determination described in the preceding paragraph with
respect to a certification, information or other reporting requirement applicable
only to interest on the Bearer Notes and elects to pay the Additional Amounts
described in this paragraph and subsequently makes a Determination in the manner
and of the nature referred to in the preceding paragraph with respect to such
a requirement applicable to principal of the Bearer Notes, UCC will redeem such
Notes in the manner and upon the terms described in the preceding paragraph,
unless UCC again elects in accordance with the provisions of the preceding paragraph
and this paragraph to have the provisions of this paragraph apply in lieu of
the provisions of the preceding paragraph. If, in such circumstances, the Bearer
Notes are to be redeemed, UCC shall have no obligation to pay Additional Amounts
with respect to principal payable or interest accrued after the date
119
of the Tax Notice, but
will be obliged to pay Additional Amounts with respect to interest accrued to
the date of such Tax Notice.
For purposes of the foregoing
discussion, the term
United
States alien
means any person who, for United
States income tax purposes, is a foreign corporation, a non-resident alien individual,
or an estate or trust whose income is not includible in gross income for United
States Federal income tax purposes.
References herein to principal
of, or interest on, the Notes shall be deemed also to refer to any Additional
Amounts which may be payable with respect thereto under this Condition or any
undertakings given in addition thereto or in substitution therefor pursuant
to the Trust Deed.
The provisions of this
Condition shall be without prejudice to the rights of substitution conferred
by Condition 15.
The relevant Pricing Supplement
may set forth certain additional tax consequences to Holders of Notes of a particular
Series.
10.
REPAYMENT
UPON EVENT OF DEFAULT
10A.
Unless
otherwise specified in the relevant Pricing Supplement, the
following
events or circumstances (each, a
Default
)
shall be acceleration events in relation to the Notes of this Series:
(a)
|
there
is a default in the payment of any principal of, or for more than 15 days
in the payment of any interest due on, any of the Notes; or
|
(b)
|
there
is a default in the performance or observance by the Issuer or N.V. or PLC
of any other obligation under the Trust Deed or the Notes and such default
continues for 30 days after written notice thereof shall have been given
to the Issuer and the Guarantor(s) by the Trustee requiring the same to
be remedied; or
|
(c)
|
(i) any
other indebtedness in respect of borrowed money (amounting in aggregate
principal amount to not less than U.S.$100,000,000 or the equivalent thereof
in any other currency or currencies) of either N.V. or PLC becomes prematurely
repayable as a result of a default under the terms thereof, or (ii) either
N.V. or PLC defaults in the repayment of any indebtedness in respect of
borrowed money (amounting in aggregate principal amount to not less than
U.S.$100,000,000 or the equivalent thereof in any other currency or currencies)
at the maturity thereof (taking into account any applicable grace period
therefor), or (iii) any guarantee or indemnity given by either N.V. or PLC
in respect of any indebtedness in respect of borrowed money (amounting in
aggregate principal amount to not less than U.S.$100,000,000 or the equivalent
thereof in any other currency or currencies) shall not be honoured when
due and called upon (taking into account any applicable grace period therefor)
save where the Trustee is satisfied that liability under such guarantee
or indemnity is being contested in good faith; or
|
(d)
|
an order
is made or a decree or an effective resolution is passed for the winding-up,
liquidation or dissolution of the Issuer or N.V. or PLC or an administration
order is made in relation to PLC (except, in the case of N.V. or PLC, for
the purpose of a merger, reconstruction or amalgamation, under the terms
of Condition 15 or the terms of which have previously been approved in writing
by the Trustee or, where UCC is the Issuer, for the purpose of a merger,
reconstruction or amalgamation of UCC, under the terms of Condition 15 or
a merger, reconstruction or amalgamation not involving bankruptcy or insolvency)
and (except where such order, decree or resolution is initiated or consented
to by the relevant company or its shareholders) such order, decree or resolution
is not discharged or stayed within a period of 60 days; or
|
(e)
|
the Issuer
or N.V. or PLC (except, in the case of N.V. or PLC, for the purpose of a
merger, reconstruction or amalgamation, under the terms of Condition 15
or the terms of which have previously been approved in writing by the Trustee
or, where UCC is the Issuer, for the purpose of a merger, reconstruction
or amalgamation of UCC, under the terms of Condition 15 or a merger, reconstruction
or amalgamation not involving bankruptcy or insolvency) ceases or threatens
to cease to carry on the whole or substantially the whole of its business;
or
|
120
(f)
|
an administrative
receiver or other receiver, trustee, assignee or like officer is appointed
of (where the Issuer is UCC) the whole or substantially the whole of the
undertaking or assets of UCC or (in any case) the whole or a substantial
part of the undertaking or assets of PLC or (in any case) an administrator
(
bewindvoerder
)
is provisionally or definitively appointed by the District Court in the
event of a moratorium (
surséance van betaling
)
over the whole or a substantial part of the undertaking or assets of N.V.
and (except where any such appointment is made by or at the instigation
or motion of the relevant company or its shareholders) such appointment
is not discharged within 30 days; or
|
(g)
|
a trustee
in bankruptcy (
curator
)
is appointed by the District Court in the event of bankruptcy (
faillissement
)
affecting the whole or a substantial part of the undertaking or assets of
N.V. and such appointment is not discharged within 30 days; or
|
(h)
|
a distress
or execution is levied or enforced upon or sued out against a substantial
part of the assets of either N.V. or PLC (being, in the case of N.V., either
an executory attachment (
executoriaal
beslag
) or a conservatory attachment (
conservatoir
beslag
)) and is not removed, discharged, cancelled
or paid out within 30 days after the making thereof or any encumbrancer
takes possession of (where the Issuer is UCC) the whole or substantially
the whole of the undertaking or assets of UCC or (in any case) the whole
or a substantial part of the undertaking or assets of N.V. or PLC and is
not discharged within 30 days; or
|
(i)
|
for any
reason the guarantee of either N.V. or PLC in respect of the Notes ceases
to be in full force and effect.
|
For the purposes of paragraphs
(f), (g) and (h) the expression
a
substantial part
means a part whose value is equal
to or greater than 25 per cent. of the aggregate value of the fixed assets and
current assets of the Unilever Group, such value and such assets being determined
by reference to the then most recently published audited consolidated balance
sheet of the Unilever Group. A report by the auditors of the relevant company
that, in their opinion, (i) the amounts shown in a certificate provided by N.V.
and PLC (showing the fixed assets and current assets of the relevant part and
those fixed assets and current assets expressed as a percentage of the fixed
assets and current assets of the Unilever Group) have been correctly extracted
from the accounting records of the Unilever Group and (ii) the percentage of
the fixed assets and current assets of that part to the fixed assets and the
current assets of the Unilever Group has been correctly calculated, shall, in
the absence of manifest error, be conclusive evidence of the matters to which
it relates.
10B.
If
any Default shall occur in relation to the Notes of this Series, the Trustee
in its discretion may, and (subject to its rights under the Trust Deed to be
indemnified to its satisfaction), if so directed by an Extraordinary Resolution
of the Holders of the Notes of this Series or if so requested in writing by
the Holders of not less than 25 per cent. in principal amount of the Notes of
this Series shall, but, in the case of the happening of any of the events referred
to in paragraphs (b), (c), (e), (f), (g) or (h) of Condition 10A, only if the
Trustee shall have certified to the Issuer and the Guarantor(s) that such event
is, in its opinion, materially prejudicial to the interests of the Holders of
the Notes of this Series, by written notice to the Issuer and the Guarantor(s)
declare that such Notes are immediately repayable whereupon the same shall become
immediately repayable at their default early redemption amount (which shall
be their principal amount or such other default early redemption amount as may
be specified in, or determined in accordance with, the relevant Pricing Supplement)
less, in the case of any Instalment Note, the aggregate amount of all instalments
which shall have become due and payable in respect of such Note prior to the
date fixed for redemption under any other Condition and which remains unpaid
at such date together with all interest (if any) accrued thereon (calculated
as provided in these Terms and Conditions and in the Trust Deed) and, in the
case of Undated Notes, arrears of interest (if any) in respect thereof.
11. ENFORCEMENT
121
At any time after the Notes of this Series shall have become repayable, the Trustee may, at its discretion and without further notice, institute such proceedings against the Issuer and the Guarantor(s) as it may think fit to enforce repayment of such Notes together with accrued interest and to enforce the provisions of the Trust Deed, but it shall not be bound to take any such proceedings unless (i) it shall have been so directed by an Extraordinary Resolution or so requested in writing by the holders of at least 25 per cent. in principal amount of the Notes of this Series then outstanding and (ii) it shall have been indemnified and/or received security to its satisfaction. Only the Trustee may enforce the provisions of the Notes or the Trust Deed and no Holder, Receiptholder or Couponholder shall be entitled to proceed directly against the Issuer or the Guarantor(s) unless the Trustee, having become bound so to proceed, fails to do so within a reasonable time and such failure is continuing.
12.
PRESCRIPTION
(a
)
Claims
against the Issuer and/or the Guarantor(s) in respect of Bearer Notes, Receipts
and Coupons will become void unless presented for payment within a period of
10 years, in the case of Notes and Receipts and five years, in the case of Coupons,
from the Relevant Date (as defined in Condition 9) relating thereto.
(b) In relation to Definitive Notes initially delivered with Talons attached thereto, there shall not be included in any Coupon sheet issued upon exchange of a Talon any Coupon which would be void upon issue pursuant to Condition 8A(6) or the due date for payment of which would fall after the due date for the redemption of the relevant Note or which would be void pursuant to this Condition 12.
(c) Claims against the Issuer or, as the case may be, the Guarantor(s) in respect of amounts (other than interest) due in respect of Registered Notes will be prescribed unless made within 10 years (or, in the case of claims in respect of interest in respect of such Notes, five years) after the due date for payment.
13. REPLACEMENT OF NOTES, RECEIPTS AND COUPONS
If any Note, Receipt or Coupon is lost, stolen, mutilated, defaced or destroyed, it may be replaced at the specified office of the Principal Paying Agent (in the case of Bearer Notes, Receipts and Coupons) or of the Registrar (in the case of Registered Notes) upon payment by the claimant of all expenses incurred in connection with such replacement and upon such terms as to evidence, security, indemnity and otherwise as the Issuer or the Principal Paying Agent or, as the case may be, the Registrar may require. Mutilated or defaced Notes, Receipts and Coupons must be surrendered before replacements will be delivered.
14. NOTICES
To Holders of Bearer Notes
(a) Notices to Holders of Bearer Notes will, save where another means of effective communication has been specified in the relevant Pricing Supplement, be deemed to be validly given if published in one leading English language daily newspaper with circulation in London (which is expected to be the Financial Times ) or, if this is not possible, in one other leading English language daily newspaper with circulation in Europe or, in the case of a Temporary Global Note or Permanent Global Note, if delivered to Euroclear and/or Clearstream, Luxembourg and/or any other applicable clearing system for communication by them to the persons shown in their respective records as having interests therein provided that, in the case of Notes listed on any stock exchange, the requirements of such stock exchange have been complied with. All notices in respect of a Note listed on Euronext Amsterdam shall be published in the Euronext Official Daily List ( Officiële Prijscourant ). Any such notice shall be deemed to have been given on the date of such publication or, if so published more than once, on the date of first publication or, as the case may be, on the fourth day after the date of such delivery to Euroclear and/or Clearstream, Luxembourg and/or such other clearing system. If publication is not practicable in any such newspaper, notice will be validly given if made in such other manner, and shall be deemed to have been given on such date, as the Trustee may in each case approve in writing.
122
Holders of Coupons and Receipts will be deemed for all purposes to have notice of the contents of any notice given to Holders of Bearer Notes in accordance with this Condition.
To Holders of Registered Notes
(b) In the case of Registered Notes, notices to Holders of Registered Notes will be deemed to be validly given if sent by first class post (or equivalent) or (if posted overseas) by airmail to them (or, in the case of joint Holders, to the first-named in the register kept by the Registrar) at their respective addresses as recorded in the register kept by the Registrar, and will be deemed to have been validly given on the fourth day after the date of such posting.
15. MEETINGS OF NOTEHOLDERS; MODIFICATION; WAIVER; SUBSTITUTION
The Trust Deed contains provisions for convening meetings of Holders of any Series of Notes to consider any matter affecting their interests, including the modification by Extraordinary Resolution of these Terms and Conditions or the provisions of the Trust Deed. The quorum at any such meeting for passing an Extraordinary Resolution will be two or more persons holding or representing a clear majority in principal amount of the Notes of that Series for the time being outstanding or, at any adjourned meeting, two or more persons being or representing Noteholders whatever the principal amount of the Notes of that Series so held or represented, except that, at any meeting the business of which includes the modification of certain of these Terms and Conditions or provisions of the Trust Deed, the necessary quorum for passing an Extraordinary Resolution will be two or more persons holding or representing not less than 66 per cent., or at any adjourned such meeting not less than 33 per cent., of the principal amount of the Notes of that Series for the time being outstanding. An Extraordinary Resolution passed at any meeting of Noteholders of any Series of Notes will be binding on all Noteholders of that Series, whether or not they are present at the meeting, and on all Couponholders of that Series.
The Trust Deed contains provisions for the convening of a single meeting of Holders of Notes of more than one Series where the Trustee so decides.
The Trustee may agree, without the consent of the Noteholders or Couponholders of any Series, to any modification (subject to certain exceptions) of, or to the waiver or authorisation of any breach or proposed breach of, any of these Terms and Conditions or any of the provisions of the Trust Deed which, in the opinion of the Trustee, is not materially prejudicial to the interests of the Holders of such Notes or to any modification which is of a formal, minor or technical nature or is made to correct a manifest error. The Trustee may also determine that any event which would or might otherwise constitute a Default under Condition 10 shall not do so, provided that, in the opinion of the Trustee, such event is not materially prejudicial to the interests of the Holders of the Notes of the relevant Series. Any such modification, waiver, authorisation or determination shall be binding on the Holders of the Notes of such Series and of the Receipts and of the Coupons (if any) relating thereto and (unless the Trustee agrees otherwise) any such modification shall be notified to the Noteholders as soon as practicable thereafter in accordance with Condition 14.
The Trustee may also agree, subject to certain conditions set out in the Trust Deed, but without the consent of the Holders of the Notes of such Series and of the Receipts and of the Coupons (if any) relating thereto, (i) to the substitution of any Group Company in place of the Issuer as principal debtor in respect of the Notes of any Series or (ii) to the substitution in place of the Issuer as principal debtor, or of any Guarantor, of any successor in business (as defined in the Trust Deed) of the Issuer or, as the case may be, that Guarantor. It is a condition of any such substitution that such Notes, Receipts and Coupons (if any) relating thereto thereupon become or remain, as the case may be, unconditionally and irrevocably guaranteed on a joint and several basis by N.V. (except where N.V. is the new principal debtor), PLC (except where PLC is the new principal debtor) and, where the new principal debtor is a subsidiary of UNUS, UNUS (provided that, where the new principal debtor is not a subsidiary of UNUS, UNUS shall be released from its guarantee (if any)).
Neither the Issuer nor N.V. nor PLC will merge with or transfer all or substantially all of its assets or undertaking to another company (except
123
where such Issuer, N.V. or PLC is the continuing company) unless that other company agrees in form and manner reasonably satisfactory to the Trustee to be bound by the terms of the Notes, Receipts and the Coupons (if any) appertaining thereto and the Trust Deed in place of the Issuer or, as the case may be, N.V. or PLC and the Trustee is satisfied that the conditions set out in the Trust Deed are complied with.
In considering the interests of the Noteholders for the purposes of any substitution, merger or transfer as aforesaid the Trustee shall not have regard to the consequences for individual Noteholders resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory or any political subdivision thereof.
16. INDEMNIFICATION OF THE TRUSTEE
The Trust Deed contains provisions for the indemnification of the Trustee and for its relief from responsibility, including provisions relieving it from taking proceedings to enforce repayment unless indemnified to its satisfaction. The Trustee is entitled to enter into business transactions with N.V., PLC, UCC or UNUS and/or any Group Company without accounting to any Noteholders, Receiptholders or Couponholders for any profit resulting therefrom.
17. FURTHER ISSUES AND ADDITIONAL ISSUERS
17A. The Issuer may, from time to time, without the consent of the Holders of any Notes, Receipts or Coupons of this or any other Series, create and issue further notes, bonds or debentures having the same terms and conditions as the Notes of this Series in all respects (or, in all respects except for the first payment of interest, if any, on them and/or the denomination thereof) so as to form a single series with the Notes of this Series.
17B. Subject as provided in the Trust Deed, N.V. and PLC may designate any Group Company to become an Issuer of Notes under the Trust Deed. As provided in the Trust Deed, any such Group Company which is to become an Issuer of any Series of Notes shall become such under the terms of a supplemental deed in or substantially in the form scheduled to the Trust Deed (or in such other form as may be approved by the Trustee in writing) (which shall take effect in accordance with its terms) whereby such Group Company agrees to be bound as an Issuer under the Trust Deed and the Paying Agency Agreement, all as more fully provided in the Trust Deed.
18. GOVERNING LAW
The Trust Deed, the Paying Agency Agreement, the Notes, the Receipts and the Coupons are governed by, and will be construed in accordance with, English law.
19. JURISDICTION
The Issuer and the Guarantor(s) (other than PLC) have, in the Trust Deed, submitted to the jurisdiction of the English courts, save that where the Notes, Receipts or Coupons are denominated in the lawful currency of Switzerland and in respect of which it is specified in the relevant Pricing Supplement that such Notes, Receipts or Coupons are to be listed on the SWX Swiss Exchange, the Issuer and the Guarantor(s) have, in the Trust Deed, submitted to the non-exclusive jurisdiction of the ordinary courts of the Canton of Zurich, place of jurisdiction being Zurich 1, Switzerland, for all purposes in connection with the Trust Deed, the Notes, the Receipts and the Coupons.
20. RIGHTS OF THIRD PARTIES
No person shall have any right to enforce any term or condition of the Notes under the Contracts (Rights of Third Parties) Act 1999.
USE OF PROCEEDS
The net proceeds of the issue of each Series of Notes will be used by the relevant Issuer for the general purposes of the Unilever Group.
124
SIXTH
SCHEDULE
Form
of Supplemental Deed increasing Programme Limit
THIS DEED
made
the [
]
day of
[ ], [ ]
BETWEEN
(1)
|
UNILEVER
N.V., UNILEVER PLC, UNILEVER CAPITAL CORPORATION and UNILEVER UNITED STATES,
INC.;
and
|
(2)
|
THE LAW DEBENTURE TRUST CORPORATION p.l.c. as Trustee. |
SUPPLEMENTAL to a Trust Deed dated 22nd July, 1994 made between the parties hereto relating to a Programme for the Issuance of Debt Instruments WITNESSES that the limit of U.S.$15,000,000,000 imposed by Clause 2(A) of the said Trust Deed as amended by Deeds supplemental thereto dated 24th July, 1995, 11th July, 1996, 13th November, 1997, 11th November, 1998, 4th July, 2000 and 2nd July, 2001 is hereby increased to U.S.$[ ].
IN WITNESS thereof the parties hereto have executed this Deed as a deed the day and year first above written.
THE SEVENTH SCHEDULE
Form
of Supplemental Deed joining a New Issuer
THIS SUPPLEMENTAL
DEED
is made this [
]
day of
[
],
[ ]
BY:
(1) |
[ ] a
company incorporated in
[ ] having its registered office at [ ] (the New Issuer ); |
(2)
|
UNILEVER
N.V.
, a company incorporated under the laws of The
Netherlands, whose corporate seat is at Weena 455, 3013 AL, Rotterdam, The
Netherlands,
UNILEVER PLC
,
a company incorporated under the laws of England, whose registered office
is at Port Sunlight, Wirral, Merseyside L62 4ZA, England,
UNILEVER
CAPITAL CORPORATION
, a company incorporated under
the laws of the State of Delaware, U.S.A., whose registered office is at
1209 Orange Street, Wilmington, Delaware 19801, U.S.A. and
UNILEVER
UNITED STATES, INC.
, a company incorporated under
the laws of the State
|
125
of Delaware,
U.S.A., whose registered office is at 1209 Orange Street aforesaid
;
|
|
(3)
|
THE
LAW DEBENTURE TRUST CORPORATION p.l.c.
, a company
incorporated under the laws of England, whose registered office is at Fifth
Floor, 100 Wood Street, London EC2V 7EX (the
Trustee
);
|
(4)
|
[
]
in its
capacity
as principal paying agent (the
Principal
Paying Agent
, which expression shall include
any successor to
[
]
in its capacity as such);
|
(5) |
[
]
and
[
]
in
their capacities as
paying
agents (the
Paying
Agents
, which expression shall
include
the Principal Paying Agent and any substitute or additional paying agents
so appointed); and
|
(6) |
[ ]
in its capacity as the principal registrar (the
Principal
Registrar
),
[
]
which expression shall include any successor to
[
]
in its capacity as such.
|
WHEREAS:
(A)
|
This
Deed is supplemental to the trust deed dated 22nd July, 1994 made between
Unilever N.V., Unilever PLC and Unilever Capital Corporation (the
Original Issuers
), Unilever PLC, Unilever
N.V. and Unilever United States, Inc. as guarantors (the
Original
Guarantors
) and the Trustee (such trust deed,
as
from time to time modified or supplemented in accordance with its terms being referred to herein as the Trust Deed ) and to the paying agency agreement dated 22nd July, 1994 made between the Original Issuers, the Original Guarantors, the Trustee, the Principal Paying Agent, the Paying Agents and the Principal Registrar (such paying agency agreement, as from time to time amended or supplemented with the prior consent of the Trustee being referred to herein as the Paying Agency Agreement ). |
(B)
|
The New
Issuer is a Group Company of Unilever N.V. and Unilever
PLC.
|
(C) |
At the request of [ ], the New Issuer wishes to execute this deed (being a deed supplemental to the Trust Deed in order to become an Issuer as defined in the Trust Deed) and |
126
pursuant
to the provisions therein contained, and pursuant to the provisions contained
in the Paying Agency Agreement.
|
|
(D)
|
Each
of the Agents (as defined in Clause 1 hereof) wishes, pursuant to the terms
of the Paying Agency Agreement to act as an agent (in the capacity in which
it has been appointed under the Paying Agency Agreement and in accordance
with the terms thereof) of [ ]
which becomes an Issuer
pursuant to,
and in the manner provided in, Clause 17(E) of the Trust Deed.
|
(E) |
[ ]
has agreed to guarantee the payment of all moneys payable by the New Issuer
under the Trust Deed and in respect of any Notes issued by the New Issuer
in the manner appearing hereunder and under the Trust Deed.
|
[(F) |
The Trustee has received
legal opinion(s) from legal counsel in the country of incorporation of
the New Issuer and of [ ]
and in England, reasonably satisfactory to it, to the effect,
inter
alia
, that the New Issuer and [ ] each have the
capacity and power to enter into this supplemental deed and that, when
executed and delivered by such New Issuer and
[
], this supplemental deed will constitute valid and legally binding obligations
of such New Issuer]
1
.
|
NOW THEREFORE THIS SUPPLEMENTAL DEED WITNESSETH AND IT IS HEREBY DECLARED as follows:
1.
|
Definitions
and Interpretations
|
(A)
|
In this
supplemental deed, any reference to
Agents
is to the Principal Paying Agent, the other Paying Agents and the Principal
Registrar.
|
(B)
|
To the
extent to which the same are applicable and unless otherwise defined herein,
the definitions and provisions contained in Clause 1 of the Trust Deed shall
apply to and be incorporated in this Supplemental Deed (including the recitals
hereto).
|
1 Recital (F) and Clause 6 of this Supplemental Deed are alternatives, one of which (to be determined by the Trustee) should be deleted.
127
2. |
Acknowledgement
by New Issuer
The New Issuer hereby appoints the Trustee (and the Trustee hereby accepts such appointment) to act as Trustee on the same terms as set out in the Trust Deed. |
|
3. |
Guarantee
[ ] hereby confirms that the guarantee contained in Clause 8 of the Trust Deed applies to all amounts owing by the New Issuer under or pursuant to the Trust Deed and any Notes, Receipts or Coupons appertaining thereto. |
|
4.
|
Appointment
of Agents
The New Issuer hereby appoints each of the Agents as its agent on the same terms set out in the Paying Agency Agreement and each of the Agents accepts its appointment as agent of the New Issuer in relation to any Notes issued by the New Issuer and shall comply with the terms and conditions applicable thereto, the provisions of the Paying Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. |
|
5.
|
Incorporation
of Terms
It is declared that there shall be deemed to be incorporated in this Supplemental Deed all the covenants, undertakings, powers, obligations and/or other provisions of the Trust Deed, the Schedules thereto, the Conditions and the Paying Agency Agreement relating to or affecting the Issuers in the same manner and to the same extent as if the same had been mutatis mutandis , set out in full in this Supplemental Deed and made applicable to the New Issuer, and (without prejudice to the generality of the foregoing) the New Issuer accordingly covenants: |
|
(i)
|
in favour
of the Trustee to duly perform and observe and be bound by the said covenants,
undertakings, powers, obligations and/or other provisions imposed on or
relating to or affecting it by or under the Trust Deed or the Schedules
or the Conditions; and
|
|
(ii)
|
in favour
of the Trustee and each of the Agents, to duly perform and observe and be
bound by the said covenants, undertakings, powers, obligations and/or other
provisions
|
128
imposed
on or relating to or affecting it by or under the Paying Agency Agreement.
|
||
[6. |
Conditions
|
|
7. |
Governing
Law
This Supplemental Deed is governed by and shall be construed in accordance with the laws of England. |
|
[8. |
Jurisdiction
In relation to all claims arising hereunder [ ] severally agree that the courts of England are to have jurisdiction to settle any such claim and that accordingly any suit, action or proceedings (together referred to as Proceedings ) arising hereunder may be brought in such courts, save that in respect of Notes issued under the Trust Deed which are denominated in the lawful currency of Switzerland and in respect of which it is specified in the relevant Pricing Supplement that such Notes are to be listed on the SWX Swiss Exchange, each of the parties hereto irrevocably agrees, for the benefit only of the Trustee and the holders of such Notes that the ordinary courts of the Canton of Zurich, place of jurisdiction being Zurich 1, Switzerland, shall have non-exclusive jurisdiction to hear and determine Proceedings. Nothing contained in this Clause shall limit any right to take proceedings against [ ] in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. Each of [ ] irrevocably agrees that any legal proceedings or any demand or any notice may be made or served on it by the same being posted in a prepaid registered or recorded delivery letter addressed to it at the address set out in clause 31 of the Trust Deed for the time being of Unilever PLC (or at such other office as it may have notified in writing to the Trustee and as the Trustee shall |
129
from
time to time have approved) and marked for the attention of the Joint Secretary
of Unilever PLC or such other official of Unilever PLC as [ ]
may have notified in writing to the Trustee and the Trustee shall from time
to time have approved.]
|
IN WITNESS WHEREOF this Supplemental Deed has been executed as a deed by the parties hereto and is intended to be and is hereby delivered on the date first above written.
130
THE
EIGHTH SCHEDULE
Form of Supplemental Deed releasing an Issuer
THIS SUPPLEMENTAL DEED is made this [ ] day of [ ],
[ ]
BY:
(1) |
[
]
a duly incorporated company having its
[registered
office at [
]
]
1
[corporate seat in Rotterdam, The Netherlands]
2
(the
Retiring Issuer
);
|
(2) |
THE LAW DEBENTURE
TRUST CORPORATION p.l.c.
, a company
incorporated
under the laws of England, whose registered office is at Fifth Floor, 100
Wood Street, London EC2V 7EX (the
Trustee
);
|
(3) |
[ ]
in its capacity as principal paying
agent
(the
Principal
Paying Agent
, which expression shall
include
any successor to [
] in its capacity as such);
|
(4) |
[ ]
and
[
]
in their capacities as paying
agents
(the
Paying
Agents
, which expression shall include the
Principal Paying
Agent and any substitute or additional paying agents so appointed); and
|
(5) |
[
]
in its
capacity
as the principal registrar (the
Principal
Registrar
)
which
expression shall include any successor to
[ ]
in its capacity as such.
|
WHEREAS:
(A)
|
This
Deed is supplemental to the trust deed dated 22nd July, 1994 made between
Unilever N.V., Unilever PLC and Unilever Capital Corporation as Issuers
(the
Original
Issuers
), Unilever PLC, Unilever N.V. and
Unilever United States, Inc. as Guarantors (the
Original
Guarantors
) and the Trustee (such trust deed,
as from time to time modified or supplemented in accordance with its terms
being referred to herein as the
Trust
|
1
Delete
if N.V. is the Retiring Issuer.
2
Include
it N.V. is the Retiring Issuer.
131
Deed
)
and to the paying agency agreement dated 22nd July, 1994
made between the Original Issuers, the Original Guarantors, the Trustee,
the Principal Paying Agent, the other Paying Agents and the Principal
Registrar (such paying agency agreement, as from time to time amended
or supplemented with the prior consent of the Trustee being referred to
herein as the
Paying
Agency Agreement
).
|
(B)
|
[There are not outstanding
any Notes issued by the Retiring Issuer.]/ [ ]
has assumed the
obligations
under the Notes.]
1
|
(C)
|
At the request of
the Retiring Issuer, the Trustee has agreed to execute this supplemental
deed in order to release the Retiring Issuer from its obligations, undertakings
and covenants under the Trust Deed.
|
(D)
|
The Trustee and each
of the Agents (as defined in Clause 1 of these presents) have agreed that
the Retiring Issuer shall be released from its obligations, undertakings
and covenants under the Paying Agency Agreement upon the execution and delivery
of this supplemental deed.
|
NOW THEREFORE THIS
SUPPLEMENTAL DEED WITNESSETH AND IT IS HEREBY DECLARED
as
follows:
1. | (A) |
In this supplemental
deed, any reference to
Agents
is to
the
Principal Paying Agent, the other Paying Agents and the Principal Registrar
as such expressions are defined in the Paying Agency Agreement.
|
(B)
|
To the
extent to which the same are applicable, the definitions and provisions
contained in Clause 1 of the Trust Deed shall apply to and be incorporated
in this supplemental deed (including the recitals hereto).
|
|
2.
|
At
the request of the Retiring Issuer:
|
|
(a)
|
the Trustee
hereby releases the Retiring Issuer from its obligations, undertakings and
covenants under the Trust Deed; and
|
1
Delete as applicable.
132
(b)
|
the Trustee and each
of the Agents hereby releases the Retiring Issuer from its obligations,
undertakings and covenants under the Paying Agency Agreement.
|
|
3.
|
The release
of the Retiring Issuer shall not affect any accrued rights and liabilities
as between the Retiring Issuer, the Trustee and the Agents pursuant to the
Trust Deed and the Paying Agency Agreement.
|
|
4.
|
This supplemental
deed is governed by and shall be construed in accordance with the laws of
England.
|
IN WITNESS WHEREOF
this supplemental deed has been executed as a deed
by the parties hereto
and is intended to be and is hereby delivered on the date first above written.
133
THE
NINTH SCHEDULE
Provisions for Meetings
of Holders of Notes
1. | (A) |
As used in this Schedule,
the following expressions shall have the meanings hereinafter mentioned
unless the context otherwise requires:
|
(1)
|
voting
certificate
shall mean in relation to Bearer
Notes a certificate in the English language issued by any Paying Agent and
dated, in which it is stated:
|
|||||
(a)
|
that
on the date thereof, Bearer Notes of any Series (not being Bearer Notes
in respect of which a block voting instruction has been issued and is outstanding
in respect of the meeting specified in such voting certificate or any adjournment
thereof) of the principal amount(s) specified and bearing specified serial
numbers have been deposited with such Paying Agent and that no such Bearer
Notes will be released until the first to occur of:
|
|||||
(i)
|
the conclusion
of the meeting specified in such certificate or if applicable any adjournment
thereof or any poll taken on any resolution proposed thereat (whichever
is the later); and
|
|||||
(ii)
|
the surrender
of the voting certificate to the Paying Agent who issued the same; or
|
|||||
(b)
|
that
until the release of the Bearer Notes represented thereby the bearer thereof
is entitled to attend and vote at such meeting or any adjournment thereof
in respect of the Notes represented by such certificate;
|
|||||
(2)
|
block
voting instruction
shall mean in relation
to Bearer Notes a document in the English language issued by any Paying
Agent and dated, in which:
|
|||||
(a)
|
it
is certified that Bearer Notes of the relevant Series (not being Bearer
Notes in respect of which a voting certificate has been issued and is outstanding
in respect of the meeting specified in such block voting instruction or
any adjournment thereof) have
|
134
been deposited with
such Paying Agent and that no such Bearer Notes will be released until the
first to occur of:
|
(i)
|
the conclusion
of the meeting specified in such document or if applicable any adjournment
thereof or any poll taken on any resolution proposed thereat (whichever
is the later); and
|
||||
(ii)
|
the surrender,
not less than 48 hours before the time for which such meeting or adjourned
meeting is convened or poll called, of the respective receipts to the Paying
Agent who issued the same in respect of each such deposited Bearer Note
which is to be released coupled with notice from the Paying Agent to the
relevant Issuer of such surrender;
|
||||
(b)
|
it
is certified that each depositor of such Bearer Notes has instructed such
Paying Agent that the vote(s) attributable to his or its Bearer Notes so
deposited should be cast in a particular way in relation to the resolution
or resolutions to be put to such meeting or any adjournment thereof and
that all such instructions are, during the period of 48 hours prior to the
time for which such meeting or adjourned meeting is convened, neither revocable
nor subject to amendment;
|
||||
(c)
|
the
total number, the principal amounts and the certificate numbers of the Bearer
Notes so deposited are listed, distinguishing with regard to principal amount
and with regard to each such resolution between those in respect of which
instructions have been given as aforesaid that the votes attributable thereto
should be cast in favour of the resolution, and those in respect of which
instructions have been given that the votes attributable thereto should
be cast against the resolution; and
|
||||
(d)
|
one
or more persons named in such document (hereinafter called a
proxy
)
is or are authorised and instructed by such Paying Agent to cast the votes
attributable to the Bearer
|
135
Notes so listed in
accordance with the instructions referred to in (c) above as set out in
such document.
|
(B)
|
Voting certificates
and block voting instructions shall only be issued in respect of Bearer
Notes deposited with any Paying Agent not less than 48 hours before the
time for which the meeting or the poll to which the same relate has been
convened or called and shall be valid only for so long as the relevant Bearer
Notes will not be released pursuant to this paragraph 1 hereof and during
the validity thereof the Holder of any such voting certificate or (as the
case may be) the proxy or proxies named in any block voting instruction
shall, for all purposes in connection with any meeting of Holders of Bearer
Notes, be deemed to be the Holder of the Bearer Notes of the relevant Series
to which such voting certificate or block voting instruction relates and
the Paying Agent with which such Bearer Notes have been deposited shall
nevertheless be deemed for such purposes not to be the Holder of those Notes.
|
2. | (A) |
A Holder of one or
more Registered Notes may by an instrument in writing (hereinafter called
a
form
of proxy
) signed by the Holder or, in the
case of a
corporation,
executed under its common seal or signed on its behalf by its duly appointed
attorney or a duly authorised officer of the corporation and delivered to
the specified office of the Registrar not later than 48 hours before the
time fixed for the meeting, appoint any person (hereinafter called a
proxy
)
to attend and act on his or
its
behalf in connection with any meeting or proposed meeting of the Holders
of Registered Notes. The form of proxy shall be the usual common form or
such other form as the Trustee may approve.
|
(B)
|
Any Holder of one
or more Registered Notes which is a corporation may by resolution of its
directors or other governing body authorise any person to act as its representative
(hereinafter called a
representative
)
in connection with any meeting or proposed meeting of the Holders of Registered
Notes.
|
|
(C)
|
Any proxy appointed
pursuant to sub-paragraph (A) above or representative appointed pursuant
to sub-paragraph (B) above shall so long as such appointment remains in
force, without prejudice to the provisions of paragraph 18(B), be deemed,
for all purposes in connection with any meeting or proposed meeting of the
Holders of Notes referred to in
|
136
such appointment,
to be the Holder of the Registered Notes to which such appointment relates
and the Holder of the Registered Notes shall be deemed for such purposes
not to be the Holder.
|
3.
|
The
Trustee, the relevant Issuer or the relevant Guarantor(s) at any time may,
and the Trustee shall (subject to its being indemnified to its satisfaction
against all costs and expenses thereby occasioned) upon a request in writing
at the time by Holders of Notes holding not less than one-tenth of the principal
amount outstanding of the Notes of any particular Series for the time being
outstanding shall, convene a meeting of the Holders of Notes of such Series.
Whenever the relevant Issuer or the relevant Guarantor(s) is or, as the
case may be, are about to convene any such meeting it shall forthwith give
notice in writing to the Trustee of the day, time and place thereof and
of the nature of the business to be transacted thereat. Every such meeting
shall be held at such place as the Trustee may approve.
|
|
4.
|
At
least twenty-one days notice (exclusive of the day on which the notice
is given and of the day on which the meeting is held) specifying the day,
time and place of meeting shall be given to the Holders of the Notes of
the relevant Series in the manner provided in the Conditions. A copy of
the notice shall be given to the Trustee unless the meeting shall be convened
by the Trustee, and to the relevant Issuer or relevant Guarantor(s) unless
the meeting shall be convened by such relevant Issuer or relevant Guarantor(s).
Such notice shall be given in the manner provided in these presents and
shall, unless in any particular case the Trustee otherwise agrees, specify
the terms of the resolutions to be proposed and shall include to the extent
applicable to the relevant Series, inter alia, statements to the effect:
|
|
(a)
|
that
Bearer Notes of the relevant Series may be deposited with any Paying Agent
for the purpose of obtaining voting certificates or appointing proxies until
48 hours before the time fixed for the meeting but not thereafter; and
|
|
(b)
|
that
the Holders of Registered Notes may appoint proxies by executing and delivering
to the specified office of the Registrar until 48 hours before the time
fixed for the meeting but not thereafter or, in the case of corporations,
may appoint representatives by resolution of their directors or other governing
body.
|
137
5.
|
A
person (who may, but need not, be the Holder of a Note of the relevant Series)
nominated in writing by the Trustee shall be entitled to take the chair
at every such meeting but if no such nomination is made or if at any meeting
the person nominated shall not be present within 15 minutes after the time
appointed for the holding of such meeting the Holders of Notes present shall
choose one of their number to be chairman and, failing such choice, the
relevant Issuer may appoint a chairman who may, but need not, be the Holder
of a Note.
|
|
6.
|
At
any such meeting two or more persons present in person holding Notes of
the relevant Series and/or voting certificates and/or being proxies or representatives
and being or representing in the aggregate a clear majority in principal
amount of the Notes of the relevant Series for the time being outstanding
shall form a quorum for the action of business and no business (other than
the choosing of a chairman) shall be transacted at any meeting unless the
requisite quorum be present at the commencement of business. The quorum
at any such meeting for passing an Extraordinary Resolution shall (subject
as provided below) be two or more persons present in person holding Notes
of the relevant Series or voting certificates or being proxies and holding
or representing in the aggregate a clear majority in principal amount of
the Notes of the relevant Series for the time being outstanding; PROVIDED
THAT at any meeting the business of which includes any of the following
matters (each of which shall only be capable of being effected after having
been approved by Extraordinary Resolution) namely:
|
|
(i)
|
varies
the date of maturity or any date of redemption of any of the Notes of the
relevant Series or any date for payment of any principal or interest in
respect thereof; or
|
|
(ii)
|
reduces
or cancels the principal amount of the Notes of the relevant Series, varies
any provision regarding the calculation of the amount or the rate of interest
payable thereon or varies the rate of discount, rate of amortisation or
any other rate of return applicable thereto or reduces the amount of principal
or interest payable on any date; or
|
|
(iii)
|
modifies
the provisions contained in this Schedule concerning the quorum required
at any meeting of Holders of Notes in respect of the Notes of the relevant
Series or any adjournment thereof or concerning the majority required to
pass an Extraordinary Resolution; or
|
138
(iv)
|
varies
the currency in which any payment (or other obligation) in respect of the
Notes of the relevant Series is to be made; or
|
|
(v) |
amends
this proviso in any manner,
|
|
the
quorum shall be two or more persons present holding Notes or voting certificates
or being proxies and holding or representing in the aggregate not less than
66 per cent. of the principal amount of the Notes of the relevant Series
for the time being outstanding.
|
7.
|
If
within half an hour from the time appointed for any such meeting a quorum
is not present the meeting shall, if convened upon the requisition of Holders
of Notes, be dissolved. In any other case it shall be adjourned for such
period, not being less than fourteen days nor more than 42 days, and to
such time and place as may be appointed by the chairman. Save as otherwise
provided in the proviso to this paragraph, at such adjourned meeting two
or more persons present in person holding Notes of the relevant Series and/or
voting certificates and/or being proxies or representatives (whatever the
principal amount of the Notes so held or represented) shall form a quorum
and shall have the power to pass any resolution and to decide upon all matters
which could properly have been dealt with at the meeting from which the
adjournment took place had a quorum been present at such meeting Provided
that at any adjourned meeting the business of which includes any of the
matters specified in the proviso to paragraph 6 above, the quorum shall
be two or more persons present holding Notes or voting certificates or being
proxies or representatives and holding or representing in the aggregate
no less than 33 per cent. of the principal amount of the Notes of the relevant
Series for the time being outstanding.
|
8.
|
The chairman
may with the consent of (and shall if directed by) any meeting adjourn the
same from time to time and from place to place but no business shall be
transacted at any adjourned meeting except business which might lawfully
have been transacted at the meeting from which the adjournment took place.
|
9.
|
At least
fourteen days notice of any meeting adjourned through want of a quorum
shall be given in the same manner as for an original meeting and such notice
shall state the quorum required at such adjourned meeting. Subject as aforesaid,
it shall not be necessary to give any notice of an adjourned meeting.
|
10.
|
Every
question submitted to a meeting shall be decided in the first instance by
a show of hands and in case of equality of
|
139
votes the chairman
shall both on a show of hands and on a poll have a casting vote in addition
to the vote or votes (if any) to which he may be entitled as a Holder of
a Note or as a Holder of a voting certificate and/or as a proxy.
|
11.
|
At any
meeting, unless a poll is (before or on the declaration of the result of
the show of hands) demanded by the chairman or the relevant Issuer or the
relevant Guarantor(s) or by one or more persons holding one or more Notes
of the relevant Series or voting certificates and/or being proxies or representatives
and holding or representing in the aggregate not less than one-fiftieth
part of the principal amount outstanding of the Notes of the relevant Series
for the time being outstanding, a declaration by the chairman that a resolution
has been carried or carried by a particular majority or lost or not carried
by any particular majority shall be conclusive evidence of the fact without
proof of the number or proportion of the votes recorded in favour of or
against such resolution.
|
12.
|
If at
any meeting a poll is so demanded, it shall be taken in such manner and
(subject as hereinafter provided) either at once or after such an adjournment
as the chairman directs and the result of such poll shall be deemed to be
the resolution of the meeting at which the poll was demanded as at the date
of the taking of the poll. The demand for a poll shall not prevent the continuance
of the meeting for the transaction of any business other than the question
on which the poll has been demanded.
|
13.
|
Any poll
demanded at any meeting on the election of a chairman or on any question
of adjournment shall be taken at the meeting without adjournment.
|
14. |
The Trustee,
the relevant Issuer and the relevant Guarantor(s) (through their respective
representatives) and their respective financial and legal advisers shall
be entitled to attend and speak at any meeting of the Holders of Notes.
Save as aforesaid, no person shall be entitled to attend or vote at any
meeting of the Holders of Notes or to join with others in requesting the
convening of such a meeting unless he is the Holder of a Registered Note
or of a voting certificate or is a proxy or representative.
|
|
Neither the relevant Issuer nor the relevant Guarantor(s) nor any of their group companies shall be entitled to vote in respect of Notes held by or on its behalf but this shall not prevent any proxy or representative named in the block voting instructions from being a director, officer or representative |
140
of, or
otherwise connected with, the relevant Issuer, the relevant Guarantor(s)
or any of their group companies.
|
|||
15. | (a) |
Subject as provided
in paragraph 14 above, at any such meeting (a) on a show of hands every
person who is present in person and is the Holder of one or more Registered
Notes or who produces his appointment as a representative or a Bearer
Note or a voting certificate or who is a proxy, shall have one vote and
(b) on a poll every person who is so present shall have one vote in respect
of each U.S.$1 (a
Unit
)
of Registered Notes of the relevant Series of which
he
is the Holder or in respect of which he is a representative or proxy or
in respect of each U.S.$1 (a
Unit
)
of Bearer Notes of the relevant Series so produced
or
represented by the voting certificate so produced or in respect of which
he is a proxy. Without prejudice to the obligations of the proxies named
in any block voting instruction or form of proxy, any person entitled
to more than one vote need not use all his votes or cast all the votes
to which he is entitled in the same way. In the case of joint Holders
of a Registered Note, the vote of the senior who tenders a vote shall
be accepted to the exclusion of the votes of the other joint Holders and
for this purpose seniority shall be determined by the order in which the
names stand in the register of the Holders of Registered Notes in respect
of the joint holding.
|
(b)
|
If any
Issuer shall have issued and have outstanding Notes which are not denominated
in U.S. dollars, in the case of any meeting of holders of Notes of more
than one currency, the amount of such Notes shall (i) for the purposes of
paragraph 23 below be the equivalent in U.S. dollars at the spot rate of
a bank nominated by the Trustee for the conversion of the relevant currency
or currencies to U.S. dollars on the day on which the request in writing
or instrument in writing is received by the Trustee or if that is not a
day on which banks and foreign exchange markets are open in London, the
next following such day and (ii) for the purposes of paragraphs 6, 7, 11
and 15(a) above and paragraph 18 below (whether in respect of the meeting,
or any adjournment thereof or any poll resulting therefrom) be the equivalent
at such spot rate on the Business Day (as defined in Condition 8C(2)) prior
to the day of such meeting. In such circumstances, and where Notes denominated
in U.S. dollars but of different amounts are to be treated together for
the purposes of this Schedule, on any poll each person present shall have
one vote for every
|
141
U.S.$1 in principal
amount of the Notes (converted as above) held.
|
16. |
A
proxy named in any block voting instruction need not be a Holder of any
Note.
|
|
17. |
(A)
|
In the case of Bearer
Notes, each block voting instruction and each form of proxy, together (if
so required by the Trustee) with proof satisfactory to the Trustee of its
due execution on behalf of the relevant Paying Agent, shall be deposited
at the registered office of the relevant Issuer (or at such other place
as the Trustee shall designate or approve) not less than twenty-four hours
before the time appointed for holding the meeting or adjourned meeting or
for the taking of the poll at which the proxy named in the block voting
instruction or form of proxy proposes to vote and in default the block voting
instruction or form of proxy shall not be treated as valid unless the chairman
of the meeting decides otherwise before such meeting or adjourned meeting
or poll proceeds to business. A notarially certified copy of each such block
voting instruction and form of proxy and satisfactory proof as aforesaid
(if applicable) shall be deposited with the Trustee before the commencement
of the meeting, adjourned meeting or poll but the Trustee shall not thereby
be obliged to investigate or be concerned with the validity of, or the authority
of the proxy named in, any such block voting instruction or form of proxy.
|
(B)
|
In the
case of Registered Notes, the form of proxy and the power of attorney or
other authority (if any) under which it is signed shall be deposited at
the registered office of the relevant Issuer (or such other place as the
Trustee shall designate or approve) not less than twenty-four hours before
the time appointed for holding the meeting or adjourned meeting or for the
taking of the poll at which the proxy proposes to vote and, in default,
the form of proxy shall not be treated as valid unless the chairman of the
meeting decides otherwise before such meeting, adjourned meeting or poll
proceeds to business. A notarially certified copy of each form of proxy
shall be deposited with the Trustee before the commencement of the meeting,
adjourned meeting or poll and the Trustee shall not be obliged to investigate
or be concerned with the validity of, or the authority of the proxies named
in, such form of proxy.
|
142
18. | (A) |
In the case of Bearer
Notes, any vote given in accordance with the terms of a block voting instruction
or form of proxy shall be valid notwithstanding the previous revocation
or amendment of the block voting instruction or form of proxy or of any
of the Noteholders instructions pursuant to which it was executed;
PROVIDED THAT no intimation in writing of such revocation or amendment shall
have been received from the Principal Paying Agent by the relevant Issuer
at its registered office or by the chairman of the meeting in each case
not less than 24 hours before the commencement of the meeting or adjourned
meeting at which the block voting instruction or form of proxy is intended
to be used.
|
(B) |
In the case of Registered
Notes, any vote given in accordance with the terms of a form of proxy shall
be valid notwithstanding the previous death or insanity of the principal
or the revocation or amendment of the form of proxy or the authority under
which the form of proxy was executed; PROVIDED THAT no intimation in writing
(including by telex (tested, where appropriate) or by cable) of such death,
insanity or revocation shall have been received by the relevant Issuer at
its registered office or by the chairman of the meeting in each case not
less than twenty-four hours before the time appointed for holding the meeting,
adjourned meeting or taking of a poll at which the form of proxy is intended
to be used.
|
|
19. |
A meeting
of the Holders of Notes shall, in respect of the Notes of the relevant Series
and subject to the provisions contained in the Conditions, in addition to
the powers hereinbefore given, but without prejudice to any powers conferred
on other persons by these presents, have the following powers exercisable
by Extraordinary Resolution namely:
|
|
(a) |
to sanction any proposal
by the relevant Issuer or the relevant Guarantor(s) for any modification,
abrogation, variation or compromise of, or arrangement in respect of, the
rights of the Holders of Notes and/or the Receiptholders and/or the Couponholders
in respect of the Notes of the relevant Series, against the relevant Issuer
and/or Guarantor(s) whether such rights shall arise under these presents,
the Notes, the Receipts or Coupons (if any) of that Series or otherwise;
|
|
(b) | power to sanction any scheme or proposal for the exchange or sale of the Notes of any Series, for the conversion of the Notes of any Series, into or the cancellation of the |
143
Notes of any Series,
in consideration of, shares, stock, bonds, notes, debentures, debenture
stocks and/or other obligations and/or securities of the relevant Issuer
or any other company formed or to be formed, or for or into or in consideration
of cash, or partly for or into or in consideration of such shares, stock,
bonds, notes, debentures, debenture stock and/or other obligations and/or
securities as aforesaid and partly for or into or in consideration of cash;
|
||
(c) |
to assent to any modification
or alteration of the provisions contained in the Notes or the Coupons of
the relevant Series, the Conditions thereof or these presents which shall
be proposed by the relevant Issuer, the relevant Guarantor(s) or the Trustee;
|
|
(d) |
to waive or authorise
any breach or proposed breach by the relevant Issuer or the relevant Guarantor(s)
of its or their obligations under the Conditions applicable to the Notes
of the relevant Series or these presents or determine that any act or omission
which might otherwise constitute an Event of Default under the Conditions
applicable to the Notes of the relevant Series shall not be treated as such;
|
|
(e) |
to authorise the Trustee
to concur in and execute and do all such documents, acts and things as may
be necessary to carry out and give effect to any Extraordinary Resolution;
|
|
(f) |
to give any authority,
direction or sanction which under these presents or the Conditions applicable
to the Notes of the relevant Series is required to be given by Extraordinary
Resolution;
|
|
(g) |
to appoint any persons
(whether Holders of Notes or not) as a committee or committees to represent
the interests of the Holders of Notes in respect of the Notes of the relevant
Series and to confer upon such committee or committees any powers or discretions
which such Holders of Notes could themselves exercise by Extraordinary Resolution;
|
|
(h) |
to approve a person
proposed to be appointed a new Trustee under these presents and to remove
any Trustee or Trustees for the time thereof; and
|
|
(i) | to discharge or exonerate the Trustee from any liability in respect of any act or omission for which the Trustee may have become responsible under these presents or under the Notes of the relevant Series. |
144
20. |
An
Extraordinary Resolution passed at a meeting of the Holders of Notes in
respect of the Notes of the relevant Series duly convened and held in accordance
with these presents shall be binding upon all the Holders of Notes of the
relevant Series, whether present or not present at such meeting, and upon
all the Receiptholders and Couponholders in respect of Notes of the relevant
Series and each of the Holders of Notes and Receiptholders and Couponholders
shall, in respect of the Notes of that Series, be bound to give effect thereto
accordingly. The passing of any such resolution shall be conclusive evidence
that the circumstances of such resolution justify the passing thereof.
|
|
21. |
The
expression
Extraordinary
Resolution
when used in these
presents
means a resolution passed at a meeting of the Holders of Notes in respect
of the Notes of the relevant Series duly convened and held in accordance
with the provisions contained herein by a majority consisting of not less
than three-fourths of the votes cast thereon or an instrument or instruments
in writing signed by the Holder or Holders of not less than 75 per cent.
of the Notes of the relevant Series for the time being outstanding.
|
|
22. |
If
and whenever an Issuer shall have issued and have outstanding any Notes
which do not form one single Series then the foregoing provisions of this
Schedule shall have effect subject to the following modifications:
|
|
(i) |
a resolution
which in the opinion of the Trustee affects one Series only of the Notes
shall be deemed to have been duly passed if passed at a separate meeting
of the Holders of the Notes of the relevant Series;
|
|
(ii) |
a resolution
which in the opinion of the Trustee affects more than one Series of the
Notes but does not give rise to a conflict of interest between the Holders
of Notes of any of the Series affected shall be deemed to have been duly
passed if passed at a single meeting of the Holders of the Notes of all
Series so affected;
|
|
(iii) |
a resolution
which in the opinion of the Trustee affects more than one Series of Notes
and gives or may give rise to a conflict of interest between the Holders
of the Notes of one Series or group of Series so affected and the Holders
of the Notes of another Series or group of Series so affected shall be deemed
to have been duly passed only if in lieu of being passed at a single meeting
of the Holders of the Notes of all such Series it shall be duly passed at
|
145
separate meetings
of the Holders of the Notes of each Series so affected; and
|
||
(iv) |
to all such meetings
as aforesaid all preceding provisions of this Schedule shall
mutatis
mutandis
apply as if references therein to Notes
and Noteholders or Holders of Notes of the relevant Series were references
to the Notes of the Series or group of Series in question and to the Holders
of such Notes respectively.
|
|
23. |
Minutes
of all resolutions and proceedings at every such meeting as aforesaid shall
be made and duly entered in books to be from time to time provided for that
purpose by the relevant Issuer or the Trustee and any such minutes as aforesaid,
if purporting to be signed by the chairman of the meeting at which such
resolutions were passed or proceedings transacted or by the chairman of
the next succeeding meeting of the Holders of Notes in respect of the Notes
of the relevant Series, shall be conclusive evidence of the matters therein
contained and until the contrary is proved every such meeting in respect
of the proceedings of which minutes have been made and signed as aforesaid
shall be deemed to have been duly held and convened and all resolutions
passed or proceedings transacted thereat to have been duly passed and transacted.
|
|
Subject
to all other provisions contained in these presents, the Trustee may by
agreement with N.V. and PLC, without the consent of the Noteholders, the
Receiptholders or the Couponholders, prescribe such further regulations
regarding the holding of meetings of Noteholders and attendance and voting
thereat as the Trustee may in its discretion determine.
|
||
24. | For the purposes only of this Ninth Schedule and in respect only of those Registered Notes of which DTC or its nominee (being Cede & Co. or such other person as may from time to time be notified by DTC to the Registrar) is the Holder, following such time as any notification as is hereinafter mentioned shall have been given (from time to time but only for so long as such notification shall not have been withdrawn by DTC, a Holder shall mean, to the exclusion of the person(s) in whose name any such Registered Notes is registered in the Register, any person who shall have been named in a notification given by DTC to the Registrar as a person who is shown in the records of DTC as having Registered Notes of a specified principal amount standing to the credit of its account with DTC. The relevant Issuer, the relevant Guarantor(s), the Trustee, the Paying Agents and Registrar shall be entitled to treat any notification given by DTC to such effect as conclusive and binding for all purposes in |
146
connection
with meetings of the Noteholders and references to a
Holder
,
a
registered Holder
and to a
person in whose name Registered Notes
are registered
contained in this Ninth
Schedule shall be construed
accordingly.
|
|
25. |
So long
as the Notes of the relevant Series are represented by any Notes in global
form, the Holder of the relevant Notes in global form shall for the purposes
of this Schedule be deemed to be two persons and, at any such meeting, as
having one vote in respect of each Unit for which such Notes in global form
may be exchanged.
|
147
CB011800044
SCHEDULE
Dated 22nd July, 1994
as amended and restated on 2nd July, 2001
UNILEVER N.V.
- and -
UNILEVER PLC
- and -
UNILEVER CAPITAL CORPORATION
- and -
UNILEVER UNITED STATES, INC.
- and -
THE LAW DEBENTURE TRUST CORPORATION p.l.c.
TRUST DEED
in respect of a Programme for the
Issuance of Debt Instruments
(as amended
by the First Supplemental Trust
Deed dated 24th July, 1995, the Second
Supplemental Trust Deed dated 11th July,
1996, the Third Supplemental Trust Deed
dated 13th November, 1997, the Fourth
Supplemental Trust Deed dated 11th November,
1998, the Fifth Supplemental Deed dated 4th
July, 2000 and the Sixth Supplemental Trust
Deed dated 2nd July, 2001)
For the Issuers and the |
For
the Trustee:
|
Guarantors: |
Clifford
Chance Limited Liability
|
Slaughter and May |
Partnership
|
35 Basinghall Street |
200
Aldersgate Street
|
London EC2V 5DB |
London
EC1A 4JJ
|
CB011800044
TABLE
OF CONTENTS
|
|||
Title
|
|||
Clause
Page No. |
|||
1. | Definitions |
2
|
|
2. | Amount of the Notes |
14
|
|
3. | Covenant to repay and to pay interest |
15
|
|
4. | Issue and constitution of Notes |
18
|
|
5. | Forms and issue of the Notes |
20
|
|
6. | Stamp Duties |
23
|
|
7. | Covenant to observe provisions of the Trust Deed and Schedules |
24
|
|
8. | Guarantee |
24
|
|
9. | Application of moneys received by the Trustee |
27
|
|
. | |||
10. | Power to retain and invest less than 10 per cent. |
28
|
|
11.
|
Authorised investments |
28
|
|
12.
|
Indemnification of the Trustee upon enforcement |
29
|
|
13.
|
Payment to Noteholders, Receiptholders and Couponholders |
29
|
|
14.
|
Production of Notes, Receipts and Coupons |
29
|
|
15.
|
Covenants by the Issuers and the Guarantors |
30
|
|
16.
|
Remuneration of the Trustee |
34
|
|
17.
|
Modifications and Substitution |
36
|
|
18.
|
Redemption, Purchase and Cancellation |
42
|
Noteholders
to be treated as holding all Receipts and Coupons
No notice
to Receiptholders or Couponholders
Trustee
may enter into other transactions with N.V., PLC or any of their group companies
Provisions supplemental
to the Trustee Act 1925 and the Trustee Act 2000 in favour of the Trustee
Disapplication
Trustee entitled to
assume due performance
Waiver
Power to delegate
Competence of a majority
of Trustees
Appointment of New
Trustees
Retirement of Trustees
Powers of the Trustee
are additional
Currency Indemnity
Notices
Contracts (Rights
of Third Parties) Act 1999
Governing Law
THE SIXTH SCHEDULE Form of Supplemental Deed increasing Programme Limit |
124
|
||
THE SEVENTH SCHEDULE Form of Supplemental Deed joining a New Issuer |
124
|
||
THE EIGHTH SCHEDULE Form of Supplemental Deed releasing an Issuer |
130
|
||
THE NINTH SCHEDULE Provisions for Meetings of Holders of Notes |
133
|
PLC
DIRECTOR'S SERVICE CONTRACT
THIS AGREEMENT is made
the 21
st
day of December ONE THOUSAND NINE HUNDRED AND NINETY-THREE
between UNILEVER PLC (hereinafter called "the Company" or "PLC") of the one
part and NIALL WILLIAM ARTHUR FITZGERALD (hereinafter called "the Director")
of the other part.
1. |
Definitions
|
||
For
the purposes of this Agreement the following expressions shall, unless the
context otherwise requires, have the following meanings:
|
|||
"The Unilever
Organisation" means the Company and Unilever N.V. (hereinafter called "N.V.")
and all other group companies and associated companies of the Company and
N.V. as these categories are applied for the purposes of consolidation in
Unilever's annual accounts.
|
|||
"The PLC
Group" means those companies (other than N.V.) within the Unilever Organisation
the whole or, as the case may be, part of the share capital whereof is owned
directly or indirectly by the Company.
|
|||
"The N.V.
Group" means those companies (other than PLC) within the Unilever Organisation
the whole or part, as the case may be, of the share capital whereof is owned
directly or indirectly by N.V..
|
|||
2. |
Commencement
|
||
This
Agreement takes effect from the FIFTH day of MAY ONE THOUSAND NINE HUNDRED
AND NINETY-THREE and, together with a similar agreement of even date herewith
entered into between the Director and N.V. ("the N.V. Agreement"), supersedes
all previous agreements relating to the Director's employment within the
Unilever Organisation.
|
nvdscon.doc
- 2 -
3. |
Scope
of Employment
|
||
During
the continuance of this Agreement the Company will employ the Director and
the Director will serve the Company and the PLC Group and will carry out
such duties for the Company and the PLC Group as may be assigned to him.
|
|||
4. |
Remuneration
|
||
4.1 |
The
Company shall pay to the Director remuneration at the rate decided from
time to time by or on behalf of the Company's Board of Directors ("the Board").
|
||
4.2 |
The
Director will not be entitled to receive any fees additional to such remuneration
by virtue, or in respect of, his directorship of the Company or of any directorships
of any other companies within the PLC Group but will be paid the remuneration
referred to above so long as his employment hereunder continues.
|
||
5. |
Duties
of Director
|
||
During
his employment hereunder the Director will:-
|
|||
- |
carry out all such
duties as may be assigned to him honestly, faithfully and to the best
of
his ability;
|
||
- |
devote
the whole of his time and attention to the business of the Unilever Organisation;
|
||
- |
not without
the prior written consent given to him by or on behalf of the Board, and
subject to such conditions as it may lay down from time to time, be concerned
or interested in, or directly or indirectly responsible for the management
of, any other business: provided that nothing in this sub-clause shall prevent
the Director from holding or being otherwise interested in any shares or
other securities of any company for investment purposes only.
|
nvdscon
- 3 -
6. |
Termination
|
||
6.1 |
Notwithstanding
any other provision of this Agreement the Director shall not be nominated
for re-election as a Director of the Company at the first Annual General
Meeting of the Company held after the FIRST day of JANUARY TWO THOUSAND
AND SEVEN, and the Director's employment hereunder shall terminate without
compensation at the end of the calendar month in which that meeting takes
place.
|
||
6.2 |
The Director's
employment hereunder may be terminated at any time prior thereto either
:-
|
||
(a)
|
by the
Company giving the Director twelve calendar months prior written notice,
provided
that
|
||
- |
the Company may, if
it chooses, pay to the Director a sum equal to twelve months' salary in
lieu of notice, or give the Director a combination of notice period followed
by a sum equal to salary in lieu of notice together totalling twelve months
|
||
- |
if at the date the
notice is given there are less than twelve months to run before the date
the Director's employment will terminate under the provisions of Clause
6.1 above, the maximum notice period, including salary in lieu, shall be
reduced accordingly;
|
||
(b) |
by the
Director giving the Company six calendar months prior written notice.
|
||
The amount
payable by the Company to the Director in lieu of notice under Clause 6.2(a)
shall be the salary for the relevant period less any retirement pension
("Retirement Pension") (before commutation of lump sum) received or receivable
by the Director in respect of that period whether such Retirement Pension
is paid by the Company or derives from a Unilever Pension Fund or Funds
or from any other source in respect of Unilever service. For the purpose
of applying the provisions of the preceding sentence, where a retirement
lump sum is paid by the Company or derives from a Unilever Pension Fund
or Funds or from any other source in respect of Unilever service that retirement
lump sum shall be converted into Retirement Pension at a rate determined
by the Company and references to Retirement Pension in the preceding sentence
shall be construed accordingly.
|
|||
nvdscon
- 4 -
6.3 |
At any
time during any period of notice as specified in Clause 6.2 (a) or 6.2 (b)
above the Company may, in its sole discretion, require the Director to remain
away from his place of work on full pay and such requirement will not be
in breach of any of the express or implied terms of this Agreement.
|
||
6.4 |
The Company may terminate
the Director's employment hereunder without notice
if
:-
|
||
(a) |
the Director
is guilty of any serious misconduct in the course of his employment or of
any serious or repeated breach of any of the express or implied terms of
this Agreement;
|
||
(b)
|
the Director
is convicted by any Court of any insider dealing offence, or of any
offence of
dishonesty;
|
||
(c)
|
the Director
becomes prohibited by law from being a Director;
|
||
(d)
|
the Director
becomes bankrupt or makes any composition or enters into any deed of
arrangement
with his creditors.
|
||
The Director
shall have no claim against the Company by reason of such termination. Any
delay or forbearance by the Company in exercising any right of termination
shall not constitute a waiver of it.
|
|||
7. |
Cessation
of Directorship
|
||
7.1 |
Should the Director
cease to be a director of the Company his employment hereunder shall
continue, subject
to the other provisions of this Agreement.
|
||
7.2 |
If the
Director resigns as a Director of the Company he will automatically be deemed
to have given the Company six months written notice under Clause 6.2 (b)
hereof to run from the date his resignation is effective.
|
nvdscon
- 5 -
8. |
Following
Termination
|
||
8.1 |
Following
the termination of his employment hereunder for whatever reason and by whatever
means the Director shall not represent, expressly or impliedly to any person
firm or company that he is authorised to act on the Company's behalf or
on behalf of any company within the PLC Group nor hold himself out as connected
in any way with the Company or the PLC
Group.
|
||
8.2 |
Upon such
termination as aforesaid the Director shall automatically be deemed to have
tendered his resignation as a director of the Company and from any other
directorship which he may then hold in companies within the PLC Group without
any claim to compensation, and the Joint Secretaries of the Company are
hereby irrevocably and severally authorised in his name and on his behalf
to sign documents and do any other things necessary to give effect thereto.
|
||
9. |
Confidential
Information, Documents etc.
|
||
9.1 |
The Director
shall not (except in the proper course of his duties) during or after the
period of his employment under this Agreement divulge to any person firm
or company or otherwise make use of any confidential information or trade
secrets concerning the business, finances or plans of the Company or the
Unilever Organisation or their suppliers, agents, distributors or customers.
|
||
9.2 |
All documents
and other materials made or acquired by the Director during the course of
and for the purposes of his employment hereunder shall be surrendered by
the Director to the Company or to N.V. on the termination of his employment
for whatever reason or shall be so surrendered at the request of the Board
during the course of his employment.
|
||
10. |
Director's
Covenants
|
||
10.1 |
During
and by virtue of his employment hereunder the parties acknowledge that the
Director will acquire trade secrets and other highly confidential information
in the nature of trade secrets. Accordingly, in order to give reasonable
protection to the Company in respect of its proprietary interests in such
matters the parties agree as further set forth in this clause.
|
nvdscon
- 6 -
10.2 |
For a
period of twelve months after the effective date of termination of the Director's
employment hereunder the Director shall not (without the prior written consent
of the Board which may be given or refused in the Board's sole discretion)
become employed or engaged by any person firm or company, or become concerned
with the ownership or management, whether directly or indirectly, of any
company firm or business, which at the effective date of the termination
of the Director's employment
|
||
- |
wholly or partly
carries on a trade or business in the same fields of activities carried
on by the Company or by companies within the Unilever Organisation, or
|
||
- |
is a regular supplier
or customer of the Company or any company within the Unilever Organisation.
|
||
11. |
Intellectual
Property
|
||
11.1 |
Subject
to the provisions of any relevant legislation if at any time during the
course of his duties or employment hereunder the Director makes or discovers
or participates in the making and discovery of any invention whether capable
of being patented or not or of any design or work in respect of which the
Company is entitled to be the copyright owner which is or may be of benefit
to the Unilever Organisation (the intellectual property) the
Director shall immediately notify the Company of the existence of the intellectual
property.
|
||
11.2 |
Without
further consideration the Director shall, at the request and expense of
the Company, both while employed by the Company and thereafter give and
supply such information data drawings and assistance as may be requisite
to enable the Company to exploit the intellectual property to its best advantage
and shall execute all documents and do all things which may be necessary
or desirable for obtaining patent or other protection for the intellectual
property in such parts of the world as may be specified by the Company and
for vesting the same in the Company or as it may direct.
|
||
11.3 |
The Director
hereby appoints each of the Joint Secretaries of the Company severally to
be his Attorney in his name and on his behalf to sign execute or do any
such instrument or thing and generally to use his name for the purpose of
giving to the Company (or its nominee) the full benefit of the provisions
of this Clause. This appointment shall not be revocable by the
|
nvdscon
- 7 -
Director
but will expire automatically twelve months after the effective date of
the termination of the Director's employment hereunder.
|
|||
12. |
Indemnity
|
||
In so far as permitted
by law the Company shall indemnify the Director against all pecuniary
losses which he may
incur in carrying out his duties as a Director of the Company.
|
|||
13. |
Governing
Law
|
||
This Agreement is
governed by and shall be construed in accordance with the laws of
England. The parties
hereto hereby submit to the jurisdiction of the English Courts.
|
|||
IN WITNESS whereof
the Common Seal of Unilever PLC was affixed hereto and Niall William Arthur
FitzGerald has set
his hand and seal the 21
st
day of December 1993.
|
nvdscon
- 8 -
PLC
DIRECTORS SERVICE CONTRACT
THIS AGREEMENT is made
the 11
th
day of April ONE THOUSAND NINE HUNDRED AND
NINETY-FOUR
between UNILEVER PLC (hereinafter called the Company or PLC)
of the one part
and
ANTONY BURGMANS (hereinafter called "the Director") of the other part.
1.
|
Definitions
|
For the purposes
of this Agreement the following expressions shall, unless the context otherwise
requires, have the following meanings:
|
|
"The Unilever Organisation"
means the Company and Unilever N.V. (hereinafter called "N.V.") and all
other group companies and associated companies of the Company and N.V. as
these categories are applied for the purposes of consolidation in Unilever's
annual accounts.
|
|
"The PLC Group" means
those companies (other than N.V.) within the Unilever Organisation the whole
or, as the case may be, part of the share capital whereof is owned directly
or indirectly by the Company.
|
|
"The N.V. Group" means
those companies (other than PLC) within the Unilever Organisation the whole
or part, as the case may be, of the share capital whereof is owned directly
or indirectly by N.V..
|
|
2. |
Commencement
|
This Agreement
takes effect from the FIFTH day of MAY ONE THOUSAND NINE HUNDRED AND NINETY-THREE
and, together with a similar agreement of even date herewith entered into
between the Director and N.V. ("the N.V. Agreement"), supersedes all previous
agreements relating to the Director's employment within the Unilever Organisation.
|
|
3. |
Scope of Employment
|
|
During the continuance
of this Agreement the Company will employ the Director and the Director
will serve the Company and the PLC Group and will carry out such duties
for the Company and the PLC Group as may be assigned to him.
|
nvdscon
- 9 -
4. |
Remuneration
|
||
4.1 |
The
Company shall pay to the Director remuneration at the rate decided from
time to time by or on behalf of the Company's Board of Directors ("the Board").
|
||
4.2 |
The
Director will not be entitled to receive any fees additional to such remuneration
by virtue, or in respect of, his directorship of the Company or of any directorships
of any other companies within the PLC Group but will be paid the remuneration
referred to above so long as his employment hereunder continues.
|
||
5.
|
Duties
of Director
|
||
During
his employment hereunder the Director will:-
|
|||
- |
carry out all such
duties as may be assigned to him honestly, faithfully and to the best
of
his ability;
|
||
- |
devote
the whole of his time and attention to the business of the Unilever Organisation;
|
||
- |
not without
the prior written consent given to him by or on behalf of the Board, and
subject to such conditions as it may lay down from time to time, be concerned
or interested in, or directly or indirectly responsible for the management
of, any other business: provided that nothing in this sub-clause shall prevent
the Director from holding or being otherwise interested in any shares or
other securities of any company for investment purposes only.
|
||
6. |
Termination
|
||
6.1 |
Notwithstanding
any other provision of this Agreement the Director shall not be nominated
for re-election as a Director of the Company at the first Annual General
Meeting of the Company held after the FIRST day of JANUARY TWO THOUSAND
AND NINE, and the Director's employment hereunder shall terminate without
compensation at the end of the calendar month in which that meeting takes
place.
|
nvdscon
- 10 -
6.2 |
The
Director's employment hereunder may be terminated at any time prior thereto
either :-
|
||
(a) |
by the
Company giving the Director twelve calendar months prior written notice,
provided
that
|
||
- |
the Company may, if
it chooses, pay to the Director a sum equal to twelve months' salary in
lieu of notice, or give the Director a combination of notice period followed
by a sum equal to salary in lieu of notice together totalling twelve months
|
||
- |
if at the date the
notice is given there are less than twelve months to run before the date
the Director's employment will terminate under the provisions of Clause
6.1 above, the maximum notice period, including salary in lieu, shall be
reduced accordingly;
|
||
(b) |
by the
Director giving the Company six calendar months prior written notice.
|
||
The amount
payable by the Company to the Director in lieu of notice under Clause 6.2(a)
shall be the salary for the relevant period less any retirement pension
("Retirement Pension") (before commutation of lump sum) received or receivable
by the Director in respect of that period whether such Retirement Pension
is paid by the Company or derives from a Unilever Pension Fund or Funds
or from any other source in respect of Unilever service. For the purpose
of applying the provisions of the preceding sentence, where a retirement
lump sum is paid by the Company or derives from a Unilever Pension Fund
or Funds or from any other source in respect of Unilever service that retirement
lump sum shall be converted into Retirement Pension at a rate determined
by the Company and references to Retirement Pension in the preceding sentence
shall be construed accordingly.
|
|||
6.3 |
At any
time during any period of notice as specified in Clause 6.2 (a) or 6.2 (b)
above the Company may, in its sole discretion, require the Director to remain
away from his place of work on full pay and such requirement will not be
in breach of any of the express or implied terms of this Agreement.
|
||
6.4 |
The Company may terminate
the Director's employment hereunder without notice if :-
|
nvdscon
- 11 -
|
(a) |
the Director
is guilty of any serious misconduct in the course of his employment or of
any serious or repeated breach of any of the express or implied terms of
this Agreement;
|
|
(b) |
the Director
is convicted by any Court of any insider dealing offence, or of any
offence of
dishonesty;
|
|
(c) |
the Director
becomes prohibited by law from being a Director;
|
|
(d) |
the Director
becomes bankrupt or makes any composition or enters into any deed of
arrangement
with his creditors.
|
The Director
shall have no claim against the Company by reason of such termination. Any
delay or forbearance by the Company in exercising any right of termination
shall not constitute a waiver of it.
|
|
7. |
Cessation
of Directorship
|
7.1 |
Should
the Director cease to be a director of the Company his employment hereunder
shall
continue,
subject to the other provisions of this Agreement.
|
7.2 |
If the
Director resigns as a Director of the Company he will automatically be deemed
to have given the Company six months written notice under Clause 6.2 (b)
hereof to run from the date his resignation is effective.
|
8. |
Following
Termination
|
8.1 |
Following
the termination of his employment hereunder for whatever reason and by whatever
means the Director shall not represent, expressly or impliedly to any person
firm or company that he is authorised to act on the Company's behalf or
on behalf of any company within the PLC Group nor hold himself out as connected
in any way with the Company or the PLC Group.
|
nvdscon
- 12 -
8.2 |
Upon
such termination as aforesaid the Director shall automatically be deemed
to have tendered his resignation as a director of the Company and from any
other directorship which he may then hold in companies within the PLC Group
without any claim to compensation, and the Joint Secretaries of the Company
are hereby irrevocably and severally authorised in his name and on his behalf
to sign documents and do any other things necessary to give effect thereto.
|
9. |
Confidential
Information, Documents etc.
|
9.1 |
The Director
shall not (except in the proper course of his duties) during or after the
period of his employment under this Agreement divulge to any person firm
or company or otherwise make use of any confidential information or trade
secrets concerning the business, finances or plans of the Company or the
Unilever Organisation or their suppliers, agents, distributors or customers.
|
9.2 |
All documents
and other materials made or acquired by the Director during the course of
and for the purposes of his employment hereunder shall be surrendered by
the Director to the Company or to N.V. on the termination of his employment
for whatever reason or shall be so surrendered at the request of the Board
during the course of his employment.
|
10. |
Director's
Covenants
|
10.1 |
During
and by virtue of his employment hereunder the parties acknowledge that the
Director will acquire trade secrets and other highly confidential information
in the nature of trade secrets. Accordingly, in order to give reasonable
protection to the Company in respect of its proprietary interests in such
matters the parties agree as further set forth in this clause.
|
10.2 |
For a
period of twelve months after the effective date of termination of the Director's
employment hereunder the Director shall not (without the prior written consent
of the Board which may be given or refused in the Board's sole discretion)
become employed or engaged by any person firm or company, or become concerned
with the ownership or management, whether directly or indirectly, of any
company firm or business, which at the effective date of the termination
of the Director's employment
|
nvdscon
- 13 -
- |
wholly or partly carries
on a trade or business in the same fields of activities carried
on
by the Company or by companies within the Unilever Organisation, or
|
|
- |
is a regular supplier
or customer of the Company or any company within the Unilever Organisation.
|
|
11. |
Intellectual
Property
|
|
11.1 |
Subject
to the provisions of any relevant legislation if at any time during the
course of his duties or employment hereunder the Director makes or discovers
or participates in the making and discovery of any invention whether capable
of being patented or not or of any design or work in respect of which the
Company is entitled to be the copyright owner which is or may be of benefit
to the Unilever Organisation (the intellectual property) the
Director shall immediately notify the Company of the existence of the intellectual
property.
|
|
11.2 |
Without
further consideration the Director shall, at the request and expense of
the Company, both while employed by the Company and thereafter give and
supply such information data drawings and assistance as may be requisite
to enable the Company to exploit the intellectual property to its best advantage
and shall execute all documents and do all things which may be necessary
or desirable for obtaining patent or other protection for the intellectual
property in such parts of the world as may be specified by the Company and
for vesting the same in the Company or as it may direct.
|
|
11.3 |
The Director
hereby appoints each of the Joint Secretaries of the Company severally to
be his Attorney in his name and on his behalf to sign execute or do any
such instrument or thing and generally to use his name for the purpose of
giving to the Company (or its nominee) the full benefit of the provisions
of this Clause. This appointment shall not be revocable by the Director
but will expire automatically twelve months after the effective date of
the termination of the Director's employment hereunder.
|
|
12. |
Indemnity
|
|
In so
far as permitted by law the Company shall indemnify the Director against
all pecuniary losses which he may incur in carrying out his duties as a
Director of the Company.
|
nvdscon
- 14 -
13. |
Governing Law
|
This Agreement is
governed by and shall be construed in accordance with the laws of
England. The parties
hereto hereby submit to the jurisdiction of the English Courts.
|
|
IN WITNESS
whereof the Common Seal of Unilever PLC was affixed hereto and Antony Burgmans
has
set his hand
and seal the 11
th
day of April 1994.
|
The Common
Seal of Unilever PLC
was affixed hereto in the presence of: |
Sgd/J W B Westerburgen Secretary |
Sgd/S G Williams
Secretary |
|
Signed Sealed
and Delivered
By Antony Burgmans In the presence of: |
Sgd/A Burgmans Sgd/R M Tomlinson Witness |
nvdscon
- 15 -
PLC
DIRECTORS SERVICE CONTRACT
|
|
THIS
AGREEMENT is made the 22
nd
day of Decmeber ONE THOUSAND NINE HUNDRED AND
NINETY-THREE between UNILEVER PLC (hereinafter called the Company
or PLC) of the one part and ALAN CLIVE BUTLER (hereinafter called
"the Director") of the other part.
|
|
1. |
Definitions
|
|
For
the purposes of this Agreement the following expressions shall, unless the
context otherwise requires, have the following meanings:
"The Unilever Organisation" means the Company and Unilever N.V. (hereinafter called "N.V.") and all other group companies and associated companies of the Company and N.V. as these categories are applied for the purposes of consolidation in Unilever's annual accounts. "The PLC Group" means those companies (other than N.V.) within the Unilever Organisation the whole or, as the case may be, part of the share capital whereof is owned directly or indirectly by the Company. "The N.V. Group" means those companies (other than PLC) within the Unilever Organisation the whole or part, as the case may be, of the share capital whereof is owned directly or indirectly by N.V.. |
2. |
Commencement
|
|
This
Agreement takes effect from the FIFTH day of MAY ONE THOUSAND NINE HUNDRED
AND NINETY-THREE and, together with a similar agreement of even date herewith
entered into between the Director and N.V. ("the N.V. Agreement"), supersedes
all previous agreements relating to the Director's employment within the
Unilever Organisation.
|
3. |
Scope
of Employment
|
|
During
the continuance of this Agreement the Company will employ the Director and
the Director will serve the Company and the PLC Group and will carry out
such duties for the Company and the PLC Group as may be assigned to him.
|
nvdscon
- 16 -
4. |
Remuneration
|
|
4.1 |
The
Company shall pay to the Director remuneration at the rate decided from
time to time by or on behalf of the Company's Board of Directors ("the Board").
|
|
4.2 |
The
Director will not be entitled to receive any fees additional to such remuneration
by virtue, or in respect of, his directorship of the Company or of any directorships
of any other companies within the PLC Group but will be paid the remuneration
referred to above so long as his employment hereunder continues.
|
|
5. |
Duties
of Director
|
|
During
his employment hereunder the Director will:-
|
||
- |
carry
out all such duties as may be assigned to him honestly, faithfully and to
the best of
his
ability;
|
|
- |
devote
the whole of his time and attention to the business of the Unilever Organisation;
|
|
- |
not without
the prior written consent given to him by or on behalf of the Board, and
subject to such conditions as it may lay down from time to time, be concerned
or interested in, or directly or indirectly responsible for the management
of, any other business: provided that nothing in this sub-clause shall prevent
the Director from holding or being otherwise interested in any shares or
other securities of any company for investment purposes only.
|
|
6. |
Termination
|
|
6.1
|
Notwithstanding
any other provision of this Agreement the Director shall not be nominated
for re-election as a Director of the Company at the first Annual General
Meeting of the Company held after the FIRST day of JANUARY TWO THOUSAND
AND EIGHT, and the Director's employment hereunder shall terminate without
compensation at the end of the calendar month in which that meeting takes
place.
|
nvdscon
- 17 -
6.2 |
The
Director's employment hereunder may be terminated at any time prior thereto
either :-
|
||
(a) |
by
the Company giving the Director twelve calendar months prior written notice,
provided
that
|
||
- |
the
Company may, if it chooses, pay to the Director a sum equal to twelve months'
salary in lieu of notice, or give the Director a combination of notice period
followed by a sum equal to salary in lieu of notice together totalling twelve
months
|
||
- |
if
at the date the notice is given there are less than twelve months to run
before the date the Director's employment will terminate under the provisions
of Clause 6.1 above, the maximum notice period, including salary in lieu,
shall be reduced accordingly;
|
||
(b) |
by
the Director giving the Company six calendar months prior written notice.
|
||
The
amount payable by the Company to the Director in lieu of notice under Clause
6.2(a) shall be the salary for the relevant period less any retirement pension
("Retirement Pension") (before commutation of lump sum) received or receivable
by the Director in respect of that period whether such Retirement Pension
is paid by the Company or derives from a Unilever Pension Fund or Funds
or from any other source in respect of Unilever service. For the purpose
of applying the provisions of the preceding sentence, where a retirement
lump sum is paid by the Company or derives from a Unilever Pension Fund
or Funds or from any other source in respect of Unilever service that retirement
lump sum shall be converted into Retirement Pension at a rate determined
by the Company and references to Retirement Pension in the preceding sentence
shall be construed accordingly.
|
|||
6.3 |
At
any time during any period of notice as specified in Clause 6.2 (a) or 6.2
(b) above the Company may, in its sole discretion, require the Director
to remain away from his place of work on full pay and such requirement will
not be in breach of any of the express or implied terms of this Agreement.
|
||
6.4
|
The Company may terminate
the Director's employment hereunder without notice if :-
|
nvdscon
- 18 -
|
(a) |
the Director
is guilty of any serious misconduct in the course of his employment or of
any serious or repeated breach of any of the express or implied terms of
this Agreement;
|
|
(b) |
the Director
is convicted by any Court of any insider dealing offence, or of any
offence of
dishonesty;
|
|
(c) |
the Director
becomes prohibited by law from being a Director;
|
(d) |
the Director
becomes bankrupt or makes any composition or enters into any deed of
arrangement
with his creditors.
|
|
The
Director shall have no claim against the Company by reason of such termination.
Any delay or forbearance by the Company in exercising any right of termination
shall not constitute a waiver of it.
|
||
7. |
Cessation
of Directorship
|
|
7.1 |
Should
the Director cease to be a director of the Company his employment hereunder
shall
continue,
subject to the other provisions of this Agreement.
|
|
7.2 |
If
the Director resigns as a Director of the Company he will automatically
be deemed to have given the Company six months written notice under Clause
6.2 (b) hereof to run from the date his resignation is effective.
|
|
8. |
Following
Termination
|
|
8.1
|
Following
the termination of his employment hereunder for whatever reason and by whatever
means the Director shall not represent, expressly or impliedly to any person
firm or company that he is authorised to act on the Company's behalf or
on behalf of any company within the PLC Group nor hold himself out as connected
in any way with the Company or the PLC Group.
|
nvdscon
- 19 -
8.2 |
Upon such termination
as aforesaid the Director shall automatically be deemed to have tendered
his resignation as a director of the Company and from any other directorship
which he may then hold in companies within the PLC Group without any claim
to compensation, and the Joint Secretaries of the Company are hereby irrevocably
and severally authorised in his name and on his behalf to sign documents
and do any other things necessary to give effect thereto.
|
9. |
Confidential
Information, Documents etc.
|
9.1 |
The Director shall
not (except in the proper course of his duties) during or after the period
of his employment under this Agreement divulge to any person firm or company
or otherwise make use of any confidential information or trade secrets concerning
the business, finances or plans of the Company or the Unilever Organisation
or their suppliers, agents, distributors or customers.
|
9.2 |
All documents and
other materials made or acquired by the Director during the course of and
for the purposes of his employment hereunder shall be surrendered by the
Director to the Company or to N.V. on the termination of his employment
for whatever reason or shall be so surrendered at the request of the Board
during the course of his employment.
|
10. |
Director's
Covenants
|
10.1 |
During and by virtue
of his employment hereunder the parties acknowledge that the Director will
acquire trade secrets and other highly confidential information in the nature
of trade secrets. Accordingly, in order to give reasonable protection to
the Company in respect of its proprietary interests in such matters the
parties agree as further set forth in this clause.
|
10.2 |
For a period of twelve
months after the effective date of termination of the Director's employment
hereunder the Director shall not (without the prior written consent of the
Board which may be given or refused in the Board's sole discretion) become
employed or engaged by any person firm or company, or become concerned with
the ownership or management, whether directly or indirectly, of any company
firm or business, which at the effective date of the termination of the
Director's employment
|
nvdscon
- 20 -
- |
wholly or partly carries
on a trade or business in the same fields of activities carried
on
by the Company or by companies within the Unilever Organisation, or
|
|
- |
is a regular supplier
or customer of the Company or any company within the Unilever
Organisation.
|
|
11. |
Intellectual
Property
|
|
11.1 |
Subject
to the provisions of any relevant legislation if at any time during the
course of his duties or employment hereunder the Director makes or discovers
or participates in the making and discovery of any invention whether capable
of being patented or not or of any design or work in respect of which the
Company is entitled to be the copyright owner which is or may be of benefit
to the Unilever Organisation (the intellectual property) the
Director shall immediately notify the Company of the existence of the intellectual
property.
|
|
11.2 |
Without
further consideration the Director shall, at the request and expense of
the Company, both while employed by the Company and thereafter give and
supply such information data drawings and assistance as may be requisite
to enable the Company to exploit the intellectual property to its best advantage
and shall execute all documents and do all things which may be necessary
or desirable for obtaining patent or other protection for the intellectual
property in such parts of the world as may be specified by the Company and
for vesting the same in the Company or as it may direct.
|
|
11.3 |
The Director
hereby appoints each of the Joint Secretaries of the Company severally to
be his Attorney in his name and on his behalf to sign execute or do any
such instrument or thing and generally to use his name for the purpose of
giving to the Company (or its nominee) the full benefit of the provisions
of this Clause. This appointment shall not be revocable by the Director
but will expire automatically twelve months after the effective date of
the termination of the Director's employment hereunder.
|
|
12. |
Indemnity
|
|
In so
far as permitted by law the Company shall indemnify the Director against
all pecuniary losses which he may incur in carrying out his duties as a
Director of the Company.
|
nvdscon
- 21 -
13. |
Governing Law
|
This Agreement is
governed by and shall be construed in accordance with the laws of
England. The parties
hereto hereby submit to the jurisdiction of the English Courts.
|
|
IN WITNESS
whereof the Common Seal of Unilever PLC was affixed hereto and Alan Clive
Butler has
set
his hand and seal the 22
nd
day of December 1993.
|
The Common
Seal of Unilever PLC
was affixed hereto in the presence of: |
Sgd/J W B Westerburgen Secretary |
Sgd/S G Williams Secretary |
|
Signed Sealed
and Delivered
By Alan Clive Butler In the presence of: |
Sgd/A C Butler |
Sgd/R M Tomlinson
Witness |
nvdscon
- 22 -
PLC DIRECTORS SERVICE CONTRACT
THIS AGREEMENT is made the 4 th day of May ONE THOUSAND NINE HUNDRED AND NINETY-NINE between UNILEVER PLC (hereinafter called the Company or PLC) of the one part and PATRICK JEAN-PIERRE CESCAU (hereinafter called "the Director") of the other part.
1.
|
Definitions
For the purposes of this Agreement the following expressions shall, unless the context otherwise requires, have the following meanings: "The Unilever Organisation" means the Company and Unilever N.V. (hereinafter called "N.V.") and all other group companies and associated companies of the Company and N.V. as these categories are applied for the purposes of consolidation in Unilever's annual accounts. "The PLC Group" means those companies (other than N.V.) within the Unilever Organisation the whole or, as the case may be, part of the share capital whereof is owned directly or indirectly by the Company. "The N.V. Group" means those companies (other than PLC) within the Unilever Organisation the whole or part, as the case may be, of the share capital whereof is owned directly or indirectly by N.V.. |
2.
|
Commencement
This Agreement takes effect from the FOURTH day of MAY ONE THOUSAND NINE HUNDRED AND NINETY-NINE and, together with a similar agreement of even date herewith entered into between the Director and N.V. ("the N.V. Agreement"), supersedes all previous agreements relating to the Director's employment within the Unilever Organisation. |
3.
|
Scope
of Employment
During the continuance of this Agreement the Company will employ the Director and the Director will serve the Company and the PLC Group and will carry out such duties for the Company and the PLC Group as may be assigned to him. |
nvdscon
- 23 -
4. |
Remuneration
|
|
4.1 |
The Company
shall pay to the Director remuneration at the rate decided from time to
time by or
on
behalf of the Company's Board of Directors ("the Board").
|
|
4.2 |
The Director
will not be entitled to receive any fees additional to such remuneration
by virtue, or in respect of, his directorship of the Company or of any directorships
of any other companies within the PLC Group but will be paid the remuneration
referred to above so long as his employment hereunder continues.
|
|
5. |
Duties
of Director
During his employment hereunder the Director will:- |
|
- |
carry out all such
duties as may be assigned to him honestly, faithfully and to the best of
his ability;
|
|
- |
devote the whole of
his time and attention to the business of the Unilever Organisation;
|
|
- |
not without the prior
written consent given to him by or on behalf of the Board, and subject to
such conditions as it may lay down from time to time, be concerned or interested
in, or directly or indirectly responsible for the management of, any other
business: provided that nothing in this sub-clause shall prevent the Director
from holding or being otherwise interested in any shares or other securities
of any company for investment purposes only.
|
|
6. |
Termination
|
|
6.1 | Notwithstanding any other provision of this Agreement the Director shall not be nominated for re-election as a Director of the Company at the first Annual General Meeting of the Company held after the FIRST day of JANUARY TWO THOUSAND AND TEN, and the Director's employment hereunder shall terminate without compensation at the end of the calendar month in which that meeting takes place. |
nvdscon
- 24 -
6.2 |
The Director's
employment hereunder may be terminated at any time prior thereto either
:-
|
||
(a) |
by the
Company giving the Director twelve calendar months prior written notice,
provided
that
|
||
- |
the Company may, if
it chooses, pay to the Director a sum equal to twelve months' salary in
lieu of notice, or give the Director a combination of notice period followed
by a sum equal to salary in lieu of notice together totalling twelve months
|
||
- |
if at the date the
notice is given there are less than twelve months to run before the date
the Director's employment will terminate under the provisions of Clause
6.1 above, the maximum notice period, including salary in lieu, shall be
reduced accordingly;
|
||
(b) |
by the Director giving
the Company six calendar months prior written notice.
|
||
The amount
payable by the Company to the Director in lieu of notice under Clause 6.2(a)
shall be the salary for the relevant period less any retirement pension
("Retirement Pension") (before commutation of lump sum) received or receivable
by the Director in respect of that period whether such Retirement Pension
is paid by the Company or derives from a Unilever Pension Fund or Funds
or from any other source in respect of Unilever service. For the purpose
of applying the provisions of the preceding sentence, where a retirement
lump sum is paid by the Company or derives from a Unilever Pension Fund
or Funds or from any other source in respect of Unilever service that retirement
lump sum shall be converted into Retirement Pension at a rate determined
by the Company and references to Retirement Pension in the preceding sentence
shall be construed accordingly.
|
|||
6.3 |
At any
time during any period of notice as specified in Clause 6.2 (a) or 6.2 (b)
above the Company may, in its sole discretion, require the Director to remain
away from his place of work on full pay and such requirement will not be
in breach of any of the express or implied terms of this Agreement.
|
||
6.4 | The Company may terminate the Director's employment hereunder without notice if :- |
nvdscon
- 25 -
(a)
|
the Director
is guilty of any serious misconduct in the course of his employment or of
any serious or repeated breach of any of the express or implied terms of
this Agreement;
|
|
(b)
|
the Director
is convicted by any Court of any insider dealing offence, or of any
offence of
dishonesty;
|
|
(c)
|
the Director
becomes prohibited by law from being a Director;
|
|
(d)
|
the Director becomes
bankrupt or makes any composition or enters into any deed of
arrangement
with his creditors.
|
|
The
Director shall have no claim against the Company by reason of such termination.
Any delay or forbearance by the Company in exercising any right of termination
shall not constitute a waiver of it.
|
||
7. |
Cessation
of Directorship
|
|
7.1 |
Should
the Director cease to be a member of the Board his employment hereunder
shall
continue,
subject to the other provisions of this Agreement.
|
|
7.2 |
If
the Director resigns as a Director of the Company he will automatically
be deemed to have given the Company six months written notice under Clause
6.2 (b) hereof to run from the date his resignation is effective.
|
|
8. |
Following
Termination
|
|
8.1 | Following the termination of his employment hereunder for whatever reason and by whatever means the Director shall not represent, expressly or impliedly to any person firm or company that he is authorised to act on the Company's behalf or on behalf of any company within the PLC Group nor hold himself out as connected in any way with the Company or the PLC Group. |
nvdscon
- 26 -
8.2 |
Upon such termination
as aforesaid the Director shall automatically be deemed to have tendered
his resignation as a director of the Company and from any other directorship
which he may then hold in companies within the PLC Group without any claim
to compensation, and the Joint Secretaries of the Company are hereby irrevocably
and severally authorised in his name and on his behalf to sign documents
and do any other things necessary to give effect thereto.
|
9. |
Confidential
Information, Documents etc.
|
9.1 |
The Director shall
not (except in the proper course of his duties) during or after the period
of his employment under this Agreement divulge to any person firm or company
or otherwise make use of any confidential information or trade secrets concerning
the business, finances or plans of the Company or the Unilever Organisation
or their suppliers, agents, distributors or customers.
|
9.2 |
All documents and
other materials made or acquired by the Director during the course of and
for the purposes of his employment hereunder shall be surrendered by the
Director to the Company or to N.V. on the termination of his employment
for whatever reason or shall be so surrendered at the request of the Board
during the course of his employment.
|
10. |
Director's
Covenants
|
10.1 |
During and by virtue
of his employment hereunder the parties acknowledge that the Director will
acquire trade secrets and other highly confidential information in the nature
of trade secrets. Accordingly, in order to give reasonable protection to
the Company in respect of its proprietary interests in such matters the
parties agree as further set forth in this clause.
|
10.2 | For a period of twelve months after the effective date of termination of the Director's employment hereunder the Director shall not (without the prior written consent of the Board which may be given or refused in the Board's sole discretion) become employed or engaged by any person firm or company, or become concerned with the ownership or management, whether directly or indirectly, of any company firm or business, which at the effective date of the termination of the Director's employment |
nvdscon
- 27 -
- |
wholly or partly carries
on a trade or business in the same fields of activities carried
on
by the Company or by companies within the Unilever Organisation, or
|
|
- |
is a regular supplier
or customer of the Company or any company within the Unilever
Organisation.
|
|
11. |
Intellectual
Property
|
|
11.1 |
The Director
acknowledges that, if at any time during the course of his duties or employment
hereunder he makes or discovers or participates in the making or discovery
of any invention whether capable of being patented or not or of any design
or work to which copyright attaches, the Unilever Organisation is entitled
to the benefit of any such intellectual property and the Director shall
immediately notify the Company of the existence thereof.
|
|
11.2 |
Without
further consideration the Director shall, at the request and expense of
the Company, both while employed by the Company and thereafter give and
supply such information data drawings and assistance as may be requisite
to enable the Company to exploit the intellectual property to its best advantage
and shall execute all documents and do all things which may be necessary
or desirable for obtaining patent or other protection for the intellectual
property in such parts of the world as may be specified by the Company and
for vesting the same in the Company or as it may direct.
|
|
11.3 |
The Director
hereby appoints each of the Joint Secretaries of the Company severally to
be his Attorney in his name and on his behalf to sign execute or do any
such instrument or thing and generally to use his name for the purpose of
giving to the Company (or its nominee) the full benefit of the provisions
of this Clause. This appointment shall not be revocable by the Director
but will expire automatically twelve months after the effective date of
the termination of the Director's employment hereunder.
|
|
12. |
Indemnity
|
|
In so far as permitted by law the Company shall indemnify the Director against all pecuniary losses which he may incur in carrying out his duties as a Director of the Company. |
nvdscon
- 28 -
13. |
Governing Law
|
This Agreement is
governed by and shall be construed in accordance with the laws of
England. The parties
hereto hereby submit to the jurisdiction of the English Courts.
|
|
AS WITNESS whereof the Common Seal of Unilever PLC was affixed and Patrick Jean-Pierre Cescau has set his hand and seal the 4 th day of May 1999. |
The Common Seal of Unilever PLC |
|
was affixed hereto in the presence of: | Sgd/S G Williams, Authorised Signatory |
Sgd/J W B Westerburgen, Authorised Signatory | |
Signed Sealed and Delivered | |
By Patrick Jean-Pierre Cescau | Sgd/P J Cescau |
In the presence of: | Sgd/S Miller |
Witness |
nvdscon
- 29 -
PLC
DIRECTORS SERVICE CONTRACT
THIS
AGREEMENT is made the 9
th
day of August TWO THOUSAND between UNILEVER PLC
(hereinafter called
"
the
Company
"
or
"
PLC
"
)
of the one part and KEKI BOMI DADISETH (hereinafter called "the Director")
of the other part.
|
|
1. |
Definitions
|
2. |
Commencement
|
3. |
Scope of Employment
|
nvdscon
- 30 -
4.
|
Remuneration
|
|
4.1
|
The Company
shall pay to the Director remuneration at the rate decided from time to
time by or on behalf of the Company's Board of Directors ("the Board").
|
|
4.2
|
The Director
will not be entitled to receive any fees additional to such remuneration
by virtue, or in respect of, his directorship of the Company or of any directorships
of any other companies within the PLC Group but will be paid the remuneration
referred to above so long as his employment hereunder continues.
|
|
5.
|
Duties
of Director
|
|
During
his employment hereunder the Director will:-
|
||
-
|
carry out all such
duties as may be assigned to him honestly, faithfully and to the best of
his ability;
|
|
-
|
devote the whole of
his time and attention to the business of the Unilever Organisation;
|
|
-
|
not without the prior
written consent given to him by or on behalf of the Board, and subject to
such conditions as it may lay down from time to time, be concerned or interested
in, or directly or indirectly responsible for the management of, any other
business: provided that nothing in this sub-clause shall prevent the Director
from holding or being otherwise interested in any shares or other securities
of any company for investment purposes only.
|
|
6.
|
Termination
|
|
6.1
|
Notwithstanding
any other provision of this Agreement the Director shall not be nominated
for re-election as a Director of the Company at the first Annual General
Meeting of the Company held after the FIRST day of JANUARY TWO THOUSAND
AND SEVEN, and the Director's employment hereunder shall terminate without
compensation at the end of the calendar month in which that meeting takes
place.
|
nvdscon
- 31 -
6.2
|
The
Director's employment hereunder may be terminated at any time prior thereto
either :-
|
||
(a)
|
by
the Company giving the Director twelve calendar months prior written notice,
provided that
|
||
-
|
the
Company may, if it chooses, pay to the Director a sum equal to twelve
months' salary in lieu of notice, or give the Director a combination of
notice period followed by a sum equal to salary in lieu of notice together
totalling twelve months
|
||
-
|
if
at the date the notice is given there are less than twelve months to run
before the date the Director's employment will terminate under the provisions
of Clause 6.1 above, the maximum notice period, including salary in lieu,
shall be reduced accordingly;
|
||
(b)
|
by
the Director giving the Company six calendar months prior written notice.
|
||
The
amount payable by the Company to the Director in lieu of notice under
Clause 6.2(a) shall be the salary for the relevant period less any retirement
pension ("Retirement Pension") (before commutation of lump sum) received
or receivable by the Director in respect of that period whether such Retirement
Pension is paid by the Company or derives from a Unilever Pension Fund
or Funds or from any other source in respect of Unilever service. For
the purpose of applying the provisions of the preceding sentence, where
a retirement lump sum is paid by the Company or derives from a Unilever
Pension Fund or Funds or from any other source in respect of Unilever
service that retirement lump sum shall be converted into Retirement Pension
at a rate determined by the Company and references to Retirement Pension
in the preceding sentence shall be construed accordingly.
|
|||
6.3
|
At
any time during any period of notice as specified in Clause 6.2 (a) or
6.2 (b) above the Company may, in its sole discretion, require the Director
to remain away from his place of work on full pay and such requirement
will not be in breach of any of the express or implied terms of this Agreement.
|
||
6.4
|
The
Company may terminate the Director's employment hereunder without notice
if :-
|
nvdscon
- 32 -
(a) |
the Director is guilty
of any serious misconduct in the course of his employment or of any serious
or repeated breach of any of the express or implied terms of this Agreement;
|
|
(b) |
the Director is convicted
by any Court of any insider dealing offence, or of any
offence of
dishonesty;
|
|
(c) |
the Director becomes
prohibited by law from being a Director;
|
|
(d) |
the Director becomes
bankrupt or makes any composition or enters into any deed of
arrangement with
his creditors.
|
|
The Director
shall have no claim against the Company by reason of such termination. Any
delay or forbearance by the Company in exercising any right of termination
shall not constitute a waiver of it.
|
||
7. |
Cessation
of Directorship
|
|
7.1 |
Should
the Director cease to be a member of the Board his employment hereunder
shall continue, subject to the other provisions of this Agreement.
|
|
7.2 |
If the
Director resigns as a Director of the Company he will automatically be deemed
to have given the Company six months written notice under Clause 6.2 (b)
hereof to run from the date his resignation is effective.
|
|
8. |
Following
Termination
|
|
8.1 |
Following
the termination of his employment hereunder for whatever reason and by whatever
means the Director shall not represent, expressly or impliedly to any person
firm or company that he is authorised to act on the Company's behalf or
on behalf of any company within the PLC Group nor hold himself out as connected
in any way with the Company or the PLC Group.
|
|
8.2 |
Upon such
termination as aforesaid the Director shall automatically be deemed to have
tendered his resignation as a director of the Company and from any other
directorship which
|
nvdscon
- 33 -
he may
then hold in companies within the PLC Group without any claim to compensation,
and the Joint Secretaries of the Company are hereby irrevocably and severally
authorised in his name and on his behalf to sign documents and do any other
things necessary to give effect thereto.
|
||
9. |
Confidential
Information, Documents etc.
|
|
9.1 |
The Director
shall not (except in the proper course of his duties) during or after the
period of his employment under this Agreement divulge to any person firm
or company or otherwise make use of any confidential information or trade
secrets concerning the business, finances or plans of the Company or the
Unilever Organisation or their suppliers, agents, distributors or customers.
|
|
9.2 |
All documents
and other materials made or acquired by the Director during the course of
and for the purposes of his employment hereunder shall be surrendered by
the Director to the Company or to N.V. on the termination of his employment
for whatever reason or shall be so surrendered at the request of the Board
during the course of his employment.
|
|
10. |
Director's
Covenants
|
|
10.1 |
During
and by virtue of his employment hereunder the parties acknowledge that the
Director will acquire trade secrets and other highly confidential information
in the nature of trade secrets. Accordingly, in order to give reasonable
protection to the Company in respect of its proprietary interests in such
matters the parties agree as further set forth in this clause.
|
|
10.2 |
For a
period of twelve months after the effective date of termination of the Director's
employment hereunder the Director shall not (without the prior written consent
of the Board which may be given or refused in the Board's sole discretion)
become employed or engaged by any person firm or company, or become concerned
with the ownership or management, whether directly or indirectly, of any
company firm or business, which at the effective date of the termination
of the Director's employment
|
|
- |
wholly
or partly carries on a trade or business in the same fields of activities
carried on by the Company or by companies within the Unilever Organisation,
or
|
nvdscon
- 34 -
- |
is a regular supplier
or customer of the Company or any company within the Unilever Organisation.
|
|
11. |
Intellectual
Property
|
|
11.1 |
The Director
acknowledges that, if at any time during the course of his duties or employment
hereunder he makes or discovers or participates in the making or discovery
of any invention whether capable of being patented or not or of any design
or work to which copyright attaches, the Unilever Organisation is entitled
to the benefit of any such intellectual property and the Director shall
immediately notify the Company of the existence thereof.
|
|
11.2 |
Without
further consideration the Director shall, at the request and expense of
the Company, both while employed by the Company and thereafter give and
supply such information data drawings and assistance as may be requisite
to enable the Company to exploit the intellectual property to its best advantage
and shall execute all documents and do all things which may be necessary
or desirable for obtaining patent or other protection for the intellectual
property in such parts of the world as may be specified by the Company and
for vesting the same in the Company or as it may direct.
|
|
11.3 |
The Director
hereby appoints each of the Joint Secretaries of the Company severally to
be his Attorney in his name and on his behalf to sign execute or do any
such instrument or thing and generally to use his name for the purpose of
giving to the Company (or its nominee) the full benefit of the provisions
of this Clause. This appointment shall not be revocable by the Director
but will expire automatically twelve months after the effective date of
the termination of the Director's employment hereunder.
|
|
12. |
Indemnity
|
|
In so
far as permitted by law the Company shall indemnify the Director against
all pecuniary losses which he may incur in carrying out his duties as a
Director of the Company.
|
||
13. |
Governing
Law
|
|
This Agreement
is governed by and shall be construed in accordance with the laws of England.
The parties hereto hereby submit to the jurisdiction of the English Courts.
|
nvdscon
- 35 -
AS WITNESS whereof the Common Seal of Unilever PLC was affixed and Keki Bomi Dadiseth has set his hand and seal the 9 th day of August 2000.
nvdscon
- 36 -
PLC
DIRECTORS SERVICE CONTRACT
THIS AGREEMENT is made
the 11
th
day of July TWO THOUSAND between UNILEVER PLC (hereinafter
called the Company or PLC) of the one part and of ANDRÉ
RENÉ VAN HEEMSTRA (hereinafter called "the Director") of the other part.
1.
|
Definitions
For the purposes of this Agreement the following expressions shall, unless the context otherwise requires, have the following meanings: "The Unilever Organisation" means the Company and Unilever N.V. (hereinafter called "N.V.") and all other group companies and associated companies of the Company and N.V. as these categories are applied for the purposes of consolidation in Unilever's annual accounts. "The PLC Group" means those companies (other than N.V.) within the Unilever Organisation the whole or, as the case may be, part of the share capital whereof is owned directly or indirectly by the Company. "The N.V. Group" means those companies (other than PLC) within the Unilever Organisation the whole or part, as the case may be, of the share capital whereof is owned directly or indirectly by N.V.. |
2.
|
Commencement
This Agreement takes effect from the THIRD day of MAY TWO THOUSAND and, together with a similar agreement of even date herewith entered into between the Director and N.V. ("the N.V. Agreement"), supersedes all previous agreements relating to the Director's employment within the Unilever Organisation. |
3.
|
Scope
of Employment
During the continuance of this Agreement the Company will employ the Director and the Director will serve the Company and the PLC Group and will carry out such duties for the Company and the PLC Group as may be assigned to him. |
nvdscon
- 37 -
4. |
Remuneration
|
|
4.1 |
The
Company shall pay to the Director remuneration at the rate decided from
time to time by or on behalf of the Company's Board of Directors ("the Board").
|
|
4.2
|
The Director will not be entitled to receive any fees
additional to such remuneration by virtue, or in respect of, his directorship
of the Company or of any directorships of any other companies within the
PLC Group but will be paid the remuneration referred to above so long as
his employment hereunder continues.
|
|
5. |
Duties
of Director
During his employment hereunder the Director will:- |
|
- |
carry
out all such duties as may be assigned to him honestly, faithfully and to
the best of
his
ability;
|
|
- |
devote
the whole of his time and attention to the business of the Unilever Organisation;
|
|
- |
not without
the prior written consent given to him by or on behalf of the Board, and
subject to such conditions as it may lay down from time to time, be concerned
or interested in, or directly or indirectly responsible for the management
of, any other business: provided that nothing in this sub-clause shall prevent
the Director from holding or being otherwise interested in any shares or
other securities of any company for investment purposes only.
|
|
6. |
Termination
|
|
6.1
|
Notwithstanding any other provision of this Agreement the Director shall not be nominated for re-election as a Director of the Company at the first Annual General Meeting of the Company held after the FIRST day of JANUARY TWO THOUSAND AND EIGHT, and the Director's employment hereunder shall terminate without compensation at the end of the calendar month in which that meeting takes place. |
nvdscon
- 38 -
6.2 |
The Director's employment
hereunder may be terminated at any time prior thereto either :-
|
(a) |
by
the Company giving the Director twelve calendar months prior written notice,
provided
that
|
||
- |
the
Company may, if it chooses, pay to the Director a sum equal to twelve months'
salary in lieu of notice, or give the Director a combination of notice period
followed by a sum equal to salary in lieu of notice together totalling twelve
months
|
||
- |
if
at the date the notice is given there are less than twelve months to run
before the date the Director's employment will terminate under the provisions
of Clause 6.1 above, the maximum notice period, including salary in lieu,
shall be reduced accordingly;
|
||
(b) |
by
the Director giving the Company six calendar months prior written notice.
|
||
The
amount payable by the Company to the Director in lieu of notice under Clause
6.2(a) shall be the salary for the relevant period less any retirement pension
("Retirement Pension") (before commutation of lump sum) received or receivable
by the Director in respect of that period whether such Retirement Pension
is paid by the Company or derives from a Unilever Pension Fund or Funds
or from any other source in respect of Unilever service. For the purpose
of applying the provisions of the preceding sentence, where a retirement
lump sum is paid by the Company or derives from a Unilever Pension Fund
or Funds or from any other source in respect of Unilever service that retirement
lump sum shall be converted into Retirement Pension at a rate determined
by the Company and references to Retirement Pension in the preceding sentence
shall be construed accordingly.
|
|||
6.3 |
At any
time during any period of notice as specified in Clause 6.2 (a) or 6.2 (b)
above the Company may, in its sole discretion, require the Director to remain
away from his place of work on full pay and such requirement will not be
in breach of any of the express or implied terms of this Agreement.
|
||
6.4 |
The Company may terminate the Director's employment hereunder without notice if :- |
nvdscon
- 39 -
(a)
|
the Director
is guilty of any serious misconduct in the course of his employment or of
any serious or repeated breach of any of the express or implied terms of
this Agreement;
|
|
(b)
|
the Director
is convicted by any Court of any insider dealing offence, or of any
offence
of dishonesty;
|
|
(c)
|
the Director
becomes prohibited by law from being a Director;
|
|
(d)
|
the Director
becomes bankrupt or makes any composition or enters into any deed of
arrangement
with his creditors.
|
|
The
Director shall have no claim against the Company by reason of such termination.
Any delay or forbearance by the Company in exercising any right of termination
shall not constitute a waiver of it.
|
||
7. |
Cessation
of Directorship
|
|
7.1 |
Should the Director
cease to be a member of the Board his employment hereunder shall
continue, subject
to the other provisions of this Agreement.
|
|
7.2 |
If
the Director resigns as a Director of the Company he will automatically
be deemed to have given the Company six months written notice under Clause
6.2 (b) hereof to run from the date his resignation is effective.
|
|
8. |
Following
Termination
|
|
8.1 |
Following the termination
of his employment hereunder for whatever reason and by whatever means
the Director shall not represent, expressly or impliedly to any person
firm or company that he is authorised to act on the Company's behalf or
on behalf of any company within the PLC Group nor hold himself out as
connected in any way with the Company or the PLC
Group.
|
|
8.2 |
Upon such termination as aforesaid the Director shall automatically be deemed to have tendered his resignation as a director of the Company and from any other directorship which
|
nvdscon
- 40 -
he may
then hold in companies within the PLC Group without any claim to compensation,
and the Joint Secretaries of the Company are hereby irrevocably and severally
authorised in his name and on his behalf to sign documents and do any other
things necessary to give effect thereto.
|
||
9. |
Confidential
Information, Documents etc.
|
|
9.1 |
The Director
shall not (except in the proper course of his duties) during or after the
period of his employment under this Agreement divulge to any person firm
or company or otherwise make use of any confidential information or trade
secrets concerning the business, finances or plans of the Company or the
Unilever Organisation or their suppliers, agents, distributors or customers.
|
|
9.2 |
All
documents and other materials made or acquired by the Director during the
course of and for the purposes of his employment hereunder shall be surrendered
by the Director to the Company or to N.V. on the termination of his employment
for whatever reason or shall be so surrendered at the request of the Board
during the course of his employment.
|
|
10. |
Director's
Covenants
|
|
10.1 |
During
and by virtue of his employment hereunder the parties acknowledge that the
Director will acquire trade secrets and other highly confidential information
in the nature of trade secrets. Accordingly, in order to give reasonable
protection to the Company in respect of its proprietary interests in such
matters the parties agree as further set forth in this clause.
|
|
10.2 |
For a
period of twelve months after the effective date of termination of the Director's
employment hereunder the Director shall not (without the prior written consent
of the Board which may be given or refused in the Board's sole discretion)
become employed or engaged by any person firm or company, or become concerned
with the ownership or management, whether directly or indirectly, of any
company firm or business, which at the effective date of the termination
of the Director's employment
|
|
- |
wholly or partly
carries on a trade or business in the same fields of activities carried
on by the Company
or by companies within the Unilever Organisation, or
|
nvdscon
- 41 -
- |
is a regular supplier
or customer of the Company or any company within the Unilever
Organisation.
|
|
11. |
Intellectual
Property
|
|
11.1 |
The Director
acknowledges that, if at any time during the course of his duties or employment
hereunder he makes or discovers or participates in the making or discovery
of any invention whether capable of being patented or not or of any design
or work to which copyright attaches, the Unilever Organisation is entitled
to the benefit of any such intellectual property and the Director shall
immediately notify the Company of the existence thereof.
|
|
11.2 |
Without
further consideration the Director shall, at the request and expense of
the Company, both while employed by the Company and thereafter give and
supply such information data drawings and assistance as may be requisite
to enable the Company to exploit the intellectual property to its best advantage
and shall execute all documents and do all things which may be necessary
or desirable for obtaining patent or other protection for the intellectual
property in such parts of the world as may be specified by the Company and
for vesting the same in the Company or as it may direct.
|
|
11.3 |
The Director
hereby appoints each of the Joint Secretaries of the Company severally to
be his Attorney in his name and on his behalf to sign execute or do any
such instrument or thing and generally to use his name for the purpose of
giving to the Company (or its nominee) the full benefit of the provisions
of this Clause. This appointment shall not be revocable by the Director
but will expire automatically twelve months after the effective date of
the termination of the Director's employment hereunder.
|
|
12. |
Indemnity
|
|
In so far as permitted
by law the Company shall indemnify the Director against all pecuniary
losses which he may
incur in carrying out his duties as a Director of the Company.
|
||
13. |
Governing
Law
|
|
This Agreement is
governed by and shall be construed in accordance with the laws of
England. The parties
hereto hereby submit to the jurisdiction of the English Courts.
|
nvdscon
- 42 -
nvdscon
- 43 -
PLC DIRECTORS SERVICE CONTRACT
THIS AGREEMENT is made the 20 th day of May ONE THOUSAND NINE HUNDRED AND NINETY-EIGHT between UNILEVER PLC (hereinafter called the Company or PLC) of the one part and RUDOLPH HAROLD PETER MARKHAM (hereinafter called "the Director") of the other part.
1. |
Definitions
|
For the purposes
of this Agreement the following expressions shall, unless the context otherwise requires, have the following meanings:
|
|
"The Unilever
Organisation" means the Company and Unilever N.V. (hereinafter called "N.V.")
and all other group companies and associated companies of the Company and
N.V. as these categories are applied for the purposes of consolidation in
Unilever's annual accounts.
|
|
"The PLC Group"
means those companies (other than N.V.) within the Unilever Organisation
the whole or, as the case may be, part of the share capital whereof is owned
directly or indirectly by the Company.
|
|
"The N.V. Group"
means those companies (other than PLC) within the Unilever Organisation
the whole or part, as the case may be, of the share capital whereof is owned
directly or indirectly by N.V..
|
|
2. |
Commencement
|
This Agreement
takes effect from the SIXTH day of MAY ONE THOUSAND NINE HUNDRED AND NINETY-EIGHT and, together with a similar agreement
of even date herewith entered into between the Director and N.V. ("the N.V.
Agreement"), supersedes all previous agreements relating to the Director's
employment within the Unilever Organisation, except as specifically agreed
to the contrary.
|
nvdscon
- 44 -
3. |
Scope
of Employment
|
||
During
the continuance of this Agreement the Company will employ the Director and
the Director will serve the Company and the PLC Group and will carry out
such duties for the Company and the PLC Group as may be assigned to him.
|
|||
4. |
Remuneration
|
||
4.1 |
The
Company shall pay to the Director remuneration at the rate decided from
time to time by or on behalf of the Company's Board of Directors ("the Board").
|
||
4.2 |
The
Director will not be entitled to receive any fees additional to such remuneration
by virtue, or in respect of, his directorship of the Company or of any directorships
of any other companies within the PLC Group but will be paid the remuneration
referred to above so long as his employment hereunder continues.
|
||
5. |
Duties
of Director
|
||
During
his employment hereunder the Director will:-
|
|||
- |
carry out all such
duties as may be assigned to him honestly, faithfully and to the best
of
his ability;
|
||
- |
devote
the whole of his time and attention to the business of the Unilever Organisation;
|
||
- |
not without
the prior written consent given to him by or on behalf of the Board, and
subject to such conditions as it may lay down from time to time, be concerned
or interested in, or directly or indirectly responsible for the management
of, any other business: provided that nothing in this sub-clause shall prevent
the Director from holding or being otherwise interested in any shares or
other securities of any company for investment purposes only.
|
||
nvdscon
- 45 -
6. |
Termination
|
||
6.1 |
Notwithstanding
any other provision of this Agreement the Director shall not be nominated
for re-election as a Director of the Company at the first Annual General
Meeting of the Company held after the FIRST day of JANUARY TWO THOUSAND
AND EIGHT, and the Director's employment hereunder shall terminate without
compensation at the end of the calendar month in which that meeting takes
place.
|
||
6.2 |
The Director's
employment hereunder may be terminated at any time prior thereto either
:-
|
||
(a)
|
by the
Company giving the Director twelve calendar months prior written notice, provided that
|
||
- |
the Company may, if
it chooses, pay to the Director a sum equal to twelve months' salary in
lieu of notice, or give the Director a combination of notice period followed
by a sum equal to salary in lieu of notice together totalling twelve months
|
||
- |
if at the date the
notice is given there are less than twelve months to run before the date
the Director's employment will terminate under the provisions of Clause
6.1 above, the maximum notice period, including salary in lieu, shall be
reduced accordingly;
|
||
(b) |
by the
Director giving the Company six calendar months prior written notice.
|
||
The amount
payable by the Company to the Director in lieu of notice under Clause 6.2(a)
shall be the salary for the relevant period less any retirement pension
("Retirement Pension") (before commutation of lump sum) received or receivable
by the Director in respect of that period whether such Retirement Pension
is paid by the Company or derives from a Unilever Pension Fund or Funds
or from any other source in respect of Unilever service. For the purpose
of applying the provisions of the preceding sentence, where a retirement
lump sum is paid by the Company or derives from a Unilever Pension Fund
or Funds or from any other source in respect of Unilever service that retirement
lump sum shall be converted into Retirement Pension at a rate determined
by the Company and references to Retirement Pension in the preceding sentence
shall be construed accordingly.
|
nvdscon
- 46 -
6.3 |
At any
time during any period of notice as specified in Clause 6.2 (a) or 6.2 (b)
above the Company may, in its sole discretion, require the Director to remain
away from his place of work on full pay and such requirement will not be
in breach of any of the express or implied terms of this Agreement.
|
||
6.4 |
The Company may terminate
the Director's employment hereunder without notice if :-
|
||
(a) |
the Director
is guilty of any serious misconduct in the course of his employment or of
any serious or repeated breach of any of the express or implied terms of
this Agreement;
|
||
(b)
|
the Director
is convicted by any Court of any insider dealing offence, or of any
offence of
dishonesty;
|
||
(c) |
the Director
becomes prohibited by law from being a Director;
|
||
(d)
|
the Director
becomes bankrupt or makes any composition or enters into any deed of
arrangement
with his creditors.
|
||
The Director
shall have no claim against the Company by reason of such termination. Any
delay or forbearance by the Company in exercising any right of termination
shall not constitute a waiver of it.
|
|||
7. |
Cessation
of Directorship
|
||
7.1 |
Should
the Director cease to be a member of the Board his employment hereunder
shall
continue,
subject to the other provisions of this Agreement.
|
||
7.2 |
If the
Director resigns as a Director of the Company he will automatically be deemed
to have given the Company six months written notice under Clause 6.2 (b)
hereof to run from the date his resignation is effective.
|
||
nvdscon
- 47 -
8. |
Following
Termination
|
||
8.1 |
Following the termination
of his employment hereunder for whatever reason and by whatever means
the Director shall not represent, expressly or impliedly to any person
firm or company that he is authorised to act on the Company's behalf or
on behalf of any company within the PLC Group nor hold himself out as
connected in any way with the Company or the PLC
Group.
|
||
8.2 |
Upon such
termination as aforesaid the Director shall automatically be deemed to have
tendered his resignation as a director of the Company and from any other
directorship which he may then hold in companies within the PLC Group without
any claim to compensation, and the Joint Secretaries of the Company are
hereby irrevocably and severally authorised in his name and on his behalf
to sign documents and do any other things necessary to give effect thereto.
|
||
9. |
Confidential
Information, Documents etc.
|
||
9.1 |
The Director
shall not (except in the proper course of his duties) during or after the
period of his employment under this Agreement divulge to any person firm
or company or otherwise make use of any confidential information or trade
secrets concerning the business, finances or plans of the Company or the
Unilever Organisation or their suppliers, agents, distributors or customers.
|
||
9.2 |
All documents
and other materials made or acquired by the Director during the course of
and for the purposes of his employment hereunder shall be surrendered by
the Director to the Company or to N.V. on the termination of his employment
for whatever reason or shall be so surrendered at the request of the Board
during the course of his employment.
|
||
10. |
Director's
Covenants
|
||
10.1 | During and by virtue of his employment hereunder the parties acknowledge that the Director will acquire trade secrets and other highly confidential information in the nature of trade secrets. Accordingly, in order to give reasonable protection to the Company in respect of its proprietary interests in such matters the parties agree as further set forth in this clause. | ||
nvdscon
- 48 -
10.2 |
For a
period of twelve months after the effective date of termination of the Director's
employment hereunder the Director shall not (without the prior written consent
of the Board which may be given or refused in the Board's sole discretion)
become employed or engaged by any person firm or company, or become concerned
with the ownership or management, whether directly or indirectly, of any
company firm or business, which at the effective date of the termination
of the Director's employment
|
||
- |
wholly or partly
carries on a trade or business in the same fields of activities carried
on by the Company
or by companies within the Unilever Organisation, or
|
||
- |
is a regular supplier
or customer of the Company or any company within the Unilever
Organisation.
|
||
11. |
Intellectual
Property
|
||
11.1 |
The Director
acknowledges that, if at any time during the course of his duties or employment
hereunder he makes or discovers or participates in the making or discovery
of any invention whether capable of being patented or not or of any design
or work to which copyright attaches, the Unilever Organisation is entitled
to the benefit of any such intellectual property and the Director shall
immediately notify the Company of the existence thereof.
|
||
11.2 |
Without
further consideration the Director shall, at the request and expense of
the Company, both while employed by the Company and thereafter give and
supply such information data drawings and assistance as may be requisite
to enable the Company to exploit the intellectual property to its best advantage
and shall execute all documents and do all things which may be necessary
or desirable for obtaining patent or other protection for the intellectual
property in such parts of the world as may be specified by the Company and
for vesting the same in the Company or as it may direct.
|
||
11.3 |
The Director
hereby appoints each of the Joint Secretaries of the Company severally to
be his Attorney in his name and on his behalf to sign execute or do any
such instrument or thing and generally to use his name for the purpose of
giving to the Company (or its nominee) the full benefit of the provisions
of this Clause. This appointment shall not be revocable by the Director
but will expire automatically twelve months after the effective date of
the termination of the Director's employment hereunder.
|
||
nvdscon
- 49 -
12. |
Indemnity
|
In so far as permitted
by law the Company shall indemnify the Director against all pecuniary
losses which he may
incur in carrying out his duties as a Director of the Company.
|
|
13. |
Governing Law
|
This Agreement is
governed by and shall be construed in accordance with the laws of
England. The parties
hereto hereby submit to the jurisdiction of the English Courts.
|
|
AS WITNESS whereof the Common Seal of Unilever PLC was affixed and Rudolph Harold Peter Markham has set his hand and seal the 20 th day of May 1998 |
nvdscon
- 50 -
PLC DIRECTORS SERVICE CONTRACT
THIS AGREEMENT is made the 9 th day of August TWO THOUSAND between UNILEVER PLC (hereinafter called the Company or PLC) of the one part and CHARLES BERNHARD STRAUSS (hereinafter called "the Director") of the other part.
1.
|
Definitions
For the purposes of this Agreement the following expressions shall, unless the context otherwise requires, have the following meanings: "The Unilever Organisation" means the Company and Unilever N.V. (hereinafter called "N.V.") and all other group companies and associated companies of the Company and N.V. as these categories are applied for the purposes of consolidation in Unilever's annual accounts. "The PLC Group" means those companies (other than N.V.) within the Unilever Organisation the whole or, as the case may be, part of the share capital whereof is owned directly or indirectly by the Company. "The N.V. Group" means those companies (other than PLC) within the Unilever Organisation the whole or part, as the case may be, of the share capital whereof is owned directly or indirectly by N.V.. |
2.
|
Commencement
This Agreement takes effect from the THIRD day of MAY TWO THOUSAND and, together with a similar agreement of even date herewith entered into between the Director and N.V. ("the N.V. Agreement"), supersedes all previous agreements relating to the Director's employment within the Unilever Organisation, except as specifically agreed to the contrary. |
3.
|
Scope
of Employment
During the continuance of this Agreement the Company will employ the Director and the Director will serve the Company and the PLC Group and will carry out such duties for the Company and the PLC Group as may be assigned to him. |
nvdscon
- 51 -
4. |
Remuneration
|
4.1 |
The
Company shall pay to the Director remuneration at the rate decided from
time to time by or on behalf of the Company's Board of Directors ("the Board").
|
4.2 |
The
Director will not be entitled to receive any fees additional to such remuneration
by virtue, or in respect of, his directorship of the Company or of any directorships
of any other companies within the PLC Group but will be paid the remuneration
referred to above so long as his employment hereunder continues.
|
5.
|
Duties
of Director
During his employment hereunder the Director will:- |
- |
carry out all such
duties as may be assigned to him honestly, faithfully and to the best
of
his ability;
|
|
- |
devote
the whole of his time and attention to the business of the Unilever Organisation;
|
|
- |
not
without the prior written consent given to him by or on behalf of the Board,
and subject to such conditions as it may lay down from time to time, be
concerned or interested in, or directly or indirectly responsible for the
management of, any other
business:
provided that nothing in this sub-clause shall prevent the Director from
holding or being otherwise interested in any shares or other securities
of any company for investment purposes only.
|
|
6. |
Termination
|
|
6.1 |
Notwithstanding
any other provision of this Agreement the Director shall not be nominated
for re-election as a Director of the Company at the first Annual General
Meeting of the Company held after the FIRST day of JANUARY TWO THOUSAND
AND FIVE, and the Director's employment hereunder shall terminate without
compensation at the end of the calendar month in which that meeting takes
place.
|
nvdscon
- 52 -
6.2 |
The Director's
employment hereunder may be terminated at any time prior thereto either
:-
|
||
(a) |
by the
Company giving the Director twelve calendar months prior written notice,
provided that
|
||
- |
the Company may, if
it chooses, pay to the Director a sum equal to twelve months' salary in
lieu of notice, or give the Director a combination of notice period followed
by a sum equal to salary in lieu of notice together totalling twelve months
|
||
- |
if at the date the
notice is given there are less than twelve months to run before the date
the Director's employment will terminate under the provisions of Clause
6.1 above, the maximum notice period, including salary in lieu, shall be
reduced accordingly;
|
||
(b) |
by the
Director giving the Company six calendar months prior written notice.
|
||
The amount
payable by the Company to the Director in lieu of notice under Clause 6.2(a)
shall be the salary for the relevant period less any retirement pension
("Retirement Pension") (before commutation of lump sum) received or receivable
by the Director in respect of that period whether such Retirement Pension
is paid by the Company or derives from a Unilever Pension Fund or Funds
or from any other source in respect of Unilever service. For the purpose
of applying the provisions of the preceding sentence, where a retirement
lump sum is paid by the Company or derives from a Unilever Pension Fund
or Funds or from any other source in respect of Unilever service that retirement
lump sum shall be converted into Retirement Pension at a rate determined
by the Company and references to Retirement Pension in the preceding sentence
shall be construed accordingly.
|
|||
6.3 |
At any
time during any period of notice as specified in Clause 6.2 (a) or 6.2 (b)
above the Company may, in its sole discretion, require the Director to remain
away from his place of work on full pay and such requirement will not be
in breach of any of the express or implied terms of this Agreement.
|
||
6.4 |
The Company may terminate
the Director's employment hereunder without notice
if
:-
|
nvdscon
- 53 -
(a)
|
the Director
is guilty of any serious misconduct in the course of his employment or of
any serious or repeated breach of any of the express or implied terms of
this Agreement;
|
|
(b)
|
the Director
is convicted by any Court of any insider dealing offence, or of any
offence of
dishonesty;
|
|
(c)
|
the Director
becomes prohibited by law from being a Director;
|
|
(d)
|
the Director
becomes bankrupt or makes any composition or enters into any deed of
arrangement
with his creditors.
|
|
The
Director shall have no claim against the Company by reason of such termination.
Any delay or forbearance by the Company in exercising any right of termination
shall not constitute a waiver of it.
|
||
7. |
Cessation
of Directorship
|
|
7.1 |
Should
the Director cease to be a member of the Board his employment hereunder
shall continue, subject to the other provisions of this Agreement.
|
|
7.2 |
If
the Director resigns as a Director of the Company he will automatically
be deemed to have given the Company six months written notice under Clause
6.2 (b) hereof to run from the date his resignation is effective.
|
|
8. |
Following
Termination
|
|
8.1 |
Following the termination
of his employment hereunder for whatever reason and by whatever means
the Director shall not represent, expressly or impliedly to any person
firm or company that he is authorised to act on the Company's behalf or
on behalf of any company within the PLC Group nor hold himself out as
connected in any way with the Company or the PLC
Group.
|
|
8.2 |
Upon such termination
as aforesaid the Director shall automatically be deemed to have
tendered
his resignation as a director of the Company and from any other directorship
which
|
nvdscon
- 54 -
he may
then hold in companies within the PLC Group without any claim to compensation,
and the Joint Secretaries of the Company are hereby irrevocably and severally
authorised in his name and on his behalf to sign documents and do any other
things necessary to give effect thereto.
|
||
9. |
Confidential
Information, Documents etc.
|
|
9.1 |
The Director
shall not (except in the proper course of his duties) during or after the
period of his employment under this Agreement divulge to any person firm
or company or otherwise make use of any confidential information or trade
secrets concerning the business, finances or plans of the Company or the
Unilever Organisation or their suppliers, agents, distributors or customers.
|
|
9.2 |
All documents
and other materials made or acquired by the Director during the course of
and for the purposes of his employment hereunder shall be surrendered by
the Director to the Company or to N.V. on the termination of his employment
for whatever reason or shall be so surrendered at the request of the Board
during the course of his employment.
|
|
10. |
Director's
Covenants
|
|
10.1 |
During
and by virtue of his employment hereunder the parties acknowledge that the
Director will acquire trade secrets and other highly confidential information
in the nature of trade secrets. Accordingly, in order to give reasonable
protection to the Company in respect of its proprietary interests in such
matters the parties agree as further set forth in this clause.
|
|
10.2 |
For a
period of twelve months after the effective date of termination of the Director's
employment hereunder the Director shall not (without the prior written consent
of the Board which may be given or refused in the Board's sole discretion)
become employed or engaged by any person firm or company, or become concerned
with the ownership or management, whether directly or indirectly, of any
company firm or business, which at the effective date of the termination
of the Director's employment
|
|
- |
wholly or partly carries on a trade or business in the same fields of activities carried on by the Company or by companies within the Unilever Organisation, or |
nvdscon
- 55 -
- |
is a regular supplier or customer of the Company or any company within the
Unilever
Organisation.
|
|
11. |
Intellectual
Property
|
|
11.1 |
The Director
acknowledges that, if at any time during the course of his duties or employment
hereunder he makes or discovers or participates in the making or discovery
of any invention whether capable of being patented or not or of any design
or work to which copyright attaches, the Unilever Organisation is entitled
to the benefit of any such intellectual property and the Director shall
immediately notify the Company of the existence thereof.
|
|
11.2 |
Without
further consideration the Director shall, at the request and expense of
the Company, both while employed by the Company and thereafter give and
supply such information data drawings and assistance as may be requisite
to enable the Company to exploit the intellectual property to its best advantage
and shall execute all documents and do all things which may be necessary
or desirable for obtaining patent or other protection for the intellectual
property in such parts of the world as may be specified by the Company and
for vesting the same in the Company or as it may direct.
|
|
11.3 |
The Director
hereby appoints each of the Joint Secretaries of the Company severally to
be his Attorney in his name and on his behalf to sign execute or do any
such instrument or thing and generally to use his name for the purpose of
giving to the Company (or its nominee) the full benefit of the provisions
of this Clause. This appointment shall not be revocable by the Director
but will expire automatically twelve months after the effective date of
the termination of the Director's employment hereunder.
|
|
12. |
Indemnity
|
|
In so far as permitted
by law the Company shall indemnify the Director against all pecuniary
losses which
he may incur in carrying out his duties as a Director of the Company.
|
||
13. |
Governing
Law
|
|
This Agreement is
governed by and shall be construed in accordance with the laws of
England. The parties
hereto hereby submit to the jurisdiction of the English Courts.
|
nvdscon
- 56 -
nvdscon
STRICTLY PERSONAL AND CONFIDENTIAL
Mr N.W.A. FitzGerald
18 December 2001
Dear Niall,
Your Remuneration with effect from 1 st January 2002
I am pleased to be able to confirm details of your remuneration package for next year. This will consist of the following elements:
1. Base Salary
With effect from 1 st January 2002 your total annual base salary will amount to £940,000. The payment of this salary will continue to be split so that 70% is payable by Unilever PLC and 30% by Unilever N.V.
2 . Annual Bonus
Your annual bonus entitlement for 2002 will range between 0% and 100% of your base salary of which one-quarter is paid in the form of Unilever shares. These shares are linked with a longer-term incentive arrangement which is described below.
The annual bonus will be payable in March 2003 in respect of the calendar year 2002. Up to 80% of your annual bonus will be awarded by reference to company results for the year 2002 and the remaining 20% will be awarded by reference to your personal performance.
3 . Longer Term Incentives
3.1
Matching Shares
As mentioned in
(2) above, one quarter of your annual bonus is paid in the form of Unilever
shares. On its part the company will match this investment with the same number
of shares. Both the bonus shares and the matching shares
will have to be held for a period of three years. Once the three-year period
has elapsed full ownership of the matching shares will pass to you.
3.2
Stock Options
The normal allocation
of stock option grants is:
PLC shares: 80,000 NV shares: 12,000
The next grant of options (subject to the EPS conditions being met) will be made on 21 st March 2002 and, in your case, will be provided under the Unilever PLC 1997 Share Option Scheme. As you know the precise number of shares to be granted in 2002 will depend on the EPS results of the company for the prior financial year (2001).
3.3
LTIP in Restricted Shares
Under the Unilever
TSR LTIP plan you will be allotted shares in Unilever equivalent in value to
€800,000 for the year 2002. This award will be made on 21
st
March
2002. After three years 0 200% of the allotted shares will vest dependent
upon Unilevers TSR (Total Shareholding Return) ranking in a peer group
of 20 other comparative companies.
4 . Personal Shareholding requirement
As you are aware, as part of the LTIP arrangements you are required to build up a personal share-holding in Unilever equivalent in value to one and a half times your Base Salary over a period of five years. I attach, for your information, some guidelines on this point.
With kind regards,
Jan van der
Bijl
Head of Private
Administration
STRICTLY PERSONAL AND CONFIDENTIAL
Mr A. Burgmans
18 December 2001
Dear Antony,
Your Remuneration with effect from 1 st January 2002
I am pleased to be able to confirm details of your remuneration package for next year. This will consist of the following elements:
1 . Base Salary
With effect from 1 st January 2002 your total annual base salary will amount to €1,210,000. The payment of this salary will continue to be split so that 70% is payable by Unilever N.V. and 30% by Unilever PLC.
2 . Annual Bonus
Your annual bonus entitlement for 2002 will range between 0% and 100% of your base salary of which one-quarter is paid in the form of Unilever shares. These shares are linked with a longer-term incentive arrangement which is described below.
The annual bonus will be payable in March 2003 in respect of the calendar year 2002. Up to 80% of your annual bonus will be awarded by reference to company results for the year 2002 and the remaining 20% will be awarded by reference to your personal performance.
3 . Longer Term Incentives
3.1
Matching Shares
As mentioned in
(2) above, one quarter of your annual bonus is paid in the form of Unilever
shares. On its part the company will match this investment with the same number
of shares. Both the bonus shares and the matching shares
will have to be held for a period of three years. Once the three-year period
has elapsed full ownership of the matching shares will pass to you.
3.2
Stock Options
The normal allocation
of stock option grants is:
PLC shares: 80,000 NV shares: 12,000
The next grant of options (subject to the EPS conditions being met) will be made on 21 st March 2002 and, in your case, will be provided under the Unilever NV 1997 Share Option Scheme. As you know the precise number of shares to be granted in 2002 will depend on the EPS results of the company for the prior financial year (2001).
3.3
LTIP in Restricted Shares
Under the Unilever
TSR LTIP plan you will be allotted shares in Unilever equivalent in value to
€800,000 for the year 2002. This award will be made on 21
st
March
2002. After three years 0 200% of the allotted shares will vest dependent
upon Unilevers TSR (Total Shareholding Return) ranking in a peer group
of 20 other comparative companies.
4 . Personal Shareholding requirement
As you are aware, as part of the LTIP arrangements you are required to build up a personal share-holding in Unilever equivalent in value to one and a half times your Base Salary over a period of five years. I attach, for your information, some guidelines on this point.
With kind regards,
Jan van der
Bijl
Head of Private
Administration
STRICTLY PERSONAL AND CONFIDENTIAL
Mr A C Butler
18 December 2001
Dear Clive,
Your Remuneration with effect from 1 st January 2002
I am pleased to be able to confirm details of your remuneration package for next year. This will consist of the following elements:
1 . Base Salary
With effect from 1 st January 2002 your total annual base salary will amount to £510,000.
As you know, currently the payment of your base salary is split so that 75% is paid in the UK by PLC and the balance is payable in The Netherlands by NV. However, following extensive discussions with the UK and Dutch fiscs, it has now been tentatively agreed that, with effect from 2002, the following allocation of your base salary will apply:
· € 80,000 will be paid in The Netherlands by Unilever NV. This sum will be subject to Dutch wages and income tax.
· The balance of your base remuneration (£460,000) will be payable in the UK by Unilever PLC. This sum will be subject to UK PAYE tax.
The UK Inland Revenue have given their approval to this revised method of allocation and we are hopeful that the Dutch fisc will give their formal approval shortly.
2 . Annual Bonus
Your annual bonus entitlement for 2002 will range between 0% and 100% of your base remuneration of which one-quarter is paid in the form of Unilever shares. These shares are linked with a longer-term incentive arrangement which is described below.
Following discussions with the UK and Dutch fiscs it has been tentatively agreed that this annual bonus will be paid wholly by the parent company in the country in which you are based (i.e. in your case by Unilever PLC) but this has yet to be formally confirmed by the Dutch fisc. The annual bonus will be payable in March 2003 in respect of the calendar year 2002.
Up to 80% of your annual bonus will be awarded by reference to company results for the year 2002 and the remaining 20% will be awarded by reference to your personal performance.
3 . Longer Term Incentives
3.1
Matching Shares
As mentioned in
(2) above, one quarter of your annual bonus is paid in the form of Unilever
shares. On its part the company will match this investment with the same number
of shares. Both the bonus shares and the matching shares
will have to be held for a period of three years. Once the three-year period
has elapsed full ownership of the matching shares will pass to you.
3.2
Stock Options
The normal allocation
of stock option grants is:
PLC shares: 50,000 NV shares: 7,500
The next grant of options (subject to the EPS conditions being met) will be made on 21 st March 2002 and, in your case, will be provided under the Unilever PLC 1997 Share Option Scheme. As you know the precise number of shares to be granted in 2002 will depend on the EPS results of the company for the prior financial year (2001).
3.3
LTIP in Restricted Shares
Under the Unilever
TSR LTIP plan you will be allotted shares in Unilever equivalent in value to
€500,000 for the year 2002. This award will be made on 21
st
March
2002. After three years 0 200% of the allotted shares will vest dependent
upon Unilevers TSR (Total Shareholding Return) ranking in a peer group
of 20 other comparative companies.
4 . Personal Shareholding requirement
As you are aware, as part of the LTIP arrangements you are required to build up a personal share-holding in Unilever equivalent in value to one and a half times your Base Salary over a period of five years. I attach, for your information, some guidelines on this point.
With kind regards,
Jan van der
Bijl
Head of Private
Administration
STRICTLY PERSONAL AND CONFIDENTIAL
Mr P J Cescau
18 December 2001
Dear Patrick,
Your Remuneration with effect from 1 st January 2002
I am pleased to be able to confirm details of your remuneration package for next year. This will consist of the following elements:
1 . Base Salary
With effect from 1 st January 2002 your total annual base salary will amount to € 975,000.
As you know, currently the payment of your base salary is split so that 75% is paid in The Netherlands by NV and the balance is payable in UK by PLC. However, following extensive discussions with the UK and Dutch fiscs, it has now been tentatively agreed that, with effect from 2002, the following allocation of your base salary will apply:
· £50,000 will be paid in the UK by Unilever PLC. This sum will be subject to UK PAYE tax.
· The balance of your base remuneration ( € 895,000) will be payable in The Netherlands by Unilever N.V. This sum will be subject to Dutch wages and income tax.
The UK Inland Revenue have given their approval to this revised method of allocation and we are hopeful that the Dutch fisc will give their formal approval shortly.
2 . Annual Bonus
Your annual bonus entitlement for 2002 will range between 0% and 100% of your base remuneration of which one-quarter is paid in the form of Unilever shares. These shares are linked with a longer-term incentive arrangement which is described below.
Following discussions with the UK and Dutch fiscs it has been tentatively agreed that this annual bonus will be paid wholly by the parent company in the country in which you are based (i.e. in your case by Unilever NV) but this has yet to be formally confirmed by the Dutch fisc. The annual bonus will be payable in March 2003 in respect of the calendar year 2002.
Up to 80% of your annual bonus will be awarded by reference to company results for the year 2002 and the remaining 20% will be awarded by reference to your personal performance.
3 . Longer Term Incentives
3.1
Matching Shares
As mentioned in
(2) above, one quarter of your annual bonus is paid in the form of Unilever
shares. On its part the company will match this investment with the same number
of shares. Both the bonus shares and the matching shares
will have to be held for a period of three years. Once the three-year period
has elapsed full ownership of the matching shares will pass to you.
3.2
Stock Options
The normal allocation
of stock option grants is:
PLC shares: 50,000 NV shares: 7,500
The next grant of options (subject to the EPS conditions being met) will be made on 21 st March 2002 and, in your case, will be provided under the Unilever NV 1997 Share Option Scheme. As you know the precise number of shares to be granted in 2002 will depend on the EPS results of the company for the prior financial year (2001).
3.3
LTIP in Restricted Shares
Under the Unilever
TSR LTIP plan you will be allotted shares in Unilever equivalent in value to
€500,000 for the year 2002. This award will be made on 21
st
March
2002. After three years 0 200% of the allotted shares will vest dependent
upon Unilevers TSR (Total Shareholding Return) ranking in a peer group
of 20 other comparative companies.
4 . Personal Shareholding requirement
As you are aware, as part of the LTIP arrangements you are required to build up a personal share-holding in Unilever equivalent in value to one and a half times your Base Salary over a period of five years. I attach, for your information, some guidelines on this point.
With kind regards,
Jan van der
Bijl
Head of Private
Administration
STRICTLY PERSONAL AND CONFIDENTIAL
Mr K B Dadiseth
18 December 2001
Dear Keki,
Your Remuneration with effect from 1 st January 2002
I am pleased to be able to confirm details of your remuneration package for next year. This will consist of the following elements:
1 . Base Salary
With effect from 1 st January 2002 your total annual base salary will amount to £575,000.
As you know, currently the payment of your base salary is split so that 75% is paid in the UK by PLC and the balance is payable in The Netherlands by NV. However, following extensive discussions with the UK and Dutch fiscs, it has now been tentatively agreed that, with effect from 2002, the following allocation of your base salary will apply:
· € 80,000 will be paid in The Netherlands by Unilever NV. This sum will be subject to Dutch wages and income tax.
· The balance of your base remuneration (£525,000) will be payable in the UK by Unilever PLC. This sum will be subject to UK PAYE tax.
The UK Inland Revenue have given their approval to this revised method of allocation and we are hopeful that the Dutch fisc will give their formal approval shortly.
2 . Annual Bonus
Your annual bonus entitlement for 2002 will range between 0% and 100% of your base remuneration of which one-quarter is paid in the form of Unilever shares. These shares are linked with a longer-term incentive arrangement which is described below.
Following discussions with the UK and Dutch fiscs it has been tentatively agreed that this annual bonus will be paid wholly by the parent company in the country in which you are based (i.e. in your case by Unilever PLC) but this has yet to be formally confirmed by the Dutch fisc. The annual bonus will be payable in March 2003 in respect of the calendar year 2002.
Up to 80% of your annual bonus will be awarded by reference to company results for the year 2002 and the remaining 20% will be awarded by reference to your personal performance.
3 . Longer Term Incentives
3.1
Matching Shares
As mentioned in
(2) above, one quarter of your annual bonus is paid in the form of Unilever
shares. On its part the company will match this investment with the same number
of shares. Both the bonus shares and the matching shares
will have to be held for a period of three years. Once the three-year period
has elapsed full ownership of the matching shares will pass to you.
3.2
Stock Options
The normal allocation
of stock option grants is:
PLC shares: 50,000 NV shares: 7,500
The next grant of options (subject to the EPS conditions being met) will be made on 21 st March 2002 and, in your case, will be provided under the Unilever PLC 1997 Share Option Scheme. As you know the precise number of shares to be granted in 2002 will depend on the EPS results of the company for the prior financial year (2001).
3.3
LTIP in Restricted Shares
Under the Unilever
TSR LTIP plan you will be allotted shares in Unilever equivalent in value to
€500,000 for the year 2002. This award will be made on 21
st
March
2002. After three years 0 200% of the allotted shares will vest dependent
upon Unilevers TSR (Total Shareholding Return) ranking in a peer group
of 20 other comparative companies.
4 . Personal Shareholding requirement
As you are aware, as part of the LTIP arrangements you are required to build up a personal share-holding in Unilever equivalent in value to one and a half times your Base Salary over a period of five years. I attach, for your information, some guidelines on this point.
With kind regards,
Jan van der
Bijl
Head of Private
Administration
STRICTLY PERSONAL AND CONFIDENTIAL
Mr A van Heemstra
18 December 2001
Dear Andre,
Your Remuneration with effect from 1 st January 2002
I am pleased to be able to confirm details of your remuneration package for next year. This will consist of the following elements:
1 . Base Salary
With effect from 1 st January 2002 your total annual base salary will amount to € 650,000.
As you know, currently the payment of your base salary is split so that 75% is paid in The Netherlands by NV and the balance is payable in UK by PLC. However, following extensive discussions with the UK and Dutch fiscs, it has now been tentatively agreed that, with effect from 2002, the following allocation of your base salary will apply:
· £50,000 will be paid in the UK by Unilever PLC. This sum will be subject to UK PAYE tax.
· The balance of your base remuneration ( € 570,000) will be payable in The Netherlands by Unilever N.V. This sum will be subject to Dutch wages and income tax.
The UK Inland Revenue have given their approval to this revised method of allocation and we are hopeful that the Dutch fisc will give their formal approval shortly.
2 . Annual Bonus
Your annual bonus entitlement for 2002 will range between 0% and 100% of your base remuneration of which one-quarter is paid in the form of Unilever shares. These shares are linked with a longer-term incentive arrangement which is described below.
Following discussions with the UK and Dutch fiscs it has been tentatively agreed that this annual bonus will be paid wholly by the parent company in the country in which you are based (i.e. in your case by Unilever NV) but this has yet to be formally confirmed by the Dutch fisc. The annual bonus will be payable in March 2003 in respect of the calendar year 2002.
Up to 80% of your annual bonus will be awarded by reference to company results for the year 2002 and the remaining 20% will be awarded by reference to your personal performance.
3 . Longer Term Incentives
3.1
Matching Shares
As mentioned in
(2) above, one quarter of your annual bonus is paid in the form of Unilever
shares. On its part the company will match this investment with the same number
of shares. Both the bonus shares and the matching shares
will have to be held for a period of three years. Once the three-year period
has elapsed full ownership of the matching shares will pass to you.
3.2
Stock Options
The normal allocation
of stock option grants is:
PLC shares: 50,000 NV shares: 7,500
The next grant of options (subject to the EPS conditions being met) will be made on 21 st March 2002 and, in your case, will be provided under the Unilever NV 1997 Share Option Scheme. As you know the precise number of shares to be granted in 2002 will depend on the EPS results of the company for the prior financial year (2001).
3.3
LTIP in Restricted Shares
Under the Unilever
TSR LTIP plan you will be allotted shares in Unilever equivalent in value to
€500,000 for the year 2002. This award will be made on 21
st
March
2002. After three years 0 200% of the allotted shares will vest dependent
upon Unilevers TSR (Total Shareholding Return) ranking in a peer group
of 20 other comparative companies.
4 . Personal Shareholding requirement
As you are aware, as part of the LTIP arrangements you are required to build up a personal share-holding in Unilever equivalent in value to one and a half times your Base Salary over a period of five years. I attach, for your information, some guidelines on this point.
With kind regards,
Jan van der
Bijl
Head of Private
Administration
STRICTLY PERSONAL AND CONFIDENTIAL
Mr R H P Markham
18 December 2001
Dear Rudy,
Your Remuneration with effect from 1 st January 2002
I am pleased to be able to confirm details of your remuneration package for next year. This will consist of the following elements:
1 . Base Salary
With effect from 1 st January 2002 your total annual base salary will amount to £535,000.
As you know, currently the payment of your base salary is split so that 75% is paid in the UK by PLC and the balance is payable in The Netherlands by NV. However, following extensive discussions with the UK and Dutch fiscs, it has now been tentatively agreed that, with effect from 2002, the following allocation of your base salary will apply:
· € 80,000 will be paid in The Netherlands by Unilever NV. This sum will be subject to Dutch wages and income tax.
· The balance of your base remuneration (£485,000) will be payable in the UK by Unilever PLC. This sum will be subject to UK PAYE tax.
The UK Inland Revenue have given their approval to this revised method of allocation and we are hopeful that the Dutch fisc will give their formal approval shortly.
2 . Annual Bonus
Your annual bonus entitlement for 2002 will range between 0% and 100% of your base remuneration of which one-quarter is paid in the form of Unilever shares. These shares are linked with a longer-term incentive arrangement which is described below.
Following discussions with the UK and Dutch fiscs it has been tentatively agreed that this annual bonus will be paid wholly by the parent company in the country in which you are based (i.e. in your case by Unilever PLC) but this has yet to be formally confirmed by the Dutch fisc. The annual bonus will be payable in March 2003 in respect of the calendar year 2002.
Up to 80% of your annual bonus will be awarded by reference to company results for the year 2002 and the remaining 20% will be awarded by reference to your personal performance.
3 . Longer Term Incentives
3.1
Matching Shares
As mentioned in
(2) above, one quarter of your annual bonus is paid in the form of Unilever
shares. On its part the company will match this investment with the same number
of shares. Both the bonus shares and the matching shares
will have to be held for a period of three years. Once the three-year period
has elapsed full ownership of the matching shares will pass to you.
3.2
Stock Options
The normal allocation
of stock option grants is:
PLC shares: 50,000 NV shares: 7,500
The next grant of options (subject to the EPS conditions being met) will be made on 21 st March 2002 and, in your case, will be provided under the Unilever PLC 1997 Share Option Scheme. As you know the precise number of shares to be granted in 2002 will depend on the EPS results of the company for the prior financial year (2001).
3.3
LTIP in Restricted Shares
Under the Unilever
TSR LTIP plan you will be allotted shares in Unilever equivalent in value to
€500,000 for the year 2002. This award will be made on 21
st
March
2002. After three years 0 200% of the allotted shares will vest dependent
upon Unilevers TSR (Total Shareholding Return) ranking in a peer group
of 20 other comparative companies.
4 . Personal Shareholding requirement
As you are aware, as part of the LTIP arrangements you are required to build up a personal share-holding in Unilever equivalent in value to one and a half times your Base Salary over a period of five years. I attach, for your information, some guidelines on this point.
With kind regards,
Jan van der
Bijl
Head of Private
Administration
STRICTLY PERSONAL AND CONFIDENTIAL
Mr C B Strauss
18 December 2001
Dear Charlie,
Your Remuneration with effect from 1 st January 2002
I am writing to confirm details of your remuneration package for next year. This will consist of the following elements:
1 . Base Salary
Your total annual base salary will remain at US$1,000,000.
2 . Annual Bonus
Your annual bonus entitlement for 2002 will range between 0% and 100% of your base remuneration of which one-quarter is paid in the form of Unilever shares. These shares are linked with a longer-term incentive arrangement which is described below.
3 . Longer Term Incentives
3.1
Matching Shares
As mentioned in
(2) above, one quarter of your annual bonus is paid in the form of Unilever
shares. On its part the company will match this investment with the same number
of shares. Both the bonus shares and the matching shares
will have to be held for a period of three years. Once the three-year period
has elapsed full ownership of the matching shares will pass to you.
3.2
Stock Options
The normal allocation
of stock option grants is:
PLC shares: 80,000 NV shares: 12,000
The next grant of options (subject to the EPS conditions being met) will be made on 21 st March 2002. As you know the precise number of shares to be granted in 2002 will depend on the EPS results of the company for the prior financial year (2001).
3.3 LTIP in Restricted Shares
Under the Unilever TSR LTIP plan you will be allotted shares in Unilever equivalent in value to €400,000 for the year 2002. This award will be made on 21 st March 2002. After three years 0 200% of the allotted shares will vest dependent upon Unilevers TSR (Total Shareholding Return) ranking in a peer group of 20 other comparative companies.
4 . Personal Shareholding requirement
As you are aware, as part of the LTIP arrangements you are required to build up a personal share-holding in Unilever equivalent in value to one and a half times your Base Salary over a period of five years. I attach, for your information, some guidelines on this point.
With kind regards,
Jan van der
Bijl
Head of Private
Administration
STRICTLY PERSONAL AND CONFIDENTIAL
Mr C B Strauss
6 March 2002
Dear Charlie,
Your Remuneration with effect from 1 st January 2002
In my letter of 18 th December 2001 I gave you details of your remuneration package for 2002. At that time I confirmed that your base salary would continue at the rate of $1,000,000 per annum.
I have since advised you that, as a result of discussions with the UK and Dutch fiscal authorities, it would be necessary to split the payment of this salary between the UK, The Netherlands and the USA. This is in order to reflect the fact that, as well as your HPC North America responsibilities, you are a Main Board director of NV and PLC.
As a result it is proposed that your salary should be split as follows:
Payable in the USA |
$859,545
|
|
|
Payable in the UK |
$70,915
|
(equivalent
to £50,000 @ 1.4183)
|
|
Payable in NL |
$69,540
|
(equivalent
to €80,000 @ 0.8692)
|
|
Total |
$1,000,000
|
The figures of £50,000 and 80,000 are the agreed amounts payable in respect of the PLC and NV Board-room responsibilities.
We will arrange for the UK and Dutch elements (after deduction of UK and Dutch tax) to be paid direct to your US bank account in US$. On an annual basis we will make the necessary currency calculations to ensure that, in total, you would have received the equivalent of $1,000,000 gross.
All other cash elements of your remuneration package (such as annual bonus) will continue to be paid in the USA.
In order to be in line with the arrangements made for the other directors (and in order to satisfy the UK and Dutch fiscs) we will take the necessary steps to ensure that the salary split takes effect, retroactively, from 1 st January 2002.
With kind regards,
Jan van der
Bijl
Head of Private
Administration
THE UNILEVER
PLC 1997 EXECUTIVE SHARE OPTION SCHEME
|
|
5
November 2001
CLIFFORD CHANCE 200 Aldersgate Street London EC1A 4JJ Date adopted: 6 May 1997 |
CONTENTS
|
||
1.
|
Definitions
and Interpretation
|
2
|
2.
|
Grant of Options
|
3
|
3.
|
Limits
|
3
|
4.
|
Exercise of
Options
|
4
|
5.
|
Cash Equivalent
|
5
|
6.
|
Take-over,
Reconstruction and Winding-up
|
6
|
7.
|
Variation of
Capital
|
7
|
8.
|
Alterations
|
7
|
9.
|
Miscellaneous
|
8
|
PLC Scheme Rules |
1
|
November
2001
|
1. |
Definitions
and Interpretation
|
|
(1) |
In this Scheme, unless
the context otherwise requires:-
|
|
Euronext
means Euronext Amsterdam N.V.;
Participating
Company
means the Company or any Subsidiary;
|
||
(a) |
such number of shares
in the Company as the Board in its absolute discretion shall determine;
and
|
|
(b) |
such number of shares
in the Dutch Company as the Board in its absolute discretion shall determine.
|
|
Subsidiary
means a body corporate, which is a subsidiary of the Company within the
meaning of section 736 of the Companies Act 1985.
|
||
(2) |
Any reference
in the Scheme to any enactment includes a reference to that enactment as
from time to time modified extended or re-enacted.
|
PLC Scheme Rules |
2
|
November
2001
|
2. |
Grant
of Options
|
||
(1) |
Subject
to sub-rule (2) below and to Rule 3 below, the Board may grant to any employee
of a Participating Company (including an employee who is also a director)
an Option, upon the terms set out in the Scheme and upon such other terms
as the Board may specify.
|
||
(2) |
An Option
may only be granted:-
|
||
(a) |
within
the period of 6 weeks beginning with the date on which the Scheme is approved
and adopted by the Company in general meeting or the dealing day next following
the date on which the Company announces its results for any period, or at
any other time when the circumstances are considered by the Board to be
sufficiently exceptional to justify the grant thereof; and
|
||
(b) |
within
the period of 10 years beginning with the date on which the Scheme is approved
and adopted as aforesaid.
|
||
(3) |
The price
at which shares may be acquired by the exercise of an Option shall be determined
by the Board before the grant thereof, but shall not be less than:-
|
||
(a) |
in the
case of shares in the Company:
|
||
(i) |
if shares of the same
class as those shares are listed in the London Stock Exchange Daily Official
List, the middle -market quotation of shares of that class (as derived from
that List) on the Grant Date; or
|
||
(ii) |
except in the case
of an Option to acquire shares otherwise than by subscription, the nominal
value of those shares;
|
||
(b) |
in the case of shares
in the Dutch Company:
|
||
(i) |
if shares of the same
class are listed in the Official Daily List of Euronext, the average quotation
of that class (as derived from that List) at close of business on the Grant
Date; or
|
||
(ii) |
except in the case
of an Option to acquire shares otherwise than by subscription, the nominal
value of those shares.
|
||
(4) |
An Option
granted to any person:-
|
||
(a) |
shall
not, except as provided in Rule 4(4) below, be capable of being transferred
by him, and
|
||
(b) |
shall
lapse forthwith if he is adjudged bankrupt.
|
||
3. |
Limits
|
||
(1) |
No Options
shall be granted in any year which would, at the time they are granted,
cause the number of shares in the Company which shall have been or may be
issued in pursuance of options granted in the period of 10 calendar years
ending with that year under the Scheme or under any other executive share
option scheme adopted by the Company to exceed such number as represents
5 per cent of the ordinary share capital of the Company in issue at that
time.
|
PLC Scheme Rules |
3
|
November
2001
|
(2) |
No Options
shall be granted in the period of 3 calendar years beginning with the year
1997 or any successive period of 3 years which would, at the time they are
granted, cause the number of shares in the Company which shall have been
or may be issued in pursuance of options granted in the 3-year period in
question under the Scheme or under any other executive option share scheme
adopted by the Company to exceed such number as represents 3 per cent of
the ordinary share capital of the Company in issue at that time.
|
|
(3) |
No Options
shall be granted in the period of 5 calendar years beginning with the year
1997 or any successive period of 5 years which would, at the time they are
granted, cause the number of shares in the Company which shall have been
or may be issued in pursuance of options granted in that period, or shall
have been issued in that period otherwise than in pursuance of options,
under the Scheme or under any other employees' share scheme adopted by the
Company to exceed such number as represents 5 per cent. of the ordinary
share capital of Company in issue at that time.
|
|
(4) |
No Options
shall be granted in any year which would, at the time they are granted,
cause the number of shares in the Company which shall have been or may be
issued in pursuance of options granted in the period of 10 calendar years
ending with that year, or been issued in that period other-wise than in
pursuance of options, under the Scheme or under any other employees' share
scheme adopted by the Company to exceed such number as represents 10 per
cent of the ordinary share capital of the Company in issue at that time.
|
|
4. |
Exercise
of Options
|
|
(1) |
The exercise
of any Option shall be effected in such form and manner as the Board may
from time to time prescribe.
|
|
(2) |
Subject
to sub-rules (3) and (4) below and to sub-rules (1) and (3) of Rule 6 below,
an Option may not be exercised before the third anniversary of the Grant
Date.
|
|
(3) |
If any
Participant dies before exercising an Option granted to him and at a time
when either he is a director or employee of a Participating Company or he
is entitled to exercise the Option by virtue of sub-rule (4) below, the
Option may (and must, if at all) be exercised by his personal representatives
within 12 months after the date of his death.
|
|
(4) |
If any
Participant ceases to be a director or employee of a Group Company (otherwise
than by reason of his death), the following provisions apply in relation
to any Option granted to him:-
|
|
(a) |
if he so ceases by
reason of injury, disability, redundancy (wit hin the meaning of the Employment
Rights Act 1996) or retirement on reaching (or, except where he so ceases
within 2 years of the Grant Date otherwise than at the request of the company
of which he is a director or employee, before reaching) the age at which
he is bound to retire in accordance with the terms of his contract of employment,
or by reason only that his office or employment is in a company which ceases
to be a Group Company, or relates to a business or part of a business which
is transferred to a person who is not a Group Company, the Option may (and
subject to sub-rule (3) above must, if at all) be exercised within the period
which shall expire 24 months after his so ceasing or 42 months after the
Grant Date, whichever shall be the later;
|
|
(b) |
if he so ceases for
any other reason, the Option may not be exercised at all unless the Board
shall so permit, in which event it may (and subject to sub-rule (3) above
must, (if at all) be exercised to the extent permitted by the Board within
the period which shall expire 12 months after his so ceasing or 42 months
after the Grant Date, whichever shall be the later.
|
PLC Scheme Rules |
4
|
November
2001
|
and if
the Board is satisfied that the Participant is about to cease to be a director
or employee of a Group Company as mentioned in paragraph (a) or (b) above
on any day, the Option may to the extent permitted by the Board be exercised
within the period of 28 days immediately preceding that day.
|
|||
(5) |
A Participant
shall not be treated for the purposes of sub-rule (4) above as ceasing to
be a director or employee of a Group Company until such time as he is no
longer a director or employee of any of the Group Companies, and a female
Participant who ceases to be such a director or employee by reason of pregnancy
or confinement and who exercises her right to return to work under the Employment
Rights Act 1996 before exercising an Option under the Scheme shall be treated
for those purposes as not having ceased to be such a director or employee.
|
||
(6) |
Notwithstanding
any other provision of the Scheme, an Option may not be exercised after
the expiration of the period of 9 years and 6 months (or such other period
not exceeding 10 years as the Board may have determined before the grant
thereof) beginning with the Grant Date.
|
||
(7) |
Within
30 days after an Option has been exercised by any person, the Board on behalf
of the Company shall allot to him (or a nominee for him) or, as appropriate,
procure the transfer to him (or a nominee for him) of the number of shares
in respect of which the Option has been exercised, provided that:-
|
||
(a) |
the Board
considers that the issue or transfer thereof would be lawful in all relevant
jurisdictions; and
|
||
(b) |
in a case
where a Group Company is obliged (in any jurisdiction) to account for any
tax for which the person in question is liable by virtue of the exercise
of the Option and/or for any social security contributions recoverable from
the person in question (together, the "Tax Liability"), that person has
either:-
|
||
(i) |
made a payment to
the Group Company of an amount equal to the Tax Liability; or
|
||
(ii) |
entered into arrangements
to secure that such a payment is made to the Group Company concerned (whether
by authorising the Company to procure the sale of some or all of the shares
on his behalf and authorising the payment to the Group Company of the relevant
amount out of the proceeds of sale or otherwise).
|
||
(8) |
All shares
in the Company allotted under the Scheme shall rank
pari
passu
in all respects with the shares of the same
class for the time being in issue save as regards any rights attaching to
such shares by reference to a record date prior to the date of the allotment.
|
||
(9) |
If shares
in the Company of the same class as those allotted under the Scheme are
listed in the London Stock Exchange Official List, the Company shall apply
to the London Stock Exchange for any shares so allotted to be admitted to
that List and if shares in the Dutch Company of the same class as those
allotted under the Scheme are listed on Euronext, the Company shall apply
for any shares so allotted to be admitted to Euronext.
|
||
5. |
Cash
Equivalent
|
||
(1) |
Where
an Option has been exercised by any person in respect of any number of shares,
and those shares have not yet been allotted or transferred to him in accordance
with Rule 4(7) above, the Board may determine that, in substitution for
his right to acquire such number of those shares as the Board may decide
(but in full and final satisfaction of his said right), he
|
PLC Scheme Rules |
5
|
November
2001
|
shall
be paid by way of additional emoluments a sum equal to the cash equivalent
of that number of shares.
|
||
(2) |
For the
purposes of this Rule, the cash equivalent
of any shares is the amount by which
|
|
(a) |
the Board's opinion
of the market value of those shares on the day last preceding the date on
which the Option was exercised; or
|
|
(b) |
if at the relevant
time, shares of the same class as those shares were listed in the London
Stock Exchange Daily Official List, the middle -market quotation of shares
of that class, as derived from that List, on the dealing day last preceding
that date; or
|
|
(c) |
if at the relevant
time, shares of the class as those shares were listed in the Official Daily
list of Euronext, the average quotation of shares of that class, as derived
from that List, at close of business on the dealing day last preceding that
date
|
|
exceeds
the price at which those shares may be acquired by the exercise of the Option.
|
||
(3) |
Subject
to sub-rule (4) below, as soon as reasonably practicable after a determination
has been made under sub-rule (1) above that a person shall be paid a sum
in substitution for his right to acquire any number of shares:-
|
|
(a) |
the Company shall
pay to him or procure the payment to him of that sum in cash, and
|
|
(b) |
if he has already
paid the Company for those shares, the Company shall return to him the amount
so paid by him.
|
|
(4) |
If the
Board in its discretion so decides:-
|
|
(a) |
the whole or part
of the sum payable under sub-rule (3)(a) above shall, instead of being paid
to the person in question in cash, be applied on his behalf in acquiring
shares in the Company and/or in the Dutch Company at a price equal to the
market value (or, as the case may be, the middle-market quotation or average
quotation on Euronext) by reference to which the cash equivalent is calculated
and such shares may be acquired either by purchase or by subscription, or
partly in one way and partly in the other, and
|
|
(b) |
the Company shall
allot to him (or his nominee) or procure the transfer to him (or his nominee)
of the shares so subscribed for or purchased.
|
|
(5) |
There
shall be made from any payment under this Rule such deductions (on account
of tax or similar liabilities) as may be required by law or as the Board
may reasonably consider to be necessary or desirable.
|
|
6. |
Take-over,
Reconstruction and Winding-up
|
|
(1) |
If any
person obtains control of the Company (within the meaning of section 840
of the Income and Corporation Taxes Act 1988) as a result of making a general
offer to acquire shares in the Company, or having obtained such control
makes such an offer, the Board shall within 7 days of becoming aware thereof
notify every Participant thereof and, subject to sub-rules (3), (4) and
(6) of Rule 4 above, an Option may be exercised within one month (or such
longer period as the Board may permit) of such notification.
|
|
(2) |
For the
purposes of sub-rule (1) above, a person shall be deemed to have obtained
control of the Company if he and others acting in concert with him have
together obtained control of it.
|
PLC Scheme Rules |
6
|
November
2001
|
(3) |
If any
person becomes
bound or entitled to acquire shares in the Company
under sections 428 to 430F of the Companies Act 1985, or if under section
425 of that Act the Court sanctions a compromise or arrangement proposed
for the purposes of or in connection with a scheme for the reconstruction
of the Company or its amalgamation with any other company or companies other
than the Dutch Company, or if the Company passes a resolution for voluntary
winding up, or if an order is made for the compulsory winding up of the
Company, the Board shall forthwith notify every Participant thereof and
any Option may, subject to sub-rules (3), (4) and (6) of Rule 4 above, be
exercised within one month of such notification, but to the extent that
it is not exercised within that period shall (notwithstanding any other
provision of the Scheme) lapse on the expiration thereof.
|
|
7. |
Variation
of Capital
|
|
(1) |
In the
event of any increase or variation of the share capital of the Company (whenever
effected), the Board may make such adjustments as it considers appropriate
under sub-rule (2) below.
|
|
(2) |
An adjustment
made under this sub-rule shall be to one or more of the following:-
|
|
(a) |
the number of shares
in respect of which any Option may be exercised;
|
|
(b) |
the price at which
shares may be acquired by the exercise of any such Option;
|
|
(c) |
where any such Option
has been exercised but no shares have been allotted or transferred pursuant
to such exercise, the number of shares which may be so allotted or transferred
and the price at which they may be acquired.
|
|
(3) |
An adjustment
under sub-rule (2) above may have the effect of reducing the price at which
shares in the Company may be acquired by the exercise of an Option to less
than their nominal value, but only if and to the extent that the Board shall
be authorised to capitalise from the reserves of the Company a sum equal
to the amount by which the nominal value of the shares in respect of which
the Option is exercised and which are to be allotted pursuant to such exercise
exceeds the price at which the same may be subscribed for and to apply such
sum in paying up such amount on such shares; and so that on exercise of
any Option in respect of which such a reduction shall have been made the
Board shall capitalise such sum (if any) and apply the same in paying up
such amount as aforesaid.
|
|
(4) |
As soon
as reasonably practicable after making any adjustment under sub-rule (2)
above, the Board shall give notice in writing thereof to any Participant
affected thereby.
|
|
8. |
Alterations
|
|
(1) |
Subject
to sub-rules (2) and (4) below, the Board may at any time alter or add to
all or any of the provisions of the Scheme, or the terms of any Option granted
under it, in any respect.
|
|
(2) |
Subject
to sub-rule (3) below, no alteration or addition to the advantage of Participants
shall be made under sub-rule (1) above to any of Rules 2(1), 3, 7(1) and
7(2) without the prior approval by ordinary resolution of the members of
the Company in general meeting.
|
|
(3) |
Sub-rule
(2) above shall not apply:-
|
|
(a) |
to any minor alteration
or addition to benefit the administration of the Scheme, to take account
of a change in legislation or to obtain or maintain favourable tax, exchange
control or regulatory treatment for Participants or any Participating Company,
or
|
PLC Scheme Rules |
7
|
November
2001
|
(b) |
to any alteration
or addition solely relating to a special term specified by the Board.
|
|
(4) |
No alteration
or addition to the disadvantage of any Participant shall be made under sub-rule
(1) above unless:-
|
|
(a) |
the Board shall have
invited every such Participant to give an indication as to whether or not
he approves the alteration or addition, and
|
|
(b) |
the alteration or
addition is approved by a majority of those Participants who have given
such an indication.
|
|
(5) |
As soon
as reasonably practicable after making any alteration or addition under
sub-rule (1) above, the Board shall give notice in writing thereof to any
Participant affected thereby.
|
|
9. |
Miscellaneous
|
|
(1) |
The rights
and obligations of any individual under the terms of his office or employment
with any Participating Company shall not be affected by his participation
in the Scheme or any right which he may have to participate therein, and
an individual who participates therein shall waive any and all rights to
compensation or damages in consequence of the termination of his office
or employment for any reason whatsoever insofar as those rights arise or
may arise from his ceasing to have rights under or be entitled to exercise
any Option under the Scheme as a result of such termination.
|
|
(2) |
In the
event of any dispute or disagreement as to the interpretation of the Scheme,
or as to any question or right arising from or related to the Scheme, the
decision of the Board shall be final and binding upon all persons.
|
|
(3) |
The Company,
the Dutch Company and any Subsidiary may provide money to the trustees of
any trust or any other person to enable them or him to acquire shares to
be held for the purposes of the Scheme, or enter into any guarantee or indemnity
for those purposes, to the extent permitted by section 153(4) of the Companies
Act 1985.
|
|
(4) |
In the
event that shares are transferred to a Participant in pursuance of any Option,
the Participant shall, if so required by the person making the transfer,
join that person in making a claim for relief under section 165 of the Taxation
of Chargeable Gains Act 1992 in respect of the disposal made by him in effecting
such transfer.
|
|
(5) |
Any notice
or other communication under or in connection with the Scheme may be given
by personal delivery or by sending the same by post, in the case of a company
to its registered office, and in the case of an individual to his last known
address, or, where he is a director or employee of a Participating Company,
either to his last known address or to the address of the place of business
at which he performs the whole or substantially the whole of the duties
of his office or employment.
|
PLC Scheme Rules |
8
|
November
2001
|
9 May 2001
THE UNILEVER SHARE MATCHING SCHEME
For the May 2001 VPA in Shares award to WL4 and WL5 managers, the following specific information will apply to the attached General Rules of the Unilever Share Matching Scheme.
Award Date: | Friday 4 May 2001 |
Retention Period: | 5 years |
Vesting Date: | Wednesday 3 May 2006 |
Bank: | ABN-AMRO Bank Rotterdam |
1 | . | Definitions And Interpretation | 1 | ||
2 | . | Grant Of Awards | 2 | ||
3 | . | Limits | 3 | ||
4 | . | Purchased Shares | 3 | ||
5 | . | Retention | 3 | ||
6 | . | Vesting Of Awards | 4 | ||
7 | . | Takeover, Reconstruction And Winding-Up | 6 | ||
8 | . | Variation Of Capital | 6 | ||
9 | . | Alterations | 6 | ||
10 | . | Board And Remuneration Committee | 7 | ||
11 | . | Miscellaneous | 7 |
Unilever SMS |
9
May 2001
|
THE UNILEVER SHARE MATCHING SCHEME
1. |
DEFINITIONS
AND INTERPRETATION
|
|
1.1 |
In this
Scheme, unless the context otherwise requires:-
|
|
"
Award
"
means a grant of Share Units under the Scheme subject to the Vesting Conditions,
for a nil or nominal consideration;
|
||
"
Award
Date
"
means
the date upon which an Award is granted to a Participant under the Scheme;
|
||
"
the
Board
" means the boards of directors of NV and PLC
or a committee appointed by such board of directors;
|
||
Euronext
means the Euronext Amsterdam N.V.;
|
||
"
the
London Stock Exchange
" means the London Stock Exchange
plc;
|
||
"
Matching
Shares
" means the number of shares in NV and PLC
subject to an Award;
|
||
"
NV
"
means Unilever N.V. having its registered office in Rotterdam (registered
number: 51830);
|
||
"
Participant
"
means a person who holds an Award granted under the Scheme;
|
||
"
Participating
Company
" means NV, PLC or any Subsidiary;
|
||
"PLC"
means Unilever PLC (registered in England and Wales No. 41424);
|
||
"
Purchased
Shares
" means shares in NV and PLC purchased or
acquired by a Participant in accordance with Rule 4 below;
|
||
"
the
Remuneration Committee
" means
the committee established by NV and PLC as the remuneration committee of
the Board;
|
||
the
Retention Period
means the period from the
Award Date until the Vesting Date;
|
||
"
the
Scheme
" means The Unilever Share Matching Scheme
as herein set out but subject to any alterations or additions made under
Rule 9 below;
|
||
"
Share
Unit
" means a unit comprising:
|
||
(a) |
such number of ordinary
shares in the share capital of NV, or depository receipts thereof, as the
Board in its absolute discretion shall determine; and
|
|
(b) |
such number of ordinary
shares in the share capital of PLC as the Board in its absolute discretion
shall determine
|
|
"
Subsidiary
"
means a body corporate which is a subsidiary of NV (within the meaning of
article 24a Book 2 Civil Code) or of PLC (within the meaning of section
736 of the Companies Act 1985) or any other company the Board has determined
to be a subsidiary for the purposes of the Scheme;
|
Unilever SMS |
1
|
9 May 2001 |
the
Vesting Conditions
means the following conditions
to which the vesting of the Awards is subject:
|
|||
(a) |
the Participant
has not withdrawn from retention in accordance with Rule 5 any of the Purchased
Shares in respect of which the Award was made before the Vesting Date; and
|
||
(b) |
the Participant
has not ceased to be a director or employee of a Participating Company at
any time during the Retention Period.
|
||
"the
Vesting Date"
means such anniversary of the Award
Date as shall be determined by the Board prior to the grant of the Award,
provided that such anniversary shall not be earlier than the third anniversary.
|
|||
1.2 |
Any reference
in the Scheme to any enactment includes a reference to that enactment as
from time to time modified extended or re-enacted.
|
||
2. |
GRANT
OF AWARDS
|
||
2.1 |
Subject
to sub-rules 2.2 and 2.4 below, to Rule 3 below, and to director or employee
purchasing shares in accordance with Rule 4 below, the Board may grant an
Award to any director of a Participating Company, who is required to devote
the whole or substantially the whole of his working time to the service
of any Participating Company, or to any employee of a Participating Company,
upon the terms set out in the Scheme and such other terms as the Board may
specify.
|
||
2.2 |
An Award
may only be granted under the Scheme:-
|
||
(a) |
within
the period of 6 weeks beginning with the date on which the Scheme is adopted
by NV and PLC or with the dealing day next following the date on which NV
and PLC announce results for any period, or at any other time when the circumstances
are considered by the Board to be sufficiently exceptional to justify the
grant thereof; and
|
||
(b) |
within
the period of 10 years beginning with the date on which NV and PLC adopt
the Scheme.
|
||
2.3 |
There
shall be no, or no more than a nominal, monetary consideration for the grant
of any Award under the Scheme
|
||
2.4 |
The grant
of any Award under the Scheme shall be subject to obtaining any approval
or consent required as a result of NV shares or depository receipts thereof
and PLC shares being listed on Euronext, the London Stock Exchange or any
other stock exchange.
|
||
2.5 |
An Award
granted under the Scheme to any person shall not, except in the case of
death as provided in sub-rule 6.3 below, be capable of being transferred
by him and shall lapse forthwith if it is so transferred or if he is adjudged
bankrupt.
|
||
2.6 |
The number
of Matching Shares which are the subject of an Award to a Participant shall
be the same number as the number of Purchased Shares in respect of which
the Award is granted.
|
Unilever SMS |
2
|
9 May 2001 |
3. |
LIMITS
|
||
3.1 |
Subject
to sub-rules 3.2 and 3.3 below, the Board may issue shares to satisfy Awards.
|
||
3.2 |
No
Awards shall be granted in any year which would, at the time they are granted,
cause the number of shares in the share capital of NV or PLC which shall
have been or may be issued in pursuance of Awards granted in the period
of 10 calendar years ending with that year, under this Scheme or under to
any other employees' share scheme adopted by NV or PLC respectively to exceed
such number as represents 10 per cent. of the ordinary share capital of
NV or PLC respectively in issue at that time.
|
||
3.3 |
No
Awards shall be granted in any year which would, at the time they are granted,
cause the number of shares in the share capital of NV or PLC which shall
have been or may be issued in pursuance of Awards granted in the period
of 10 calendar years ending with that year under the Scheme or in pursuance
to any other executive share option scheme adopted by NV or PLC respectively
to exceed such number as represents 5 per cent of the ordinary share capital
of NV or PLC respectively in issue at that time.
|
||
4. |
PURCHASED
SHARES
|
||
4.1 |
Prior
to the grant of the Award, a Participant must have purchased or acquired
ordinary shares in the share capital of NV, or depository receipts thereof,
and ordinary shares in the share capital of PLC as Purchased Shares in accordance
with sub-rule 4.2 below.
|
||
4.2 |
A
director or employee invited in accordance with the rules of this Scheme
to become a Participant may, with the consent of the Board, or must, when
so required by the Board, purchase or acquire shares on or before the Award
Date, using such part as the Board shall determine of such bonus, variable
pay award or other payment paid to him by a Participating Company (after
deduction of tax) as the Board shall direct.
|
||
5. |
RETENTION
|
||
5.1 |
The
Purchased Shares and the Matching Shares shall be held in an account in
the name of the Participant with a bank to be designated by the Board ("the
Bank").
|
||
5.2 |
The
Bank will hold the shares on condition that the Participant must agree with
the Bank that the Participant cannot instruct the Bank to assign, transfer
or charge the Matching Shares during the Retention Period. The Participant
will further authorise the Bank to transfer the Matching Shares in accordance
with the instructions from NV or PLC in the event of forfeiture of the Matching
Shares.
|
||
5.3 |
During
the Retention Period the Participant may at any time assign, transfer and
charge the Purchased Shares. However, in the event of such assignment or
transfer by the Participant of any of the Purchased Shares during the Retention
Period, the Participant will immediately forfeit his entitlement to the
Matching Shares and any dividends received on the Matching Shares during
the Retention Period which have not yet been reinvested in accordance with
sub-rule 5.4. Upon forfeiture of the Matching Shares the Bank will transfer
the Matching Shares in accordance with the instructions from NV or PLC.
|
Unilever SMS |
3
|
9 May 2001 |
5.4 |
Dividends
received on the Purchased and Matching Shares during the Retention Period
will be reinvested by the Bank in Share Units, which will be added to the
balance of Purchased Shares and Matching Shares respectively and which will
be treated as Purchases Shares and Matching Shares respectively during the
Retention Period and for the purposes of the Scheme.
|
||
5.5 |
The Participant
will have the right to exercise the voting rights attaching to the Purchased
Shares and the Matching Shares during the Retention Period.
|
||
5.6 |
The Board
shall be entitle from time to time to substitute for the arrangements prescribed
in this Rule 5 such other arrangements for holding the Purchased Shares
and the Matching Shares during the Retention Period as it may in its absolute
discretion decide are appropriate and, subject to the provisions of Rule
9, to amend the provisions of the Scheme that are related to and consequential
upon those arrangements.
|
||
6. |
VESTING
OF AWARDS
|
||
6.1 |
The vesting
of any Award granted under the Scheme shall be effected in such form and
manner as the Board may from time to time prescribe.
|
||
6.2 |
Subject
to sub-rules 6.3, 6.4 and 6.8 below and to Rule 7 below an Award granted
under the Scheme shall only vest at the Vesting Date if the Vesting Conditions
are satisfied at the Vesting Date.
|
||
6.3 |
If a Participant
dies before the Vesting Date and at a time when he is a director or employee
of a Participating Company, or if a Participant ceases to be a director
or employee of a Participating Company before the Vesting Date by reason
of ill-health, injury or disability, the Retention Period will terminate
upon the occurrence of such an event and thereupon the Award will vest in
full.
|
||
6.4 |
If a Participant
ceases to be a director or employee of a Participating Company, the following
provisions apply in relation to any Award granted to him under the Scheme:
|
||
(a) |
if he
so ceases by reason of
|
||
(i) |
redundancy; or
|
||
(ii) |
by reason only that
his office or employment is in a company which ceases to be a Participating
Company, or relates to a business or part of a business which is transferred
to a person who is not a Participating Company
|
||
the Participant
must elect by notice in writing to the Board within three months after ceasing
to hold office in or to be employed by a Participating Company, either (a)
to remain a Participant under the Scheme until the Vesting Date at which
date the Award will vest in full, or (b) to leave the Scheme and retain
a time-proportionate part of the Matching Shares, which will vest when the
notice of election is received by the Board;
|
Unilever SMS |
4
|
9 May 2001 |
For the avoidance
of doubt the time-proportionate part shall be the percentage of the Award
as equals the length of time the Participant was in employment during the
Vesting Period in relation to the length of the Vesting Period.
|
||
(b) |
if he so ceases by
reason of retirement on reaching the age at which he is bound to retire
in accordance with the terms of his contract of employment, the Participant
will remain a Participant under the Scheme until the Vesting Date at which
date the Award will vest;
|
|
(c) |
retirement before
reaching the age at which he is bound to retire in accordance with the terms
of his contract of employment, the Participant will remain a Participant
under the Scheme until the Vesting Date at which date the Award will vest,
provided that if he so retires otherwise than at the request of the company
of which he is a director or employee, Awards granted within one year preceding
such retirement shall lapse;
|
|
(d) |
for any other reason,
the Award shall lapse and the entitlement to the Matching Shares shall be
forfeited, unless the Board considers that there are exceptional circumstances
to justify the vesting of the Award, in which case the Board shall determine
at what time and to what extent the Award will vest.
|
|
For the avoidance
of doubt if under this clause a Participant remains a member of the Scheme
after ceasing employment the Purchased Shares shall be retained until the
Vesting Date.
|
||
6.5 |
A Participant
shall not be treated for the purposes of sub-rule 6.3 and 6.4 as ceasing
to be a director or employee of a Participating Company until such time
as he is no longer a director or employee of any of the Participating Companies,
and a female Participant who ceases to be such a director or employee by
reason of pregnancy or confinement and who exercises her right to return
to work under the Employment Rights Act 1996 or any similar act before the
vesting of an Award under the Scheme shall be treated for those purposes
as not having ceased to be such a director or employee.
|
|
6.6. |
Upon the
vesting of an Award the Matching Shares can be freely disposed of by the
Participant and NV and PLC will procure that the Bank shall comply with
the instructions of the Participant to assign, transfer, sell or charge
the Matching Shares, subject to sub-rule 6.7 and 6.8.
|
|
6.7 |
The transfer
of any shares under the Scheme shall be subject to obtaining any such approval
or consent as is mentioned in sub-rule 2.4 above.
|
|
6.8 |
In a case
where a Participating Company is obliged (in any jurisdiction) to account
for any tax for which a person is liable as a result of the vesting of an
Award and/or for any social security contributions recoverable from that
person (together, the "Tax Liability"), the Board shall, unless they have
(or a Participating Company has) received on or prior to the Vesting Date
of an Award payment in cleared funds from that person of an amount not less
than the Tax Liability, not be obliged to procure the Bank to comply with
the Participant's instructions (in sub-rule 6.6 above) to transfer the shares
unless that person has given irrevocable instructions to the Bank for (i)
the sale of sufficient shares to
|
Unilever SMS |
5
|
9 May 2001 |
realise the Tax Liability
and (ii) the payment of such amount to the relevant Participating Company.
|
|
7. |
TAKEOVER, RECONSTRUCTION
AND WINDING-UP
|
7.1 |
If any person obtains
control of NV or PLC as a result of making a general offer to acquire shares
in the Company, or having obtained such control makes such an offer, the
Board shall within 7 days of becoming aware thereof notify every Participant
thereof, and, subject to sub-rules 6.3, 6.4, 6.7 and 6.8 above and 7.3 below,
an Award granted under the Scheme will vest after one month (or at such
later time as the Board may determine) of such notification.
|
7.2 |
For the purposes of
sub-rule 7.1 above, a person shall be deemed to have obtained control of
the NV or PLC if he and others acting in concert with him have together
obtained control of it.
|
7.3 |
If any person becomes
bound or entitled to acquire shares in PLC under sections 428 to 430F of
the Companies Act 1985, or if under section 425 of that Act the Court sanctions
a compromise or arrangement proposed for the purposes of or in connection
with a scheme for the reconstruction of PLC or its amalgamation with any
other company or companies, or if NV or PLC passes a resolution for voluntary
winding up, or for amalgamation or legal merger with another company, or
if an order is made for the compulsory winding up of NV of PLC, the Board
shall within 7 days of becoming aware thereof notify every Participant thereof,
and, subject to sub-rules 6.3, 6.4, 6.7 and 6.8, an Award will vest after
one month of such notification (or at such later time as the Board may determine.
|
8. |
VARIATION OF
CAPITAL
|
8.1 |
In the event of any
increase or variation of the ordinary share capital of NV or PLC (whenever
effected), the Board may make such adjustments as it considers appropriate
under sub-rule 8.2 below.
|
8.2 |
An adjustment made
under this sub-rule shall be to the number of shares in respect of which
any Award is granted under the Scheme.
|
8.3 |
As soon as reasonably
practicable after making any adjustment under sub-rule 8.2 above, the Board
shall give notice in writing thereof to any Participant affected thereby.
|
9. |
ALTERATIONS
|
9.1 |
Subject to sub-rule
9.2 below, the Board may at any time alter or add to all or any of the provisions
of the Scheme, or the terms of any Award granted under it, in any respect.
|
9.2 |
Subject to sub-rule
9.3 below, no alteration or addition to the advantage of Participants shall
be made under sub-rule 9.1 above to the provisions of sub-rules 2.1 to 2.4,
2.6, Rule 3, sub-rules 6.2 to 6.5, Rule 7, or Rule 8 above, or of this Rule,
without the prior approval by ordinary resolution of the shareholders of
NV and PLC in general meeting.
|
9.3 |
Sub-rule 9.2 above
shall not apply to:-
|
Unilever SMS |
6
|
9 May 2001 |
9.3.1 |
any minor
alteration to benefit the administration of this Scheme, to take account
of a change in legislation or to obtain or maintain favourable tax, exchange
control or regulatory treatment for Participants or any Group Member; or
|
||
9.3.2 |
any alteration
or addition solely relating to any special term specified by the Board.
|
||
9.4 |
No alteration
or addition to the disadvantage of any existing rights of a Participant
shall be made under sub-rule 9.1 above unless:-
|
||
(a) |
the Board
shall have invited every such Participant to give an indication as to whether
or not he approves the alteration or addition, and
|
||
(b) |
the alteration
or addition is approved by a majority of those Participants who have given
such an indication.
|
||
9.5 |
As soon
as reasonably practicable after making any alteration or addition under
sub-rule 9.1 above, the Board shall give notice in writing thereof to any
Participant affected thereby.
|
||
10. |
BOARD
AND REMUNERATION COMMITTEE
|
||
10.1 |
When the
Board exercises any of its powers under the Rules of the Scheme it shall
do so acting under the guidance of the Remuneration Committee.
|
||
11. |
MISCELLANEOUS
|
||
11.1 |
The rights
and obligations of any individual under the terms of his office or employment
with any Participating Company shall not be affected by his participation
in the Scheme or any right which he may have to participate therein, and
an individual who participates therein shall waive any and all rights to
compensation or damages in consequence of the termination of his office
or employment for any reason whatsoever insofar as those rights arise or
may arise from his ceasing to have rights under or be entitled to any Award
under the Scheme as a result of such termination.
|
||
11.2 |
In the
event of any dispute or disagreement as to the interpretation of the Scheme,
or as to any question or right arising from or related to the Scheme, the
decision of the Board shall be final and binding upon all persons.
|
||
11.3 |
NV, PLC
and any Subsidiary may provide money to the trustees of any trust or any
other person to enable them or him to acquire shares to be held for the
purposes of the Scheme, or enter into any guarantee or indemnity for those
purposes, to the extent permitted by section 153(4) of the Companies Act
1985 and, where applicable, section 154 of that Act.
|
||
11.4 |
Any notice
or other communication under or in connection with the Scheme may be given
by personal delivery or by sending the same by post, in the case of a company
to its registered office, and in the case of an individual to his last known
address, or, where he is a director or employee of a Participating Company,
either to his last known address or to the address of the place of business
at which he performs the whole or substantially
|
Unilever SMS |
7
|
9 May 2001 |
the
whole of the duties of his office or employment, and where a notice or other
communication is given by first-class post, it shall be deemed to have been
received 48 hours after it was put into the post properly addressed and
stamped.
|
|||
11.5 |
The rules
of the Scheme and the rights and obligations of any individual thereunder
shall be governed by and construed in accordance with the law of the Netherlands
in the case of an individual who is a director or employee of NV or any
Subsidiary of NV and in accordance with the law of England in the case of
an individual who is a director or employee of PLC or any Subsidiary of
PLC.
|
||
Unilever SMS |
8
|
9 May 2001 |
9 May 2001
THE UNILEVER LONG TERM INCENTIVE PLAN
1.
|
Definitions And Interpretation | 1 | ||
2.
|
Grant Of Awards | 2 | ||
3.
|
Limits | 3 | ||
4.
|
Vesting Of Awards | 3 | ||
5.
|
Takeover, Reconstruction And Winding-Up | 4 | ||
6.
|
Variation Of Capital | 5 | ||
7.
|
Alterations | 5 | ||
8.
|
Board And Remuneration Committee | 6 | ||
9.
|
Miscellaneous | 6 | ||
SCHEDULE | 7 |
Unilever TSR - LTIP |
9
May 2001
|
THE UNILEVER LONG TERM INCENTIVE PLAN
Unilever TSR - LTIP |
1
|
9
May 2001
|
Companies
Act 1985) or any other company the Board has determined to be a subsidiary
for the purposes of the Plan;
" the Unilever Group " means NV and PLC and their Subsidiaries; " the Vesting Condition " means that the vesting of the Awards is subject to the Participant not having ceased to be a director or employee of a Participating Company at any time during the period commencing on the Award Date and ending on the Vesting Date; " the Vesting Date " means the date as determined by the Board prior to the grant of the Award, which date shall not be a date prior to the third anniversary of the Award Date. |
||
1.2 |
Any
reference in the Plan to any enactment includes a reference to that enactment
as from time to time modified, extended or re-enacted.
|
|
2. |
GRANT
OF AWARDS
|
|
2.1 |
Subject
to sub-rules 2.2 and 2.4 below, and to Rule 3 below, the Board may grant
an Award to any director of a Participating Company, who is required to
devote the whole or substantially the whole of his working time to the service
of any Participating Company, or to any employee of a Participating Company,
upon the terms set out in the Plan and such other terms as the Board may
specify.
|
|
2.2 |
An
Award may only be granted under the Plan:-
|
|
(a) |
within
the period of 6 weeks beginning with the date on which the Plan is adopted
by NV and PLC or with the dealing day next following the date on which NV
and PLC announce results for any period, or at any other time when the circumstances
are considered by the Board to be sufficiently exceptional to justify the
grant thereof; and
|
|
(b) |
within
the period of 10 years beginning with the date on which the Company adopts
the Plan.
|
|
2.3 |
There
shall be no, or no more than a nominal, monetary consideration for the grant
of any Award under the Plan.
|
|
2.4 |
The
grant of any Award under the Plan shall be subject to obtaining any approval
or consent required as a result of NV shares or depository receipts thereof
and PLC shares being listed on Euronext, the London Stock Exchange or any
other stock exchange.
|
|
2.5 |
An
Award granted under the Plan to any director or employee shall not, except
in the case of death as provided in sub-rule 4.3 below, be capable of being
transferred by him and shall lapse forthwith if it is so transferred or
if he is adjudged bankrupt.
|
|
2.6 | An Award shall not be granted to any director or employee in the last twelve months before reaching the age at which he is bound to retire in accordance with the terms of his contract of employment. |
Unilever TSR - LTIP |
2
|
9
May 2001
|
3. |
LIMITS
|
||
3.1 |
Subject
to sub-rules 3.2 and 3.3 below, the Board may issue shares to satisfy Awards.
|
||
3.2 |
No
Awards shall be granted in any year which would, at the time they are granted,
cause the number of shares in NV or PLC which shall have been or may be
issued in pursuance of Awards granted in the period of 10 calendar years
ending with that year under this Plan or under any other employees' share
plan adopted by NV or PLC respectively to exceed such number as represents
10 per cent. of the ordinary share capital of NV or PLC respectively in
issue at that time.
|
||
3.3 |
No
Awards shall be granted in any year which would, at the time they are granted,
cause the number of shares in NV or PLC which shall have been or may be
issued in pursuance of Awards granted in the period of 10 calendar years
ending with that year under this Plan or under any other executive share
option plan adopted by NV or PLC respectively to exceed such number as represents
5 per cent of the ordinary share capital of NV or PLC respectively in issue
at that time.
|
||
4. |
VESTING
OF AWARDS
|
||
4.1 |
The
vesting of any Award granted under the Plan shall be effected in such form
and manner as the Board may from time to time prescribe.
|
||
4.2.1 |
Subject
to sub-rules 4.3, 4.6 and 4.7 below and to Rule 5 below an Award granted
under the Plan shall only vest on the Vesting Date if the Vesting Condition
is satisfied at the Vesting Date.
|
||
4.2.2 |
The
percentage of Shares which are acquired at the vesting of the Award shall
be determined in accordance with the calculation of the performance condition
specified in the Schedule to the Rules.
|
||
4.3.1 |
If
a Participant dies before the Vesting Date and at a time when he is a director
or employee of a Participating Company, the Award shall vest on the later
of either the date of his death or the first anniversary of the Award Date.
In such an event the percentage of Shares to be acquired on the vesting
of the Award shall be the percentage which would have been acquired if the
Performance Period would have ended on this date of vesting.
|
||
4.3.2 |
If
a Participant ceases to be a director or employee of a Participating Company,
by reason of:
|
||
(i) |
ill-health;
or
|
||
(ii) |
injury;
or
|
||
(iii) |
disability;
or
|
||
(iv) | redundancy or by reason only that his office or employment is in a company which ceases to be a Participating Company, or relates to a business or part of a business which is transferred to a person who is not a Participating Company; or |
Unilever TSR - LTIP |
3
|
9
May 2001
|
(v)
|
retirement
on reaching the age at which he is bound to retire in accordance with the
terms of his contract of employment; or
|
||
(vi)
|
retirement
before reaching the age at which he is bound to retire in accordance with
the terms of his contract of employment, provided that if he so retires
otherwise than at the request of the company of which he is a director or
employee, Awards granted within one year preceding such retirement shall
lapse;
|
||
the
Award will vest in full on the Vesting Date.
|
|||
4.3.3 |
If
he so ceases for any other reason, the Award shall lapse unless the Board
considers that there are exceptional circumstances to justify vesting of
the Award.
|
||
4.4 |
A
Participant shall not be treated for the purposes of sub-rule 4.3 as ceasing
to be a director or employee of a Participating Company until such time
as he is no longer a director or employee of any of the Participating Companies,
and a female Participant who ceases to be such a director or employee by
reason of pregnancy or confinement and who exercises her right to return
to work under the Employment Rights Act 1996 or any similar act before the
Vesting Date under the Plan shall be treated for those purposes as not having
ceased to be such a director or employee.
|
||
4.5 |
Subject
to sub-rules 4.6 and 4.7 below, within 30 days after the Vesting Date, NV
and PLC shall procure the transfer to the Participant (or his nominee) of
the number of shares in respect of which the Award has vested.
|
||
4.6 |
The
transfer of any shares under the Plan shall be subject to obtaining any
such approval or consent as is mentioned in Rule 2.4 above.
|
||
4.7 |
In
a case where a Participating Company is obliged (in any jurisdiction) to
account for any tax for which a person is liable as a result of the vesting
of an Award and/or for any social security contributions recoverable from
that person (together, the "Tax Liability"), the Board shall, unless they
have (or a Participating Company has) received on or prior to the Vesting
Date payment in cleared funds from that person of an amount not less than
the Tax Liability, not be obliged to transfer the Shares unless that person
has given irrevocable instructions to NV or PLC's brokers for (i) the
sale of sufficient shares to realise the Tax Liability and (ii) the payment
of such amount to the Company (or, as the case may be, to the relevant Participating
Company).
|
||
5. |
TAKEOVER,
RECONSTRUCTION AND WINDING-UP
|
||
5.1 | If any person obtains control of NV or PLC as a result of making a general offer to acquire shares in NV or PLC, or having obtained such control, makes such an offer, the Board shall, within 7 days of becoming aware thereof, notify every Participant thereof, and, subject to sub-rules 4.3, 4.6 and 4.7 above and 5.3 below, an Award granted under the Plan shall vest after one month (or at such later date as the Board determines) of such notification. In such an event the percentage of Shares to be acquired on the vesting of the Award shall be the percentage which would have been acquired if the Performance Period would have ended on the date of vesting as so determined by the Board. |
Unilever TSR - LTIP |
4
|
9
May 2001
|
5.2 |
For
the purposes of sub-rule 5.1 above, a person shall be deemed to have obtained
control of NV or PLC if he and others acting in concert with him have together
obtained control of it.
|
|
5.3 |
If
any person becomes bound or entitled to acquire shares in PLC under sections
428 to 430F of the Companies Act 1985, or if under section 425 of that Act
the Court sanctions a compromise or arrangement proposed for the purposes
of or in connection with a Plan for the reconstruction of PLC or its amalgamation
with any other company or companies, or if NV or PLC passes a resolution
for voluntary winding up or for amalgamation or legal merger with another
company, or if an order is made for the compulsory winding up of NV or PLC,
the Board shall within 7 days of becoming aware thereof notify every Participant
thereof, and, subject to sub-rules 4.3, 4.6 and 4.7, an Award granted under
the Plan shall vest after one month of such notification, or at such later
time as the Board may determine.
|
|
6. |
VARIATION
OF CAPITAL
|
|
6.1 |
In
the event of any increase or variation of the share capital of NV and PLC
(whenever effected), the Board may make such adjustments as it considers
appropriate under sub-rule 6.2 below.
|
|
6.2 |
An
adjustment made under this sub-rule shall be to the number of shares in
respect of which any Award is granted under the Plan .
|
|
6.3 |
As
soon as reasonably practicable after making any adjustment under sub-rule
6.2 above, the Board shall give notice in writing thereof to any Participant
affected thereby.
|
|
7. |
ALTERATIONS
|
|
7.1 |
Subject
to sub-rule 7.2 below, the Board may at any time alter or add to all or
any of the provisions of the Plan, or the terms of any Award granted under
it, in any respect.
|
|
7.2 |
Subject
to sub-rule 7.3 below, no alteration or addition to the advantage of Participants
shall be made under sub-rule 7.1 above to the provisions of sub-rules 2.1
to 2.4, Rule 3, sub-rules 4.2 to 4.4, Rule 5, or Rule 6 above, or of this
Rule, without the prior approval by ordinary resolution of the members of
NV and PLC in general meeting.
|
|
7.3 |
Sub-rule
7.2 above shall not apply to:-
|
|
7.3.1 |
any minor
alteration to benefit the administration of this Plan, to take account of
a change in legislation or to obtain or maintain favourable tax, exchange
control or regulatory treatment for Participants or any Participating Company;
or
|
|
7.3.2 |
any alteration
or addition solely relating to any special term specified by the Board.
|
|
7.4 |
No
alteration or addition to the disadvantage of any existing rights of a Participant
shall be made under sub-rule 7.1 above unless:-
|
|
(a) | the Board shall have invited every such Participant to give an indication as to whether or not he approves the alteration or addition, and |
Unilever TSR - LTIP |
5
|
9
May 2001
|
(b) |
the
alteration or addition is approved by a majority of those Participants who
have given such an indication.
|
|
7.5 |
As
soon as reasonably practicable after making any alteration or addition under
sub-rule 7.1 above, the Board shall give notice in writing thereof to any
Participant affected thereby.
|
|
8. |
BOARD
AND REMUNERATION COMMITTEE
|
|
8.1 |
When
the Board exercises any of its powers under the Rules of the Plan it shall
do so acting under the guidance of the Remuneration Committee.
|
|
9. |
MISCELLANEOUS
|
|
9.1 |
The
rights and obligations of any individual under the terms of his office or
employment with any Participating Company shall not be affected by his participation
in the Plan or any right which he may have to participate therein, and an
individual who participates therein shall waive any and all rights to compensation
or damages in consequence of the termination of his office or employment
for any reason whatsoever insofar as those rights arise or may arise from
his ceasing to have rights under or be entitled to any Award under the Plan
as a result of such termination.
|
|
9.2 |
In
the event of any dispute or disagreement as to the interpretation of the
Plan, or as to any question or right arising from or related to the Plan,
the decision of the Board shall be final and binding upon all persons.
|
|
9.3 |
NV,
PLC and any Subsidiary may provide money to the trustees of any trust or
any other person to enable them or him to acquire shares to be held for
the purposes of the Plan, or enter into any guarantee or indemnity for those
purposes, to the extent permitted by article 98c Book 2 Civil Code, section
153(4) of the Companies Act 1985 and, where applicable, section 154 of that
Act and any similar provision applying to any Subsidiary.
|
|
9.4 |
Any
notice or other communication under or in connection with the Plan may be
given by personal delivery or by sending the same by post, in the case of
a company to its registered office, and in the case of an individual to
his last known address, or, where he is a director or employee of a Participating
Company, either to his last known address or to the address of the place
of business at which he performs the whole or substantially the whole of
the duties of his office or employment, and where a notice or other communication
is given by first-class post, it shall be deemed to have been received 48
hours after it was put into the post properly addressed and stamped.
|
|
9.5 | The rules of the Plan and the rights and obligations of any individual thereunder shall be governed by and construed in accordance with the law of the Netherlands in the case of an individual who is a director or employee of NV or any Subsidiary of NV and in accordance with the law of England in the case of an individual who is a director or employee of PLC or any Subsidiary of PLC. |
Unilever TSR - LTIP |
6
|
9
May 2001
|
SCHEDULE
1. |
For
the purposes of the Schedule:-
|
|
"
TSR
"
means the total shareholder return received by Unilever Group shareholders
in the Performance Period in the form of appreciation in share price plus
the dividends received, calculated in the manner determined by the Board,
whereby:
|
||
in
a single year TSR is calculated as:
|
||
- |
the appreciation
in share price based on daily averages over 12 months (a), plus
|
|
- |
the dividends
received during the year by shareholders, gross before any investor taxes
(b), and
|
|
- |
dividing
(a + b) by the initial share price;
|
|
and
the TSR for the Performance Period is arrived at by multiplying the three
annual TSRs for the three years included in the Performance Period and extracting
the cube root from this multiple.
|
||
1.1 |
"the
Comparator Companies
"
means a group of twenty-one companies (including the Unilever Group) selected
by the Board prior to the Award Date against which Unilever Group's TSR
shall be measured.
|
|
1.2 |
any
reference to Unilever Group's
position
(in
paragraph 2 below) is a reference to what would be its position in a table
of the Comparator Companies arranged in descending order according to the
TSR of each of them for the Performance Period.
|
2. |
The
Award shall vest as to the following percentages of number of Shares subject
to the Award as follows:-
|
2.1 |
200%
of the Shares if Unilever Group is in the 1
st
or 2
nd
position.
|
2.2 |
150%
of the Shares if Unilever Group is in the 3
rd
or
4
th
position.
|
2.3 |
100%
of the Shares if Unilever Group is in the 5
th
,
6
th
or 7
th
position.
|
2.4 |
50%
of the Shares if Unilever Group is in 8
th
or 9
th
position.
|
2.5 |
25%
of the Shares if Unilever Group is in 10
th
or
11
th
position.
|
2.6 |
0%
of the Shares if Unilever Group is in 12
th
to
21
st
position.
|
3.
|
The
Board may make such adjustments to the method of calculating TSR or any
other feature of the Schedule as it considers appropriate to ensure that
the condition in the Schedule achieves its original purpose.
|
Unilever TSR - LTIP |
7
|
9
May 2001
|
EXHIBIT 10.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration Statements on Form F-3 (No. 333-12592), Form S-8 (No. 333-13100) and Form S-8 (No. 333-13136) of Unilever N.V. and Unilever PLC, of our report dated 6 March 2002 relating to the financial statements, which appears in this Form 20-F.
PricewaterhouseCoopers N.V. |
PricewaterhouseCoopers
|
Registeraccountants | Chartered Accountants and Registered Auditors |
Rotterdam, The Netherlands | London, England |
14 March 2002