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  
                             
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
 
 
THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the fiscal year ended 31 DECEMBER 2001
 
 
OR
 
                             
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
 
 

THE SECURITIES EXCHANGE ACT OF 1934

 
 
For the transition period from ______________ to ______________
 
     
 
Commission file number 1-4546
 
     
 

UNILEVER PLC

 
 

(Exact name of Registrant as specified in its charter)

 

ENGLAND

(Jurisdiction of incorporation or organization)

UNILEVER HOUSE, BLACKFRIARS, LONDON, ENGLAND

(Address of principal executive offices)

  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 Registrant’s 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.  
     
 
  Yes                       No
 
     
 
Indicate by check mark which financial statement item the Registrant has elected to follow.
 
     
 
     Item 17                  Item 18       
 

  UNILEVER ANNUAL REPORT
  & ACCOUNTS 2001 AND FORM 20-F
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
  Meeting everyday needs
  of people everywhere

  UNILEVER 2001
 
 
 
 
      A TRULY MULTI-LOCAL MULTINATIONAL
     
        Unilever is dedicated to meeting the everyday needs
        of people everywhere. Around the world our Foods and
        Home & Personal Care brands are chosen by many millions
        of individual consumers each day. Earning their trust,
        anticipating their aspirations and meeting their daily
        needs are the tasks of our local companies. They bring
        to the service of their consumers the best in brands and
        both our international and local expertise.
   
   
   
   
   
   
  Unilever’s 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 Unilever’s road to sustainable, profitable growth
  for our business and long-term value creation for our
  shareholders and employees.

Contents

CONTENTS

> 1

Report of the Directors    
Financial highlights
3
 
Chairmen’s statement
4
 
Code of Business Principles
6
 
About Unilever
7
 
Operating review – highlights
11
 
Operating review by region
14
 
      Europe
14
 
      North America
15
 
      Africa, Middle East and Turkey
16
 
      Asia and Pacific
17
 
      Latin America
18
 
Operating review by category – Foods
19
 
      Oil and dairy based foods and bakery
20
 
      Ice cream and beverages
21
 
      Culinary and frozen foods
22
 
Operating review by category – Home & Personal Care
24
 
      Home care and professional cleaning
24
 
      Personal care
26
 
Financial review
28
 
Corporate governance
34
 
      Organisational structure of Unilever
34
 
      Directors
37
 
      Advisory Directors
38
 
      Business Presidents
38
 
Remuneration report
40
 
     
Financial Statements    
Statement of directors’ responsibilities 49  
Report of independent auditors 50  
Accounting information and policies 51  
Consolidated profit and loss account 54  
Consolidated statement of total recognised    
gains and losses 55  
Consolidated cash flow statement 55  
Consolidated balance sheet 56  
Notes to the consolidated accounts 57  
1 Segmental information 57  
2 Operating costs 62  
3 Staff costs and employees 62  
4 Exceptional items 62  
5 Interest 63  
6 Taxation on profit on ordinary activities 63  
7 Combined earnings per share 64  
8 Dividends on ordinary capital 65  
9 Goodwill and intangible assets 65  
10 Tangible fixed assets 65  
11 Fixed investments 66  
12 Stocks 66  
13 Debtors 66  
14 Net funds/(debt) 66  
15 Financial instruments 68  
16 Trade and other creditors 69  
17 Pensions and similar obligations 69  
18 Deferred taxation and other provisions 73  
19 Capital and reserves 73  
20 Called up share capital 74  
21 Profit retained 75  
22 Other reserves 75  
23 Commitments and contingent liabilities 75  
24 Acquisition and disposal of group companies 76  
25 Reconciliation of operating profit to operating    
  cash flows 77  
26 Analysis of cash flows for headings netted in    
  the cash flow statement 78  
27 Analysis of net funds/(debt)
79
 
28 Equity based compensation plans
79
 
29    Summarised accounts of the NV and PLC parts
 
   
88
 
Five year record
89
 
Additional information for United States investors
94
 
Principal group companies and fixed investments
97
 
Company accounts Unilever N.V.
101
 
Company accounts Unilever PLC
104
 
     
     
Shareholder information
 
Control of Unilever
107
 
Analysis of shareholding
111
 
Information about exchange controls affecting security holders
112
 
Nature of the trading market
112
 
Taxation for US residents
114
 
Dividends
116
 
Cross reference to Form 20-F
117
 
Glossary
118
 
Financial calendar and addresses
119
 
Website
120
 
Publications
120
 
Share registration
120
 

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
Unilever’s 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 NV’s 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


CHAIRMEN’S STATEMENT
> 4
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

CHAIRMEN’S 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
> 6

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
> 7

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 d’Or (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 Wall’s in Europe and Ben & Jerry’s , Good Humor and Breyers in the United States. Ice cream products such as Carte d’Or , 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. Hellmann’s 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, Colman’s 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 Lawry’s 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
> 8

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 Pond’s, 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
> 9

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:

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by continually developing new and improved products;
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by sharing our innovations and concepts with our businesses all around the world; and
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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
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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
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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 Unilever’s share of the turnover (and operating profit) of joint ventures, net of Unilever’s 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
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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 & Jerry’s – 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 Unilever’s 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 Gorton’s 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
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On 20 December 2001, we completed the sale of Unipath Limited, our women’s 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 & Jerry’s 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 Group’s aggregate holding in Rossell Industries to 95.89%.

Unilever Annual Report & Accounts and Form 20-F 2001


OPERATING REVIEW BY REGION
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Europe

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 d’Or 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
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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 Shedd’s and I Can’t Believe It’s 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, Pond’s, mod’s 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 Can’t Believe It’s 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 d’Or dessert range. In particular, Carte d’Or 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 Hellmann’s 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 Hellmann’s 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 & Stir’s 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 Lawry’s 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 , mod’s 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, Pond’s Perfect was launched in Japan and achieved a leading position in the mass sector of the anti-ageing market, while the launch of Pond’s 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 Pond’s, 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 Rexona’s 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 mod’s 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 Group’s 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 Group’s 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 year’s 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 & Jerry’s, 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 Group’s 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
> 29

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 Group’s 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 & Jerry’s, 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 Group’s 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%).

Unilever’s 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
> 30

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 Union’s Merger Task Force following the Bestfoods acquisition; Elizabeth Arden; the Unipath women’s diagnostics business in the UK and the Gorton’s 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 Group’s 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 Unilever’s 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
> 31

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 Treasury’s strategic purpose is to maintain Unilever’s financial strength and flexibility within the context of the long-term financial strategy set out in the ‘Finance and liquidity’ section above. Unilever Treasury’s 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).

Unilever’s 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 Unilever’s 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.

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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
Unilever’s 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
Unilever’s 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 Unilever’s 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.

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>
  
Economic conditions in developing countries:
About a third of Unilever’s 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:
Unilever’s 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 Group’s business and results of operations.

In addition, as a multinational group, Unilever’s 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 Group’s 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 Unilever’s chosen reference group.

Unilever’s 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.

Unilever’s 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 L’Oréal
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.

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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.

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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

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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.

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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.

Directors

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 Unilever’s 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

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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
> 39

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 Unilever’s 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 Committee’s 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 director’s option grant is determined by the percentage increase, above the rate of inflation, of the Group’s 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 individual’s 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 Unilever’s 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 PLC’s 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 Committee’s 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 year’s 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 children’s 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 spouse’s pension is 50% of the member’s pension.

Under the NV early retirement scheme, the spouse’s pension is 70% of the member’s 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 spouse’s pension is 66.7% of the member’s 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 year’s 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
> 47

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.

Note
Number
of shares
Exercise
price
Market price at
date of exercise
   
Note
Number
of shares
Exercise
price
Market price at
date of exercise
 





 



(1)
All
€56.45
n/a
    (6)
All
€26.56 €63.55  
(2)
All
€64.65
n/a
    (7)
All
€31.20 €61.25  
(3)
All
478p
n/a
    (8)
All
227p 536p  
(4)
All
$50.09
n/a
    (9)
All
$52.43 $ 57.75  
(5)
All
$6.91
n/a
    (10)
All
           On date of retirement
 





 



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 Group’s 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 Group’s 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 Group’s 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.

Unilever’s 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.

Unilever’s 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 Unilever’s policy to bring acquired companies within the Group’s 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 Company’s compliance with the seven provisions of the Combined Code specified for our review by the United Kingdom’s 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 Group’s 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 Group’s 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.

PricewaterhouseCoopers N.V. PricewaterhouseCoopers
Registeraccountants Chartered Accountants
Rotterdam, The Netherlands and Registered Auditors
  London, England
   
As auditors of Unilever N.V. As auditors of Unilever PLC
   
6 March 2002  

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 Unilever’s 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. Unilever’s 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 Group’s 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:

Freehold buildings
33-40 years
(no depreciation on freehold land)
Leasehold land and buildings
*33-40 years
Plant and equipment
3-20 years
Motor vehicles
3-6 years
* or life of lease if less than 33 years

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 Group’s 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 arm’s 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 Group’s 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 Group’s 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 Unilever’s domestic tax base. The reconciliation between the computed rate of income tax expense which is generally applicable to Unilever’s 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 Group’s 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
2001

 
€ 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 Unilever’s operating companies are met using short-term overdraft facilities, substantially all of which are uncommitted.

The interest rate profiles of the Group’s 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 Unilever’s 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 Group’s 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 Group’s 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 Unilever’s 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 Unilever’s financing and investing activities in accordance with Unilever policies.

The objectives of Unilever’s 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 Group’s 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 Group’s 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 Group’s accounting policies.

The Group also operates a number of defined contribution plans. The assets of all the Group’s 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 Group’s 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 Group’s 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 NV’s 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 Company‘s 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 Company’s 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 PLC‘s 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.

 
€ million
Provisional
fair values
at date of
acquisition
€ million



Revaluations
€ million


Adjusted
fair values


Acquisition of Bestfoods            
Intangible assets   5 440   5 440
Other fixed assets 1 823   38   1 861  
Acquired businesses held for resale (a) 1 757   (197)   1 560  
Other current assets 1 745   418   2 163  
Creditors (1 965)   145   (1 820)  
Provisions for liabilities and charges:            
      Pensions and similar obligations (437)   (201)   (638)  
      Deferred taxation 124   104   228  
      Other provisions (938)   (129)   (1 067)  
      Minority interest 21   (23)   (2)  


Net assets acquired 2 130   5 595   7 725  
Goodwill arising in subsidiaries 23 321   (5 538)   17 783  
Goodwill arising in joint ventures 632   (57)   575  


Consideration 26 083     26 083  


(a) The fair values of the acquired businesses held for resale are stated net of tax of €435 million.          

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 Group’s 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 Limited’s 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
> 86
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
> 87
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 Group’s 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 ADR’s and NV New York Shares respectively.

Unilever Annual Report & Accounts and Form 20-F 2001


NOTES TO THE CONSOLIDATED ACCOUNTS
> 88
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 Group’s 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 Unilever’s 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:

2001
2000
1999
1998
1997











Year end
                   
$1 = Fl.
1.88
2.03
€1 = $
0.890
0.939
1.007











Annual average
$1 = Fl.
1.97
1.95
€1 = $
0.895
0.923
1.065











High
$1 = Fl.
2.09
2.12
€1 = $
0.954
1.034
1.181











Low
$1 = Fl.
1.81
1.73
€1 = $
0.837
0.827
1.001












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 Group’s 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 Unilever’s 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 Group’s 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
Unilever’s 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 Unilever’s 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 Unilever’s 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 staff’s 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 Unilever’s 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 Unilever’s 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 Vendor’s 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 Unilever’s 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 Unilever’s 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 Unilever’s 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 Unilever’s 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 SEC’s 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.


Principal group companies
 

%
Europe
 

 
Austria – NV
 
C.H. Knorr Nahrungsmittelfabrik Ges.m.b.H.
F
Österreichische Unilever Ges.m.b.H.
FP

  Belgium – NV
99
Bestfoods Belgium N.V./S.A.
F
  Unilever Belgium S.A./N.V.
FPO

 
Czech Republic – NV
Unilever C R s.r.o.
FP

 
Denmark – NV
Unilever Bestfoods A/S
F
Unilever Danmark A/S
FP

  Finland – NV
  Suomen Unilever Oy
FP

  France – NV  
99 Amora Maille Societé Industrielle S.A.
F
99 Bestfoods France Societé Industrielle S.A.
F
99 Boursin S.A.
F
99 Cogesal-Miko S.A.
F
99 Frigedoc S.A.
F
99 Lever Fabergé France S.A.
P
99 Unilever Bestfoods France S.A.
F
99 Unilever France S.A.
H

% Europe continued  

  Germany – NV  
Bestfoods Deutschland GmbH & Co. OHG F
Langnese-Iglo GmbH F
Lever Fabergé Deutschland GmbH P
Unilever Bestfoods Deutschland GmbH F
Unilever Beteiligungs GmbH H

  Greece – NV  
67 ‘Elais’ Oleaginous Products A.E. F
Unilever Hellas A.E.B.E.
FP

  Hungary – NV  
Unilever Magyarország Kft
FP

  Ireland – PLC  
  Lever Fabergé Ireland Ltd. P
  Unilever Bestfoods (Ireland) Limited. F

  Italy – NV  
  Bestfoods Italia SpA F
  Lever Fabergé Italia SpA P
  Van den Bergh Italia SpA F
  Sagit SpA F
  Unilever Italia SpA H

  The Netherlands – NV
  DiverseyLever B.V. P
  DiverseyLever International B.V. P
  IgloMora Groep B.V. F
  Lever Fabergé Nederland B.V. P
  Loders Croklaan B.V. F
  Unilever Bestfoods Nederland B.V. F
  Unilever N.V. (1) H
  Unilever Nederland B.V. H

  Norway  
  Bestfoods Nordic A/S F

  Poland – NV  
99 Bestfoods Polska Sp. zo.o F
  Unilever Polska S.A.
FP

  Portugal – NV  
74 IgloOlá-Distribuição de Gelados e de Ultracongelados, Lda. F
60 LeverElida-Distribuição de Produtos de Limpeza e  
       Higiene Pessoal, Lda. P
  Unilever Bestfoods Portugal Produtos Alimentares S.A. F

  Romania – NV  
99 Unilever Romania P

  Russia – NV  
  Unilever SNG
FP

  Slovakia – NV
  Unilever Slovensko spol. sr. o.
FP

  Spain – NV  
  Bestfoods España S.A. F
  Unilever España S.A.
HP
  Unilever Foods España S.A. F

(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 Wall’s 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 & Jerry’s Homemade Inc. F
Bestfoods-Caribbean, Inc. F
Bestfoods Europe (Group) Ltd. F
Diversey Lever, Inc. P
Good Humor-Breyers Ice Cream (2) F
Henri’s 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.


%
Africa, Middle East and Turkey
 

     
 
Côte d’Ivoire – PLC
 
90 Unilever Côte d’Ivoire
FPO

  Democratic Republic of Congo – NV  
  Compagnie des Margarines, Savons et Cosmétiques au Zaire s.a.r.l.
FP
76 Plantations Lever au Zaire s.a.r.l. O

  Dubai – PLC  
  Unilever Gulf Free Zone Establishment O

  Egypt – PLC  
60 Fine Foods Egypt SAE F
60 Lever Egypt SAE P

  Ghana – PLC  
67 Unilever Ghana Ltd. FPO

  Israel – PLC  
51 Glidat Strauss Ltd. F
  Lever Israel Ltd. P

  Kenya – PLC  
88 Brooke Bond Kenya Ltd. O
  Unilever Kenya Ltd. FP

  Malawi – PLC  
  Lever Brothers (Malawi) Ltd. FP

 
Morocco – NV
 
 
Lever Maroc S.A.
P

  Nigeria – PLC  
50 Unilever Nigeria FP

  Saudi Arabia – PLC  
49 Binzagr Lever Ltd. P
49 Lever Arabia Ltd. P

  South Africa – PLC  
  Unilever South Africa (Pty.) Ltd. FP

  Tanzania – PLC  
  Brooke Bond Tanzania Ltd. O

  Tunisia – NV  
  Société de Produits Chimiques et Détergents P

  Turkey – NV  
85 Lever Elida Temizlik ve Kis,isel Bakim Ürünleri  
  Sanayi ve Ticaret A.S. P
  Unilever Sanayi ve Ticaret Türk A.S. F
  Unilever Tüketim Ürünleri Satis, Pazarlama ve Ticaret A.S. FP

  Uganda – PLC  
  Unilever Uganda Ltd. FP

  Zambia – PLC  
  Lever Brothers Zambia Limited FP

  Zimbabwe – PLC  
  Lever Brothers (Private) Ltd. FP

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
  Wall’s (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

 

%
Latin America
 

 
Argentina – NV
 
  Refinerias de Maiz S.A.I.C.F. F
  Unilever de Argentina S.A.
FP

  Bolivia – NV
  Quimbol Lever S.A.
FP

  Brazil – NV
  Mavibel Brasil Ltda.
H
  Unilever Brasil Ltda.
FP
  Unilever Bestfoods Brasil Ltda.
F

  Chile – NV
  Industrias de Maiz y Alimentos S.A.
F

  Colombia – NV
  DISA S.A.
F
  Unilever Andina (Colombia) S.A.
FP
60
Varela S.A.
P

  Costa Rica – NV
  Productos Agroindustriales del Caribe S.A.
F

  Dominican Republic – NV
  Unilever Dominicana S.A.
P

  Ecuador – NV
  Unilever Andina Jaboneria Nacional S.A.
FP

  El Salvador – NV
  Industrias Unisola S.A.
FP

  Guatemala – NV
  Productos de Maiz y Alimentos, S.A.
F

  Honduras – NV
  Lever de Honduras S.A.
FP

  Mexico – NV
  Circulo Esmeralda S.A. de C.V.
F
  Corporativo Unilever de Mexico S.A. de C.V.
H
  Unilever de Mexico S.A. de C.V.
FP

  Netherlands Antilles – NV
  Unilever Becumij N.V.
O

  Nicaragua – NV
  Lever de el Nicaragua S.A.
FP

  Panama – NV
  Unilever de Centroamerica S.A.
FP

  Paraguay – NV
  Unilever de Paraguay S.A.
FP

  Peru – NV
72
Industrias Pacocha S.A.
FP

  Trinidad & Tobago – PLC
50
Lever Brothers West Indies Ltd.
FP

 
Uruguay – NV
 
Sudy Lever S.A.
FP

  Venezuela – NV
  Aliven S.A.
F
  Unilever Andina S.A.
FP

Unilever Annual Report & Accounts and Form 20-F 2001


PRINCIPAL GROUP COMPANIES AND
> 100
FIXED INVESTMENTS  

As at 31 December 2001
Unilever Group

Principal fixed investments
Joint ventures
 
 

%
Europe
 

 
Portugal – NV
40 FIMA/VG-Distribuição de Produtos Alimentares, Lda.
F

%
North America
 

  United States of America – NV (75%); PLC (25%)
50 The Pepsi/Lipton Partnership
F

%
Africa, Middle East and Turkey
 

  Israel
50 Israel Edible Products Ltd.
F

  Kenya  
50 CPC Kenya Ltd.
F

  Morocco
50 Knorr Bestfoods Morocco
F

  South Africa
50 Robertsons Foodservice (Pty.) Ltd.
F

%
Asia and Pacific
 

  China S.A.R.  
50 CPC/AJI (Hong Kong) Ltd.
F

  Malaysia
50 CPC/AJI (Malaysia) Sdn. Bhd.
F

  Philippines
50 California Manufacturing Company Inc.
F

  Singapore
50 CPC/AJI (Singapore) Pte Ltd.
F

  Taiwan
50 CPC/AJI (Taiwan) Ltd.
F

  Thailand
50 CPC/AJI (Thailand) Ltd.
F

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, PLC’s 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
Unilever’s 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 Management’s 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 PLC’s 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
> 107

NV’s 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.
   
PLC’s 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 NV’s 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 NV’s special shares can nominate candidates for election to the NV Board, and only the holders of PLC’s 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 NV’s ordinary capital carries the same weight as a unit made up of £1 nominal of PLC’s 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. NV’s ordinary shares currently each have a nominal value of 0.51, and PLC’s 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
> 108

>
  
the governments of the Netherlands or the United Kingdom could in some circumstances place restrictions on the proportion of a company’s 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 other’s 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 PLC’s 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
> 109

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 PLC’s Articles of Association or the Equalisation Agreement, or to the liquidation of NV or PLC.

According to NV’s 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 PLC’s 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
> 110

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 PLC’s 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 ANT’s 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 NV’s 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 NV’s 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, Nedamtrust’s 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.

Nedamtrust’s NV shareholding fluctuates daily – its holdings on 28 February 2002 were:


>    Ordinary shares of 0.51: 411 306 443 (71.96%)
>    7%   Cumulative Preference Shares of 453.78: 9   820 (33.86%)
>
  
6%   Cumulative Preference Shares of 453.78:
6   (0.00%)
>
  
4%   Cumulative Preference Shares of 45.38: 23   (0.00%)

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
> 111

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)


Aegon Levensverzekering N.V.

>    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)


Some of the above holdings are in the form of depositary receipts against NV shares issued by Nedamtrust (see page 110). There have been no material changes to the holdings of significant shareholders of NV during the three years up to and including 2001.

Significant shareholders of PLC
The following table gives details of shareholders who held more than 3% of PLC’s shares or deferred stock on 28 February 2002. The voting rights of such shareholders are the same as for other holders of the class of share indicated. We take this information from the register we hold under section 211 of the UK Companies Act 1985.

  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 PLC’s 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.

In the United States, NV ordinary shares in registered form and PLC American Depositary Receipts, representing four PLC ordinary shares, are traded on the New York Stock Exchange. JPMorgan Chase Bank of New York acts for NV and PLC as issuer, transfer agent and, in respect of the American Depositary Receipts, depositary.

At 28 February 2002 there were 8 747 registered holders of NV ordinary shares and 750 registered holders of PLC American Depositary Receipts in the United States. We estimate that approximately 33% of NV’s ordinary shareholdings were in the United States (approximately 28% in 2000), based on the distribution of the 2001 interim dividend payments, whilst most holders of PLC ordinary shares are registered in the United Kingdom – approximately 99% in both 2001 and 2000.

The high and low trading prices for the separate stock exchange listings are shown in the tables on the following page as follows:

> 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
> 114

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 shareholder’s 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 establishment’s 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 shareholder’s 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 establishment’s 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 individual’s 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
> 115

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 shareholder’s 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 individual’s death; or
> on a gift of the shares during the individual’s 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
> 116

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 year’s 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
> 117

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

Unilever’s 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
 

 
Preferential dividends  

NV  

   
4% Cumulative Preference Paid 1 January
6% Cumulative Preference Paid 1 October
7% Cumulative Preference Paid 1 October
€0.05 Cumulative Preference Paid 9 June and 9 December

 
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 year’s 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.

PUBLICATIONS

Copies of the following publications can be obtained without charge from Unilever’s 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


Item 19. Exhibits

Exhibit
   Number
Description of Exhibit
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 Trustee’s 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 Issuer’s 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.


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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 Issuer’s 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

    received by the Trustee, if converted on the date of payment into the relevant currency, would yield a sum in excess of the sum (expressed in the relevant currency) due to the Trustee shall hold such excess to the order of the relevant Issuer.
  
32 .
Notices
  
  ANY notice or demand to any Issuer, or any Guarantor or the Trustee or any approval or certificate of the Trustee required to be given, made or served for any purpose of these presents shall be given, made or served by sending the same by pre-paid post (first-class if inland, airmail if overseas), telegram, cable, telex or by facsimile copy or by delivering the same by hand as follows:
  
  (i) if to Unilever N.V.:
  
    Address:   Weena 455
        3013 AL Rotterdam
        The Netherlands
  
    Telex:   21415
    Fax:  
010 31 10 217 4287
    Attention:  
Joint Secretary
  
  (ii) if to Unilever PLC:
  
    Address:  
Unilever House
       
Blackfriars
       
London EC4P 4BQ
  
    Telex:   28395
    Fax:   020 7822 6108
    Attention:  
Joint Secretary
  
  (iii)
if to Unilever Capital Corporation:
  
    Address:  
800 Sylvan Avenue
       
Englewood Cliffs
       
New Jersey 07632
       
U.S.A.
  
    Fax:  
001 201 871 8243
    Attention:  
Treasurer
  
  (iv)
if to Unilever United States, Inc.:
  
    Address:  
Lever House
       
390 Park Avenue
       
New York
       
N.Y. 10022
       
U.S.A.
  
    Fax:  
001 212 688 3411
    Attention:  
Vice-President - Finance
  
  (v) if to the Trustee to:
  


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    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 issuer’s 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]


1 To be dated not earlier than the Exchange Date.

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 issuer’s 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]


1 To be dated not earlier than the relevant interest payment date.

66

ANNEX III

[Form of account-holder’s 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 issuer’s 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]


1 To be dated not earlier than 15 days before the Exchange Date or, as the case may be, the relevant interest payment date.

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


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”.

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.


1 Insert names of Guarantor(s).
2   Insert only where Notes are Instalment 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


1   Insert where Issuer is not incorporated in England or Wales.

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 )


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.

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 Agent’s 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


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 name of Guarantor.
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.

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 .


1  Amend as appropriate.
2   Insert only where Notes are Instalment Notes.
3   Insert only where Notes are interest bearing.

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.]


4  Include on zero coupon bearer Notes and other bearer Notes on which no interest becomes due during their tenor (“ spaarbewijzen” as defined in the Savings Certificates Act) which are (i) physically issued in the Netherlands or distributed in the Netherlands in the course of their initial distribution or immediately thereafter and (ii) not listed on the AEX stock exchange.
5   Insert only where Notes are not interest bearing.
6   Insert only where Notes are interest bearing.
7   Applicable where Issuer is Unilever N.V.
8   Amend as appropriate.

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
GIS Emetteurs
Les Collines de l’Arche
92057 Paris La Défense
 

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).


1  Include bracketed language on all Notes with maturities of more than 183 days.
2   Include bracketed language on all Notes issued by Unilever Capital Corporation with maturities of 183 days or less.
3   Amend as appropriate.

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 )


1  Delete if the Coupons are not to become void upon early redemption of the Note(s).
2   Amend as appropriate.

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 l’Arche
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


1 Include bracketed language on all Notes with maturities of more than 183 days.
2   Include bracketed language on all Notes issued by Unilever Capital Corporation with maturities of 183 days or less.
3   Amend as appropriate.

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 )


1 Delete if the Coupons are not to become void upon early redemption of the Notes.
2   Amend as appropriate.

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 l’Arche
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


1 Include bracketed language on all Notes with maturities of more than 183 days.
2   Include bracketed language on all Notes issued by Unilever Capital Corporation with maturities of 183 days or less.
3   Amend as appropriate.

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 )


1 Amend as appropriate.

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 l’Arche
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


1 Include bracketed language on all Notes with maturities of more than 183 days.
2   Include bracketed language on all Notes issued by Unilever Capital Corporation with maturities of 183 days or less.
3   Amend as appropriate.

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 )


1 Amend as appropriate.

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 l’Arche
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


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 name of Guarantor(s).

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


1 Amend as appropriate.
2   Insert only where Notes are Instalment Notes.
3   Insert only where Notes are interest bearing.

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)


1 Insert name of the relevant Registrar.
2   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.
3   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.
4   Insert name of Guarantor(s).
5   Applicable where Issuer is Unilever N.V.

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.
 

1 Insert name of relevant registrar.

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


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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 Issuer’s 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 Issuer’s 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


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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


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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 DTC’s 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 DTC’s 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 DTC’s 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.


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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

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(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


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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

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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


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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

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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


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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

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(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


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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

 


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(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


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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:


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(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


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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


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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


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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


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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


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(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 Holder’s 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 Holder’s (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

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  (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


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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


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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


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(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


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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.


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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


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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.


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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

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  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

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    imposed on or relating to or affecting it by or under the Paying Agency Agreement.

[6.

Conditions

This Supplemental Deed shall not take effect unless and until the Trustee shall have received opinions of 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 this supplemental deed constitutes valid and legally binding obligations of the New Issuer and [                ].]


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

 


19.
Noteholders to be treated as holding all Receipts and Coupons
43
     
20.
No notice to Receiptholders or Couponholders
44
     
21.
Trustee may enter into other transactions with N.V., PLC or any of their group companies
44
 
22.
  Provisions supplemental to the Trustee Act 1925 and the Trustee Act 2000 in favour of the Trustee
45
 
23.
  Disapplication
49
 
24.
  Trustee entitled to assume due performance
49
 
25.
  Waiver
49
 
26.
  Power to delegate
50
 
27.
  Competence of a majority of Trustees
50
 
28.
  Appointment of New Trustees
50
 
29.
  Retirement of Trustees
51
 
30.
  Powers of the Trustee are additional
52
 
31.
  Currency Indemnity
52
 
32.
  Notices
53
 
33.
  Contracts (Rights of Third Parties) Act 1999
54
 
34.
  Governing Law
54
 
THE FIRST SCHEDULE Form of Temporary Global Note
56
 
THE SECOND SCHEDULE Form of Permanent Global Note
68
 
THE THIRD SCHEDULE Form of Definitive Note (“ISMA” format)
75
 
THE FOURTH SCHEDULE Form of Registered Note
91
 
THE FIFTH SCHEDULE Terms and Conditions of the Notes
95

 


 

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.

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- 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.

       

 

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- 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.

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- 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.

 

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- 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

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- 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.

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 Niall William Arthur FizGerald
In the presence of:
Sgd/N W A FitzGerald
   
  Sgd/R M Tomlinson
Witness

 

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- 8 -

PLC DIRECTOR’S 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.

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- 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.

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- 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 :-

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- 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.

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- 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.

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- 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

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- 15 -

PLC DIRECTOR’S 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.

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- 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.

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- 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 :-

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- 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.

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- 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.

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- 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


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- 22 -

PLC DIRECTOR’S 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.

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- 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.

 

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- 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 :-

 

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- 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.

 

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- 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

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- 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.

 

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- 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

 

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- 29 -

PLC DIRECTOR’S 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

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.

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- 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.

 

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- 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 :-

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- 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

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- 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.

 

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- 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.

The Common Seal of Unilever PLC
was affixed hereto in the presence of:
Sgd/S G Williams, Authorised Signatory
 


Sgd/R M Tomlinson, Authorised Signatory

 

Signed Sealed and Delivered
By Keki Bomi Dadiseth
Sgd/K B Dadiseth

 

In the presence of:

Sgd/R M Tomlinson
  Witness

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- 36 -

PLC DIRECTOR’S 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.

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- 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.

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- 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 :-

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- 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 -

AS WITNESS whereof the Common Seal of Unilever PLC was affixed and André René van Heemstra has set his hand and seal the 11 th day of July 2000.

The Common Seal of Unilever PLC
was affixed hereto in the presence of:
Sgd/ J W B Westerburgen, Authorised Signatory
   
  Sgd/ S G Williams, Authorised Signatory
   
Signed Sealed and Delivered
By André René van Heemstra
Sgd/A R van Heemstra
   
   
In the presence of: Sgd/S G Williams
Witness

nvdscon


- 43 -

PLC DIRECTOR’S 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.

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- 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.

       

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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.

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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.

       

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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.
       

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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.

       

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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
   

The Common Seal of Unilever PLC
was affixed hereto in the presence of:

Sgd/R M Tomlinson, Authorised Signatory
   
   
  Sgd/V Roberts, Authorised Signatory
   
 
Signed Sealed and Delivered
By Rudolph Harold Peter Markham
Sgd/R H P Markham
   
In the presence of: Sgd/R M Tomlinson
  Witness

 

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PLC DIRECTOR’S 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.

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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.

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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 :-

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  (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

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- 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

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  - 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.

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- 56 -

AS WITNESS whereof the Common Seal of Unilever PLC was affixed and Charles Bernhard Strauss has set his hand and seal the 9 th day of August 2000.

The Common Seal of Unilever PLC  
was affixed hereto in the presence of: Sgd/ S G Williams, Authorised Signatory
   
  Sgd/ R M Tomlinson, Authorised Signatory
   
Signed Sealed and Delivered  
By Charles Bernhard Strauss Sgd/C B Strauss
   

In the presence of:

Sgd/R M Tomlinson
  Witness

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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 Unilever’s 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 Unilever’s 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 Unilever’s 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 Unilever’s 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 Unilever’s 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 Unilever’s 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 Unilever’s 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 Unilever’s 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.;

“the Board” means the board of directors of the Company or a committee appointed by such board of directors;

“the Company” means Unilever PLC (registered in England and Wales No. 41424);

“the Dutch Company” means Unilever N.V. having its registered office in Rotterdam (registered number: 51830);

“Dutch Scheme” means the Unilever N.V. Executive Share Option Scheme;

“Dutch Scheme Company” means a body corporate whose directors and/or employees are eligible to receive options under the Dutch Scheme;

“Dutch Subsidiary” means a body corporate, which is a subsidiary of the Dutch Company within the meaning of article 2:24a of the Dutch Civil Code;

“the Grant Date” in relation to an Option means the date on which the Option was granted;

“Group Company” means the Company or any Subsidiary or the Dutch Company or any Dutch Scheme Company;

"the London Stock Exchange” means London Stock Exchange Limited;

“Option” means an option granted under the Scheme to acquire Share Units, and for this purpose an option to acquire includes an option to purchase and an option to subscribe;

“Participant” means a person who holds an Option;

“Participating Company” means the Company or any Subsidiary;

“the Scheme" means the Unilever International PLC 1997 Executive Share Option Scheme as herein set out but subject to any alterations or additions made under Rule 8 below;

“Share Unit” means a unit comprising:

  (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;
  

 

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  “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.

 

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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.

 

 

 

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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;

 

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    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

 

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  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:-

 

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  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

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  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.

       

 

 

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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

1.   DEFINITIONS AND INTERPRETATION

1.1 In this Plan, unless the context otherwise requires:-

 

" Award " means a grant of Share Units under the Plan subject to the Vesting Condition;

" Award Date " means the date upon which an Award is granted to a Participant under the Plan;

" the Board " means the board of directors of NV and PLC or a committee appointed by such board of directors;

" Euronext " means Euronext Amsterdam N.V.;

" Financial Year " means the financial year of NV and PLC, starting on January 1 and ending on December 31 of each year;

" the London Stock Exchange " means the London Stock Exchange plc;

" 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 Plan;

" Participating Company " means NV, PLC or any Subsidiary;

" the Performance Period " in relation to an Award means the three consecutive Financial Years of which the first is the Financial Year in which the Award Date falls;

" the Plan " means The Unilever Long Term Incentive Plan as herein set out but subject to any alterations or additions made under Rule 7 below;

" PLC " means Unilever PLC (registered in England and Wales No. 41424);

" the Remuneration Committee " means the committee established by NV and PLC as the remuneration committee of the boards of directors;

" the Shares " means the number of ordinary shares in the share capital of NV, or depository receipts thereof, and the number of ordinary shares in the share capital of PLC subject to an Award;

" 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

 

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  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.

 

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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

 

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    (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.

 

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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

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  (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
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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
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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