UNILEVER N V (Form: 20-F, Received: 03/08/2013 06:50:58)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark one)

¨	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED 31 DECEMBER 2012

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

¨	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

For the transition period from to

Commission file number 001-04547

UNILEVER N.V.

(Exact name of Registrant as specified in its charter)

The Netherlands

(Jurisdiction of incorporation or organization)

Weena 455, 3013 AL, Rotterdam, The Netherlands

(Address of principal executive offices)

T.E. Lovell, Group Secretary

Tel: +44(0)2078225252, Fax: +44(0)2078226108

Unilever House, 100 Victoria Embankment, London EC4Y 0DY UK

(Name, telephone number, facsimile number and address of Company Contact)

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
N.V. New York registry shares each representing one ordinary share of nominal amount of €0.16 each		New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

The total number of outstanding shares of the issuer’s capital stock at the close of the period covered by the annual report was: 1,714,727,700 ordinary shares

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act:

Yes x No ¨

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934:

Yes ¨ No x

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for 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 x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ¨ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large Accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:


U.S. GAAP ¨		International Financial Reporting Standards as issued by the International Accounting Standards Board x		Other ¨

If ‘Other’ has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ¨ Item 18 ¨

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):

Yes ¨ No x

Cautionary statement

This document may contain forward-looking statements, Including ‘forward-looking statements’ within the meaning of the United States Private Securities Litigation Reform Act of 1995. Words such as ‘will’, ‘aim’, ‘expects’, ‘anticipates’, ‘intends’, ‘looks’, ‘believes’, ‘vision’, or the negative of these terms and other similar expressions of future performance or results, and their negatives, are intended to identify such forward-looking statements. These forward-looking statements are based upon current expectations and assumptions regarding anticipated developments and other factors affecting the Group. They are not historical facts, nor are they guarantees of future performance.

Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements. Among other risks and uncertainties, the material, or principal factors which cause actual results to differ materially are: Unilever’s global brands not meeting consumer preferences; increasing competitive pressures; Unilever’s investment choices in its portfolio management; inability to find sustainable solutions to support long-term growth; customer relationships; the recruitment and retention of talented employees; disruptions in our supply chain; the cost of raw materials and commodities; secure and reliable IT infrastructure; successful execution of acquisitions, divestitures and business transformation projects; economic and political risks and natural disasters; the debt crisis in Europe; financial risks; failure to meet high product safety and ethical standards; and managing regulatory, tax and legal matters. Further details of potential risks and uncertainties affecting the Group are described in the Group’s filings with the London Stock Exchange, Euronext Amsterdam and the US Securities and Exchange Commission, including the Group’s Annual Report on Form 20-F for the year ended 31 December 2012 and the Annual Report and Accounts 2012, These forward-looking statements speak only as of the date of this announcement. Except as required by any applicable law or regulation, the Group expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Group’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

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ANNUAL REPORT ON

FORM 20-F 2012

UNILEVER N.V. AND UNILEVER PLC

MAKING

SUSTAINABLE LIVING

COMMONPLACE

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Item 1	Identity of Directors, Senior Management and Advisers	1

Item 2	Offer Statistics and Expected Timetable	2

Item 3	Key Information	2

Item 4	Information on the Company	8

Item 4A	Unresolved Staff Comments	8

Item 5	Operating and Financial Review and Prospects	8

Item 6	Directors, Senior Management and Employees	13

Item 7	Major Shareholders and Related Party Transactions	14

Item 8	Financial Information	14

Item 9	The Offer and Listing	15

Item 10	Additional Information	17

Item 11	Quantitative and Qualitative Disclosures About Market Risk	19

Item 12	Description of Securities Other than Equity Securities	19

Item 13	Defaults, Dividend Arrearages and Delinquencies	21

Item 14	Material Modifications to the Rights of Security Holders and Use of Proceeds	21

Item 15	Controls and Procedures	21

Item 16	Reserved	22

Item 17	Financial Statements	22

Item 18	Financial Statements	23

Item 19	Exhibits	29

References in this Report on Form 20-F are to certain references in the Group’s Annual Report and Accounts 2012 that include pages incorporated therein, including any page references incorporated in the incorporated material, unless specifically noted otherwise.

The following pages and sections of the Group’s Annual Report and Accounts 2012 and specified information referenced therein, regardless of their inclusion in any cross-reference below, are hereby specifically excluded and are not incorporated by reference into this report on Form 20-F:

•

pages 2 to 5;

•

‘Operational highlights’ on page 6;

•

‘Five-year historical Total Shareholder Return (TSR) Performance’ on page 75;

•

pages 84 and 85;

•

pages 132 to 143; and

•

information on our website or any other website or social media site, including our Facebook, Twitter and LinkedIn pages.

This report on Form 20-F and the Group’s Annual Report and Accounts 2012 (furnished separately on 8 March 2013 under Form 6-K) contain certain measures that are not defined by generally accepted accounting principles (GAAP) such as IFRS. We believe this information, along with comparable GAAP measurements, is useful to investors because it provides a basis for measuring our operating performance, ability to retire debt and invest in new business opportunities. Our management uses these financial measures, along with the most directly comparable GAAP financial measures, in evaluating our operating performance and value creation. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP. Non-GAAP financial measures as reported by us may not be comparable with similarly titled amounts reported by other companies. In addition, there are limitations on the usefulness of our reported non-GAAP financial measures.

We report on the following non-GAAP measures:

•

underlying sales growth;

•

underlying volume growth;

•

core operating profit and core operating margin (including acquisition and disposal related costs, gain/(loss) on disposal of group companies, impairments and other one-off costs (non-core items));

•

core earnings per share (core EPS);

•

free cash flow; and

•

net debt.

The information set forth under the heading ‘Non-GAAP measures’ on pages 34 to 35 of the Group’s Annual Report and Accounts 2012 furnished separately on 8 March 2013 under Form 6-K is incorporated by reference. Within these pages further information about the above measures can be found.

The Unilever Group

Unilever N.V. (NV) is a public limited company registered in the Netherlands, which has listings of shares and depositary receipts for shares on Euronext Amsterdam and of New York Registry Shares on the New York Stock Exchange. Unilever PLC (PLC) is a public limited company registered in England and Wales 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 a single economic entity (the Unilever Group, also referred to as ‘Unilever’ or ‘the Group’). NV and PLC and their group companies constitute a single reporting entity 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.

This document contains references to our website. Information on our website or any other website referenced in this document is not incorporated into this document and should not be considered part of this document. We have included any website as an inactive textual reference only.

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Not applicable.


Unilever Annual Report on Form 20-F 2012			Form 20-F 1

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Not applicable.

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A. Selected financial data

The schedules below provide the Group’s selected financial data for the five most recent financial years.


Consolidated income statement	€ million 2012			€ million 2011			€ million 2010			€ million 2009			€ million 2008
Turnover		51,324			46,467			44,262			39,823			40,523

Operating profit		6,989			6,433			6,339			5,020			7,167

Net finance costs		(397	)		(377	)		(394	)		(593	)		(257	)
Income from non-current investments		91			189			187			489			219

Profit before taxation		6,683			6,245			6,132			4,916			7,129
Taxation		(1,735	)		(1,622	)		(1,534	)		(1,257	)		(1,844	)

Net profit		4,948			4,623			4,598			3,659			5,285
Attributable to:
Non-controlling interests		468			371			354			289			258
Shareholders’ equity		4,480			4,252			4,244			3,370			5,027

Combined earnings per share ^(a)	€ 2012			€ 2011			€ 2010			€ 2009			€ 2008
Basic earnings per share		1.58			1.51			1.51			1.21			1.79
Diluted earnings per share		1.54			1.46			1.46			1.17			1.73
^(a) For the basis of the calculations of combined earnings per share see Note 7 on page 105 of the Group’s Annual Report and Accounts 2012 furnished separately on 8 March 2013 under Form 6-K and incorporated here by reference.

Consolidated balance sheet	€ million 2012			€ million 2011			€ million 2010			€ million 2009			€ million 2008
Non-current assets		34,019			33,221			28,683			26,205			24,967
Current assets		12,147			14,291			12,484			10,811			11,175

Total assets		46,166			47,512			41,167			37,016			36,142

Current liabilities		15,815			17,929			13,606			11,599			13,800
Non-current liabilities		14,635			14,662			12,483			12,881			11,970

Total liabilities		30,450			32,591			26,089			24,480			25,770

Shareholders’ equity		15,159			14,293			14,485			12,065			9,948
Non-controlling interests		557			628			593			471			424

Total equity		15,716			14,921			15,078			12,536			10,372

Total liabilities and equity		46,166			47,512			41,167			37,016			36,142


2 Form 20-F		Unilever Annual Report on Form 20-F 2012

Item 3. Key Information continued


Consolidated cash flow statement	€ million 2012			€ million 2011			€ million 2010			€ million 2009			€ million 2008
Net cash flow from operating activities		6,836			5,452			5,490			5,774		3,871
Net cash flow from/(used in) investing activities		(755	)		(4,467	)		(1,164	)		(1,263	)	1,415
Net cash flow from/(used in) financing activities		(6,622	)		411			(4,609	)		(4,301	)	(3,130)

Net increase/(decrease) in cash and cash equivalents		(541	)		1,396			(283	)		210		2,156
Cash and cash equivalents at the beginning of the year		2,978			1,966			2,397			2,360		901
Effect of foreign exchange rates		(220	)		(384	)		(148	)		(173	)	(697)
Cash and cash equivalents at the end of the year		2,217			2,978			1,966			2,397		2,360

Key performance indicators	2012			2011			2010			2009			2008
Underlying sales growth (%) ^(b)		6.9			6.5			4.1			3.5		7.4
Underlying volume growth (%) ^(b)		3.4			1.6			5.8			2.3		0.1
Core operating margin (%) ^(b)		13.8			13.5			13.6			12.6		12.4
Free cash flow ( € million) ^(b)		4,333			3,075			3,365			4,072		2,390

Ratios and other metrics	2012			2011			2010			2009			2008
Operating margin (%)		13.6			13.8			14.3			12.6		17.7
Net profit margin (%) ^(c)		8.7			9.2			9.6			8.5		12.4
Net debt ( € million) ^(b)		7,355			8,781			6,668			6,357		8,012
Ratio of earnings to fixed charges (times) ^(d)		10.4			10.0			10.7			8.8		11.7
^(b) Non-GAAP measures are defined and described on pages 34 and 35 of the Group’s Annual Report and Accounts 2012 furnished separately on 8 March 2013 under Form 6-K and incorporated here by reference. ^(c) Net profit margin is expressed as net profit attributable to shareholders’ equity as a percentage of turnover. ^(d) In the ratio of earnings to fixed charges, earnings consist of net profit excluding net profit or loss of joint ventures and associates increased by fixed charges, income taxes and dividends received from joint ventures and associates. 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. Dividend record The following tables show the dividends declared and dividends paid by NV and PLC for the last five years, expressed in terms of the revised share denominations which became effective from 22 May 2006. Differences between the amounts ultimately received by US holders of NV and PLC shares are the result of changes in exchange rates between the equalisation of the dividends and the date of payment. Following agreement at the 2009 AGMs and separate meetings of ordinary shareholders, the Equalisation Agreement was modified to facilitate the payment of quarterly dividends from 2010 onwards.
	2012			2011			2010			2009			2008
Dividends declared for the year
NV dividends
Dividend per € 0.16		€ 0.97			€ 0.90			€ 0.83			€ 0.46		€ 0.77
Dividend per € 0.16 (US Registry)		US $1.25			US $1.25			US $1.13			US $0.67		US $1.02

PLC dividends
Dividend per 3 ¹ / ₉ p		£0.79			£0.78			£0.71			£0.41		£0.61
Dividend per 3 ¹ / ₉ p (US Registry)		US $1.25			US $1.25			US $1.13			US $0.67		US $0.94

Dividends paid during the year
NV dividends
Dividend per € 0.16		€ 0.95			€ 0.88			€ 0.82			€ 0.78		€ 0.76
Dividend per € 0.16 (US Registry)		US $1.23			US $1.24			US $1.11			US $1.09		US $1.11

PLC dividends
Dividend per 3 ¹ / ₉ p		£0.77			£0.77			£0.71			£0.64		£0.55
Dividend per 3 ¹ / ₉ p (US Registry)		US $1.23			US $1.24			US $1.11			US $1.00		US $0.99


Unilever Annual Report on Form 20-F 2012			Form 20-F 3

Item 3. Key Information continued

Exchange rates

Unilever reports its financial results and balance sheet position in euros. Other currencies which may significantly impact our financial statements are sterling and US dollars. Average and year-end exchange rates for these two currencies for the last five years are given below.


	2012		2011		2010		2009		2008
Year end
€ 1 = US $		1.318		1.294		1.337		1.433		1.417
€ 1 = £		0.816		0.839		0.862		0.888		0.977
Average
€ 1 = US $		1.283		1.396		1.326		1.388		1.468
€ 1 = £		0.811		0.869		0.858		0.891		0.788

On 4 March 2013 the exchange rates between euros and US dollars and between euros and sterling as published in the Financial Times in London were as follows: € 1 = US $1.298 and € 1 = £0.865.

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:


	2012		2011		2010		2009		2008
Year end
€ 1 = US $		1.319		1.297		1.327		1.433		1.392
Average
€ 1 = US $		1.286		1.393		1.326		1.394		1.473
High
€ 1 = US $		1.346		1.488		1.454		1.510		1.601
Low
€ 1 = US $		1.206		1.293		1.196		1.255		1.245

High and low exchange rate values for each of the last six months:

September
2012

October
2012

November
2012

December
2012

January
2013

February
2013

High

€ 1 = US $

1.314

1.313

1.301

1.326

1.358

1.369

Low

€ 1 = US $

1.257

1.288

1.272

1.293

1.305

Share capital

The information set forth under the heading ‘Note 15A Share Capital’ on page 113 of the Group’s Annual Report and Accounts 2012 furnished separately on 8 March 2013 under Form 6-K is incorporated by reference.

B. Capitalisation and indebtedness

Not applicable.

C. Reasons for the offer and use of proceeds

Not applicable.

D. Risk factors

Our principal risks, as described on pages 36 to 41 of the Group’s Annual Report and Accounts 2012 furnished separately on 8 March 2013 under Form 6-K are incorporated by reference. The information set forth under the heading ‘Note 16 Treasury risk management’ on pages 116 to 120 of the Group’s Annual Report and Accounts 2012 furnished separately on 8 March 2013 under Form 6-K is incorporated by reference.

Risk factors

Our business is subject to risks and uncertainties. The risks that we regard as the most relevant to our business are set out below. We have undertaken certain mitigating actions that we believe help us to manage the risks identified below. However, we may not be successful in deploying some or all of these mitigating actions. If the circumstances in these risk factors occur or are not successfully mitigated, our cashflow, operating results, financial position, business and reputation could be materially adversely affected. In addition, risks and uncertainties could cause actual results to vary from those described in this document, or could impact on our ability to meet our targets or be detrimental to our profitability or reputation. This list is not intended to be exhaustive and there may be other risks and uncertainties that are not mentioned below that could impact our future performance or our ability to meet published targets. The risks and uncertainties discussed below should be read in conjunction with the Group’s consolidated financial statements and related notes and the portions of the Report of the Directors that are incorporated by reference from the Group’s Annual Report and Accounts 2012 (furnished separately on 8 March 2013 on Form 6-K) and other information included in or incorporated by reference in this Report on Form 20-F.


4 Form 20-F		Unilever Annual Report on Form 20-F 2012

Item 3. Key Information continued


		Principal risk		Description of risk
		Consumer Preference
		As a branded goods business, Unilever’s success depends on the value and relevance of our brands and products to consumers across the world and on our ability to innovate.		Consumer tastes, preferences and behaviours are constantly changing and Unilever’s ability to respond to these changes and to continue to differentiate our brands and products is vital to our business. We are dependent on creating innovative products that continue to meet the needs of our consumers. If we are unable to innovate effectively, Unilever’s sales or margins could be materially adversely affected.

		Competition
		The activities of our competitors may adversely impact our business.		Unilever operates globally in competitive markets where other local, regional and global companies are targeting the same consumer base. Our retail customers frequently compete with us through private label offerings. Industry consolidation amongst our direct competitors and in the retail trade can bring about significant shifts in the competitive landscape. Increased competition and actions by competitors or customers could lead to downward pressure on prices and/or a decline in Unilever’s market share in the affected category, which could adversely affect Unilever’s results and hinder its growth potential.

		Portfolio Management
		Unilever’s strategic investment choices will determine the long-term growth and profits of our business.		Unilever’s growth and profitability are determined by our portfolio of categories, geographies and channels and how these evolve over time. If Unilever does not make optimal strategic investment decisions then opportunities for growth and improved margin could be missed.

		Sustainability
		The success of our business depends on finding sustainable solutions to support long-term growth.		Unilever’s vision to double the size of our business while reducing our environmental footprint and increasing our positive social impact will require more sustainable ways of doing business. This means reducing our environmental footprint while increasing the positive social benefits of Unilever’s activities. We are dependent on the efforts of partners and various certification bodies to achieve our sustainability goals. There can be no assurance that sustainable business solutions will be developed and failure to do so could limit Unilever’s growth and profit potential and damage our corporate reputation.

		Customer Relationships
		Successful customer relationships are vital to our business and continued growth.		Maintaining strong relationships with our customers is necessary for our brands to be well presented to our consumers and available for purchase at all times. The strength of our customer relationships also affects our ability to obtain pricing and secure favourable trade terms. Unilever may not be able to maintain strong relationships with customers and failure to do so could negatively impact the terms of business with the affected customers and reduce the availability of our products to consumers.

		People
		A skilled workforce is essential for the continued success of our business.		Our ability to attract, develop and retain the right number of appropriately qualified people is critical if we are to compete and grow effectively. This is especially true in our key emerging markets where there can be a high level of competition for a limited talent pool. The loss of management or other key personnel or the inability to identify, attract and retain qualified personnel could make it difficult to manage the business and could adversely affect operations and financial results.


Unilever Annual Report on Form 20-F 2012			Form 20-F 5

Item 3. Key Information continued


		Principal risk		Description of risk
		Supply Chain
		Our business depends on securing high quality materials, efficient manufacturing and the timely distribution of products to our customers.		Our supply chain network is exposed to potentially adverse events such as physical disruptions, environmental and industrial accidents or bankruptcy of a key supplier which could impact our ability to deliver orders to our customers. The quality and safety of our products are of paramount importance for our brands and our reputation. Nevertheless, the risk that raw materials are accidentally or maliciously contaminated throughout the supply chain or that other product defects occur due to human error or equipment failure cannot be fully excluded. Such incidents can impact on both results and the reputation of our business. The cost of our products can be significantly affected by the cost of the underlying commodities and materials from which they are made. Fluctuations in these costs cannot always be passed on to the consumer through pricing.

		Systems and Information
		Unilever’s operations are increasingly dependent on IT systems and the management of information.		We interact electronically with customers, suppliers and consumers in ways which place ever greater emphasis on the need for secure and reliable IT systems and infrastructure and careful management of the information that is in our possession. Disruption of our IT systems could inhibit our business operations in a number of ways, including disruption to sales, production and cash flows, ultimately impacting our results. There is also a threat from unauthorised access and misuse of sensitive information. Unilever’s information systems could be subject to unauthorised access which disrupts Unilever’s business and/or leads to loss of assets.

		Business Transformation
		Successful execution of business transformation projects is key to delivering their intended business benefits and avoiding disruption to other business activities.		Unilever is continually engaged in major change projects, including acquisitions and disposals and outsourcing, to drive continuous improvement in our business and to strengthen our portfolio and capabilities. Failure to execute such transactions or change projects successfully, or performance issues with third party outsourced providers on which we are dependent, could result in under-delivery of the expected benefits. Furthermore, disruption may be caused in other parts of the business.

		External economic and political risks, and natural disasters
		Unilever operates across the globe and is exposed to a range of external economic and political risks and natural disasters that may affect the execution of our strategy or the running of our operations.		Adverse economic conditions may result in reduced consumer demand for our products, and may affect one or more countries within a region, or may extend globally. Government actions such as fiscal stimulus, changes to taxation and price controls can impact on the growth and profitability of our local operations. Social and political upheavals and natural disasters can disrupt sales and operations. In 2012, more than half of Unilever’s turnover came from emerging markets including Brazil, India, Indonesia, Turkey, South Africa, China, Mexico and Russia. These markets offer greater growth opportunities but also expose Unilever to economic, political and social volatility in these markets.

		Eurozone risk
		Issues arising out of the debt crisis in Europe could have a material adverse effect on Unilever’s business in a number of ways.		Uncertainty, lack of confidence and any further deterioration in the situation could lead to lower growth and further recession in Europe and elsewhere. Our operations would be affected if Eurozone countries were to leave the euro. In particular: • our European supply chain would face economic and operational challenges; • our customers and suppliers may be adversely affected, leading to heightened counterparty credit risk; and • our investment in the country concerned could be impaired and may be subject to exchange controls and translation risks going forward.


6 Form 20-F		Unilever Annual Report on Form 20-F 2012

Item 3. Key Information continued


		Principal risk		Description of risk
		Financial
		Unilever is exposed to a variety of external financial risks.		Changes to the relative value of currencies can fluctuate widely and could have a significant impact on business results. Further, because Unilever consolidates its financial statements in euros it is subject to exchange risks associated with the translation of the underlying net assets and earnings of its foreign subsidiaries. We are also subject to the imposition of exchange controls by individual countries which could limit our ability to import materials paid in foreign currency or to remit dividends to the parent company. Currency rates, along with demand cycles, can also result in significant swings in the prices of the raw materials needed to produce our goods. Unilever may face liquidity risk, i.e. difficulty in meeting its obligations, associated with its financial liabilities. A material and sustained shortfall in our cash flow could undermine Unilever’s credit rating, impair investor confidence and also restrict Unilever’s ability to raise funds. We are exposed to market interest rate fluctuations on our floating rate debt. Increases in benchmark interest rates could increase the interest cost of our floating rate debt and increase the cost of future borrowings. In times of financial market volatility, we are also potentially exposed to counterparty risks with banks, suppliers and customers. Certain businesses have defined benefit pension plans, most now closed to new employees, which are exposed to movements in interest rates, fluctuating values of underlying investments and increased life expectancy. Changes in any or all of these inputs could potentially increase the cost to Unilever of funding the schemes and therefore have an adverse impact on profitability and cash flow.

		Ethical
		Acting in an ethical manner, consistent with the expectations of customers, consumers and other stakeholders is essential for the protection of the reputation of Unilever and its brands.		Unilever’s brands and reputation are valuable assets and the way in which we operate, contribute to society and engage with the world around us is always under scrutiny both internally and externally. Despite the commitment of Unilever to ethical business and the steps we take to adhere to this commitment, there remains a risk that activities or events cause us to fall short of our desired standard, resulting in damage to Unilever’s corporate reputation and business results.

		Legal, Regulatory and Other
		Compliance with laws and regulations is an essential part of Unilever’s business operations.		Unilever is subject to local, regional and global laws and regulations in such diverse areas as product safety, product claims, trademarks, copyright, patents, competition, employee health and safety, the environment, corporate governance, listing and disclosure, employment and taxes. Failure to comply with laws and regulations could expose Unilever to civil and/or criminal actions leading to damages, fines and criminal sanctions against us and/or our employees with possible consequences for our corporate reputation. Changes to laws and regulations could have a material impact on the cost of doing business. Unilever is also exposed to varying degrees of risk and uncertainty related to other factors including environmental, political, social and fiscal risks. All these risks could materially affect Unilever’s business. There may be other risks which are unknown to Unilever or which are currently believed to be immaterial.


Unilever Annual Report on Form 20-F 2012			Form 20-F 7

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A. History and development of the Company

The information set forth under the following headings of the Group’s Annual Report and Accounts 2012 furnished separately on 8 March 2013 under Form 6-K is incorporated by reference:

•

‘About Unilever’ on page 46;

•

‘Financial Review 2012’ on pages 28 to 35;

•

‘Our requirements and compliance’ on pages 52 to 54;

•

‘Note 21 Acquisitions and disposals’ on pages 126 to 127;

•

‘Share Capital’ on pages 54 to 55;

•

‘Analysis of shareholding’ on page 55; and

•

‘Shareholder information’ on pages 144 to 145 (other than ‘Website’).

Please refer also to ‘Financial Review 2011’ within Item 5A of this report and ‘The Unilever Group’ on page 1 of this report.

B. Business overview

The information set forth under the following headings of the Group’s Annual Report and Accounts 2012 furnished separately on 8 March 2013 under Form 6-K is incorporated by reference:

•

‘Note 2 Segment information’ on pages 92 to 93;

•

‘Reaching more consumers’ on page 22;

•

‘Financial Review 2012’ on pages 28 to 35; and

•

‘Legal, Regulatory and Other’ on page 40.

Please refer also to ‘Financial Review 2011’ within Item 5A of this report.

Please also refer to ‘The Unilever Group’ on page 1 of this report.

Marketing channels

Unilever’s products are generally sold through our own sales force as well as through independent brokers, agents and distributors to chain, wholesale, co-operative and independent grocery accounts, food service distributors and institutions. Products are physically distributed through a network of distribution centres, satellite warehouses, company-operated and public storage facilities, depots and other facilities.

Raw materials

Our products use a wide variety of raw and packaging materials which we source internationally, and which may be subject to price volatility. Although we have seen rather more stable conditions in key commodity markets in 2012 we remain watchful for further periods of volatility in 2013.

Seasonality

Certain of our businesses, such as ice cream, are subject to significant seasonal fluctuations in sales. However, Unilever operates globally in many different markets and product categories, and no individual element of seasonality is likely to be material to the results of the Group as a whole.

Intellectual property

We have a large portfolio of patents and trademarks, and we conduct some of our operations under licences that 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 all appropriate efforts to protect our brands and technology.

Competition

As a FMCG (fast moving consumer goods) company, we are competing with a diverse set of competitors. Some of these operate on an international scale like ourselves, while others have a more regional or local focus. Our business model centres on building brands which consumers know, trust, like and buy in conscious preference to competitors’. Our brands command loyalty and affinity and deliver superior performance.

Iran-related required disclosure

Unilever operates in Iran through a non-US subsidiary. In 2012 sales were not material and we did not sell any products directly to the Government of Iran or any parties affiliated with the Government of Iran. Accordingly to the best of our knowledge we did not generate any revenues or net profits from transactions with the Government of Iran or affiliated entities. Income, payroll and other taxes, duties and fees (including for utilities) were payable to the Government of Iran and affiliated entities in connection with our operations. Our activities in Iran comply in all material respects with applicable laws and regulations, including US trade sanctions, and we plan to continue these activities.

C. Organisational structure

The information set forth under the heading ‘Note 26 Principal group companies and non-current investments’ on pages 130 and 131 of the Group’s Annual Report and Accounts 2012 furnished separately on 8 March 2013 under Form 6-K is incorporated by reference.

Please also refer to ‘The Unilever Group’ on page 1 of this report.

D. Property, plant and equipment

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 offices. There is a mixture of leased and owned property throughout the Group. We are not aware of any environmental issues affecting the properties which would have a material impact upon the Group, and there are no material encumbrances on our properties. 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 significant. We believe our existing facilities are satisfactory for our current business and we currently have no plans to construct new facilities or expand or improve our current facilities in a manner that is material to the Group.

The information set forth under the following headings of the Group’s Annual Report and Accounts 2012 furnished separately on 8 March 2013 under Form 6-K is incorporated by reference:

•

‘Note 10 Property, plant and equipment’ on pages 107 and 108; and

•

‘Note 26 Principal group companies and non-current investments’ on pages 130 and 131.

LOGO

Not applicable.

LOGO

A. Operating results

The information set forth under the following headings of the Group’s Annual Report and Accounts 2012 furnished separately on 8 March 2013 under Form 6-K is incorporated by reference:

•

‘Outlook’ on page 36;

•

‘Financial review 2012’ on pages 28 to 35;

•

‘Currency risk’ on pages 118 to 119; and

•

‘Legal, Regulatory and Other’ on page 40.


8 Form 20-F		Unilever Annual Report on Form 20-F 2012

Item 5. Operating and Financial Review and

Prospects continued

Financial Review 2011

Basis of reporting

The information set forth under the heading ‘Basis of reporting and critical accounting policies’ on page 33 of the Group’s Annual Report and Accounts 2012 furnished separately on 8 March 2013 under Form 6-K is incorporated by reference.

Group results and earnings per share

The following discussion summarises the results of the Group during the years 2011 and 2010. The figures quoted are in euros, at current rates of exchange, being the average rates applying in each period as applicable, unless otherwise stated. Information about exchange rates between the euro, pound sterling and US dollar is given on page 4 of this report.

In 2011 and 2010, no disposals qualified to be disclosed as discontinued operations for purposes of reporting.


	2011		2010		% change
Turnover ( € million)		46,467		44,262		5.0	%
Operating profit ( € million)		6,433		6,339		1	%
Core operating profit ( € million)		6,289		6,031		4	%
Profit before tax ( € million)		6,245		6,132		2	%
Net profit ( € million)		4,623		4,598		1	%
Diluted earnings per share ( € )		1.46		1.46		0	%
Core earnings per share ( € )		1.41		1.36		4	%

Turnover at € 46.5 billion increased 5.0%, despite a negative impact of 2.5% due to currency. Underlying sales growth increased to 6.5%, driven by emerging markets. Underlying volume growth was 1.6% and the price effect was 4.8%.

Operating profit was € 6.4 billion, compared with € 6.3 billion in 2010. The increase reflects a decline in gross margin driven by commodity costs, more than offset by savings programmes. Core operating profit was € 6.3 billion, up 4% from € 6.0 billion in 2010, reflecting the additional impact of lower net credit for acquisition and disposal related costs, gains on disposal of group companies and other one-off items.

The cost of financing net borrowings was € 448 million, € 34 million higher than 2010. The average level of net debt increased, in part due to the acquisition of Alberto Culver. The average interest rate was 3.7% on borrowings and 2.3% on cash deposits. The net pensions financing credit was € 71 million compared with € 20 million in 2010.

The effective tax rate was 26.5% compared with 25.5% in 2010, reflecting the geographic mix of pre-tax profits and the impact of the Italian frozen foods disposal in the 2010 rate.

Net profit from joint ventures and associates, together with other income from non-current investments, contributed € 189 million compared to € 187 million in the prior year.

Fully diluted earnings per share were flat at € 1.46. Higher operating profit was offset by lower profits from business disposals. In addition, the tax charge increased. Core earnings per share were € 1.41, up 4% from € 1.36 in 2010, reflecting the additional impact of a lower net credit for acquisition and disposal related costs, gains on disposal of group companies and other one-off items.


Unilever Annual Report on Form 20-F 2012			Form 20-F 9

Item 5. Operating and Financial Review and

Prospects continued

LOGO

Personal Care


	€ million 2011		€ million 2010			% Change
Turnover		15,471		13,767			12.4
Operating profit		2,536		2,296			10.5

Core operating margin (%)		17.6		17.0			0.6

Underlying sales growth (%)		8.2		6.4
Underlying volume growth (%)		4.2		7.9
Effect of price changes (%)		3.8		(1.4	)

Key developments

•

Personal Care grew strongly in 2011 to become Unilever’s largest category, with underlying sales growth of 8.2%. The acquisitions of Alberto Culver and the Sara Lee brands started to contribute positively.

•

Growth was well balanced between volume and price, and reflected strong performance across the portfolio, particularly in deodorants, haircare and skin cleansing.

•

Value market shares were up overall, with strong gains in North America where haircare and deodorants performed well, and in China where skin cleansing and hair care saw strong gains.

•

Core operating margin improved by 0.6% to 17.6% as higher input costs were offset by savings, cost containment and price increases.

Refreshment


	€ million 2011		€ million 2010		% Change
Turnover		8,804		8,605		2.3
Operating profit		723		724		(0.1	)

Core operating margin (%)		7.7		8.4		(0.7	)

Underlying sales growth (%)		4.9		6.1
Underlying volume growth (%)		1.4		5.9
Effect of price changes (%)		3.4		0.1

Key developments

•

Refreshment saw mixed performance resulting in underlying sales growth of 4.9%. Ice cream progressed well driven by innovation and new market launches, particularly with the Magnum brand.

•

Price growth was strong at 3.4%. Volume growth of 1.4% was driven by ice cream.

•

Value market shares were stable overall. Ice cream saw strong gains, especially in Latin America and South East Asia, but tea shares were down overall and particularly in the US and Russia.

•

Core operating margin was down 0.7%, primarily reflecting higher input costs.

Foods


	€ million 2011			€ million 2010			% Change
Turnover		13,986			14,164			(1.3	)
Operating profit		2,693			2,846			(5.4	)

Core operating margin (%)		17.5			16.8			0.7

Underlying sales growth (%)		4.9			1.4
Underlying volume growth (%)		(1.2	)		2.5
Effect of price changes (%)		6.2			(1.0	)

Key developments

•

Underlying sales growth in Foods was 4.9%. Turnover fell slightly as a result of the disposal of the Brazilian tomato business.

•

With commodity cost inflation at high levels, particularly in edible oils, underlying price growth was very strong at 6.2%. Volumes were down 1.2%, mainly in spreads where pricing was highest.

•

Value market share performance was mixed, with gains in bouillons, meals and side dishes but declines in soups and spreads.

•

Core operating margin improved by 0.7% to 17.5%, supported by savings and cost control.

Home Care


	€ million 2011		€ million 2010			% Change
Turnover		8,206		7,726			6.2
Operating profit		481		473			1.7

Core operating margin (%)		5.4		7.5			(2.1	)

Underlying sales growth (%)		8.1		3.0
Underlying volume growth (%)		2.2		8.2
Effect of price changes (%)		5.8		(4.8	)

Key developments

•

Home Care delivered underlying sales growth of 8.1% in the year, despite the pressure of high commodity cost inflation and intense competition.

•

Underlying price growth of 5.8% reflected increases taken in most major markets as input costs were higher. Volume growth slowed as a result, but was ahead of the relevant market at 2.2%.

•

Value market shares were higher, particularly in the laundry business where strong performance was seen in China, India, South Africa and Western Europe.

•

Core operating margin was down by 2.1% as higher input costs were not fully mitigated by pricing and savings.


10 Form 20-F		Unilever Annual Report on Form 20-F 2012

Item 5. Operating and Financial Review and

Prospects continued

Non-GAAP measures

The information set forth under the heading ‘Non-GAAP measures’ on pages 34 and 35 of the Group’s Annual Report and Accounts 2012 furnished separately on 8 March 2013 under Form 6-K is incorporated by reference.

Underlying sales growth (USG)

The reconciliation of USG to changes in the GAAP measure turnover is as follows:

Total Group


	2011 vs 2010			2010 vs 2009
Underlying sales growth (%)		6.5			4.1
Effect of acquisitions (%)		2.7			0.3
Effect of disposals (%)		(1.5	)		(0.8	)
Effect of exchange rates (%)		(2.5	)		7.3
Turnover growth (%)		5.0			11.1

Personal Care


	2011 vs 2010			2010 vs 2009
Underlying sales growth (%)		8.2			6.4
Effect of acquisitions (%)		7.3			0.6
Effect of disposals (%)		(0.2	)		–
Effect of exchange rates (%)		(2.9	)		8.5
Turnover growth (%)		12.4			16.2

Foods


	2011 vs 2010			2010 vs 2009
Underlying sales growth (%)		4.9			1.4
Effect of acquisitions (%)		0.2			0.2
Effect of disposals (%)		(4.3	)		(0.7	)
Effect of exchange rates (%)		(1.9	)		5.8
Turnover growth (%)		(1.3	)		6.8

Refreshment


	2011 vs 2010			2010 vs 2009
Underlying sales growth (%)		4.9			6.1
Effect of acquisitions (%)		0.3			–
Effect of disposals (%)		(0.3	)		(2.0	)
Effect of exchange rates (%)		(2.5	)		6.8
Turnover growth (%)		2.3			11.0

Home Care


	2011 vs 2010			2010 vs 2009
Underlying sales growth (%)		8.1			3.0
Effect of acquisitions (%)		1.3			0.1
Effect of disposals (%)		0.1			(0.7	)
Effect of exchange rates (%)		(3.1	)		8.3
Turnover growth (%)		6.2			10.9

Underlying volume growth (UVG)

Underlying volume growth is underlying sales growth after eliminating the impact of price changes. The relationship between the two measures is set out below:


	2011 vs 2010		2010 vs 2009
Underlying volume growth (%)		1.6		5.8
Effect of price changes (%)		4.8		(1.6	)
Underlying sales growth (%)		6.5		4.1

Free cash flow (FCF)

FCF represents the cash generation from the operation and financing of the business. The movement in FCF measures our progress against the commitment to deliver strong cash flows. FCF is not used as a liquidity measure within Unilever. FCF includes the cash flow from Group operating activities, less income tax paid, net capital expenditure, net interest and preference dividends paid.

The reconciliation of FCF to net profit is as follows:


	€ million 2011			€ million 2010
Net profit		4,623			4,598
Taxation		1,622			1,534
Share of net profit of joint ventures/associates and other income from non-current investments		(189	)		(187	)
Net finance cost		377			394
Depreciation, amortisation and impairment		1,029			993
Changes in working capital		(177	)		169
Pensions and similar obligations less payments		(553	)		(472	)
Provisions less payments		9			72
Elimination of (profits)/losses on disposals		(215	)		(476	)
Non-cash charge for share-based compensation		105			144
Other adjustments		8			49
Cash flow from operating activities		6,639			6,818

Income tax paid		(1,187	)		(1,328	)
Net capital expenditure		(1,974	)		(1,701	)
Net interest and preference dividends paid		(403	)		(424	)
Free cash flow		3,075			3,365
Core operating margin and core operating profit The reconciliation of core operating profit to operating profit is as follows:
	€ million 2011			€ million 2010
Operating profit		6,433			6,339
Acquisition and disposal related costs		234			50
(Gain)/loss on disposal of group companies		(221	)		(468	)
Impairments and other one-off items		(157	)		110
Core operating profit		6,289			6,031
Turnover		46,467			44,262
Operating margin (%)		13.8			14.3
Core operating margin (%)		13.5			13.6
Net debt The reconciliation of net debt to the GAAP measure total financial liabilities is as follows:
	€ million 2011			€ million 2010
Total financial liabilities		(13,718	)		(9,534	)

Financial liabilities due within one year		(5,840	)		(2,276	)
Financial liabilities due after one year		(7,878	)		(7,258	)

Cash and cash equivalents as per balance sheet		3,484			2,316

Cash and cash equivalents as per cash flow statement		2,978			1,966
Bank overdrafts deducted therein		506			350

Financial assets		1,453			550
Net debt		(8,781	)		(6,668	)


Unilever Annual Report on Form 20-F 2012			Form 20-F 11

Item 5. Operating and Financial Review and

Prospects continued

Acquisitions and disposals – 2010

The disposal of our frozen foods business in Italy for € 805 million to Birds Eye Iglo was completed on 1 October 2010.

B. Liquidity and capital resources

(i) Information regarding the Group’s liquidity

The information set forth under the following headings of the Group’s Annual Report and Accounts 2012 furnished separately on 8 March 2013 under Form 6-K is incorporated by reference:

•

‘Finance and liquidity’ and ‘Treasury’ on pages 32 to 33;

•

‘Management of market risk’ on pages 118 to 120;

•

‘Management of liquidity risk’ on page 116 to 118;

•

‘Capital and funding’ on pages 112 to 113;

•

‘Going concern’ on page 83;

•

‘Cash flow’ on page 33;

•

‘Consolidated cash flow statement’ on page 89;

•

‘Financial liabilities’ on page 115;

•

‘Financial assets’ on page 122; and

•

‘Note 17 Investment and return’ on pages 121 to 122.

(ii) Information regarding the type of financial instruments used, the maturity profile of debt, currency and interest rate structure

The information set forth under the following headings of the Group’s Annual Report and Accounts 2012 furnished separately on 8 March 2013 under Form 6-K is incorporated by reference:

•

‘Note 15 Capital and funding’ on pages 112 to 113;

•

‘Financial liabilities’ on page 115;

•

‘Financial assets’ on page 122;

•

‘Note 16 Treasury risk management’ on pages 116 to 120;

•

‘Note 17 Investment and return’ on pages 121 to 122;

•

‘Note 18 Financial instruments fair value risk’ on pages 123 to 124;

•

‘Treasury’ on page 33; and

•

‘Our risk appetite and approach to risk management’ on page 41.

(iii) Information regarding the Group’s material commitments for capital expenditure

The information set forth under the following headings of the Group’s Annual Report and Accounts 2012 furnished separately on 8 March 2013 under Form 6-K is incorporated by reference:

•

‘Note 20 Commitments and contingent liabilities’ on pages 125 to 126; and

•

‘Note 10 Property, plant and equipment’ on pages 107 and 108.

C. Research and development, patents and licences, etc.

The information set forth under the heading ‘Innovating with ambition’ on pages 14 to 15 and ‘Note 3 Gross profit and operating costs’ on page 94 of the Group’s Annual Report and Accounts 2012 furnished separately on 8 March 2013 under Form 6-K is incorporated by reference.

D. Trend information

Please refer also to Item 3D ‘Risk factors’ on pages 4 to 7 of this report.

The information set forth under the following headings of the Group’s Annual Report and Accounts 2012 furnished separately on 8 March 2013 under Form 6-K is incorporated by reference:

•

‘Financial review 2012’ on pages 28 to 35; and

•

‘Outlook’ on page 36.

Please refer also to ‘Financial review 2011’ within Item 5A of this report on pages 9 to 12.

E. Off-balance sheet arrangements

The information set forth under the following headings of the Group’s Annual Report and Accounts 2012 furnished separately on 8 March 2013 under Form 6-K is incorporated by reference:

•

‘Off-balance sheet arrangements’ on page 32;

•

‘Note 16 Treasury risk management’ on pages 116 to 120;

•

‘Note 18 Financial instruments fair value risk’ on pages 123 to 124; and

•

‘Note 20 Commitments and contingent liabilities’ on pages 125 to 126.

F. Tabular disclosure of contractual obligations

The information set forth under the heading ‘Contractual obligations at 31 December 2012’ on page 32 of the Group’s Annual Report and Accounts 2012 furnished separately on 8 March 2013 under Form 6-K is incorporated by reference.

G. Safe harbour

This document may contain forward-looking statements, including ‘forward-looking statements’ within the meaning of the United States Private Securities Litigation Reform Act of 1995. Words such as ‘will’, ‘aim’, ‘expects’, ‘anticipates’, ‘intends’, ‘looks’, ‘believes’, ‘vision’, or the negative of these terms and other similar expressions of future performance or results, and their negatives, are intended to identify such forward-looking statements. These forward-looking statements are based upon current expectations and assumptions regarding anticipated developments and other factors affecting the Group. They are not historical facts, nor are they guarantees of future performance.


12 Form 20-F		Unilever Annual Report on Form 20-F 2012

Item 5. Operating and Financial Review and

Prospects continued

Further details of potential risks and uncertainties affecting the Group are described in the Group’s filings with the London Stock Exchange, Euronext Amsterdam and the US Securities and Exchange Commission, including elsewhere in the Group’s Annual Report on Form 20-F for the year ended 31 December 2012. These forward-looking statements speak only as of the date of this Annual Report on Form 20-F. Except as required by any applicable law or regulation, the Group expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Group’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

LOGO

A. Directors and senior management

(i) Name, experience and functions

The information set forth under the following headings of the Group’s Annual Report and Accounts 2012 furnished separately on 8 March 2013 under Form 6-K is incorporated by reference:

•

‘Unilever Leadership Executive (ULE)’ on page 43;

•

‘Board of Directors’ on pages 42; and

•

‘Our Directors’ and ‘Our Committees’ on pages 49 and 50.

(ii) Activities outside the issuing company

The information set forth under the headings ‘Board of Directors’ and ‘Unilever Leadership Executive (ULE)’ on pages 42 and 43 of the Group’s Annual Report and Accounts 2012 furnished separately on 8 March 2013 under Form 6-K is incorporated by reference.

(iii) Age

The information set forth under the headings ‘Board of Directors’ and ‘Unilever Leadership Executive (ULE)’ on pages 42 and 43 of the Group’s Annual Report and Accounts 2011 furnished separately on 8 March 2013 under Form 6-K is incorporated by reference.

(iv) Family relationship

The information set forth under the heading ‘Executive Directors’ (final paragraph) on page 49 of the Group’s Annual Report and Accounts 2012 furnished separately on 8 March 2013 under Form 6-K is incorporated by reference.

(v) Other arrangements

The information set forth under the following headings of the Group’s Annual Report and Accounts 2012 furnished separately on 8 March 2013 under Form 6-K is incorporated by reference:

•

‘Executive Directors’ (final paragraph) on page 49; and

•

‘Non-Executive Directors – Independence’ on page 49.

B. Compensation

The information set forth under the following headings of the Group’s Annual Report and Accounts 2012 furnished separately on 8 March 2013 under Form 6-K is incorporated by reference:

•

‘Remuneration policy for new hires’ and ‘Executive Directors’ on page 68 ;

•

Remuneration policy description on pages 64 to 67;

•

‘Remuneration policy – supplementary information’ on pages 69 and 70;

•

‘Elements of remuneration’ on pages 71 to 74;

•

‘Executive Directors’ remuneration in 2012’ on pages 77 to 80;

•

‘Non-Executive Directors’ remuneration in 2012’ on page 80 and 81;

•

‘Note 4C Share-based compensation plans’ on pages 101 and 102;

•

‘Note 4A Staff and management costs – Key management compensation’ on page 95; and

•

‘Note 4B Pensions and similar obligations’ on pages 95 to 100.

C. Board practices

The information set forth under the following headings of the Group’s Annual Report and Accounts 2012 furnished separately on 8 March 2013 under Form 6-K is incorporated by reference:

•

‘Board of Directors’ and ‘Unilever Leadership Executive (ULE)’ on pages 42 and 43;

•

‘Appointment of Directors’ on page 47;

•

‘Executive Directors’ on page 49 and 50;

•

‘Non-Executive Directors’ on page 49;

•

‘Our Committees’ on page 50;

•

‘Report of the Audit Committee’ on pages 56 and 57; and

•

‘Directors’ Remuneration Report’ on pages 62 to 81.

D. Employees

The information set forth under the following headings of the Group’s Annual Report and Accounts 2012 furnished separately on 8 March 2013 under Form 6-K is incorporated by reference:

•

‘Note 4A Staff and management costs’ – Average number of employees during the year on page 95; and

•

‘Employee number’ on page 7.

The average number of employees during 2012 included 10,907 seasonal and 26,033 plantation workers. We believe our relationship with our employees and any labour unions of which they may be part is satisfactory in all material respects.

E. Share ownership

The information set forth under the following headings of the Group’s Annual Report and Accounts 2012 furnished separately on 8 March 2013 under Form 6-K is incorporated by reference:

•

‘Our remuneration practices’ on pages 71 to 77;

•

‘Executive Directors’ remuneration in 2012’ on pages 77 to 80;

•

‘Non-Executive Directors’ on page 80 to 81; and

•

‘Note 4C Share-based compensation plans’ on pages 101 and 102.


Unilever Annual Report on Form 20-F 2012			Form 20-F 13

LOGO

A. Major shareholders

The information set forth under the following headings of the Group’s Annual Report and Accounts 2012 furnished separately on 8 March 2013 under Form 6-K is incorporated by reference:

•

‘Margarine Union (1930) Limited: Conversion Rights’ and ‘Foundation Unilever NV Trust office’ on pages 51 and 52; and

•

‘Analysis of shareholding’ on page 55.

The principal trading markets upon which Unilever shares are listed are Euronext Amsterdam for NV ordinary and preference shares and the depositary receipts of these NV ordinary and preference shares, and the London Stock Exchange for PLC ordinary shares. NV ordinary shares mainly trade in the form of depositary receipts for shares.

In the United States, NV New York Registry Shares and PLC American Depositary Receipts are traded on the New York Stock Exchange. Citibank, N.A. acts for NV and PLC as issuer, transfer agent and, in respect of the PLC American Depositary Receipts, depositary.

There have not been any significant trading suspensions in the past three years.

At 4 March 2013 there were 5,385 registered holders of NV New York Registry Shares and 976 registered holders of PLC American Depositary Receipts in the United States. We estimate that approximately 13% of NV’s ordinary shares were held in the United States (approximately 17% in 2011), while most holders of PLC ordinary shares are registered in the United Kingdom – approximately 98% in 2012 and in 2011.

NV and PLC are separate companies with separate stock exchange listings and different shareholders. Shareholders 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. Each NV ordinary share represents the same underlying economic interest in the Unilever Group as each PLC ordinary share (save for exchange rate fluctuations).

If you are a shareholder of NV, you have an 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 may be subject to tax in the Netherlands. If you are a shareholder of PLC, your interest is in a UK legal entity, your dividends will be paid in sterling (converted into US dollars if you have American Depositary Receipts) and you may be subject to UK 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.

The information set forth under the heading ‘Equalisation Agreement’ on page 52 of the Group’s Annual Report and Accounts 2012 furnished separately on 8 March 2013 under Form 6-K is incorporated by reference.

B. Related party transactions

The information set forth under the heading ‘Note 23 – Related party transactions’ on page 128 of the Group’s Annual Report and Accounts 2012 furnished separately on 8 March 2013 under Form 6-K is incorporated by reference.

Transactions with related parties are conducted in accordance with agreed transfer pricing policies and include sales to joint ventures and associates. Other than those disclosed in the Group’s Annual Report and Accounts (and incorporated herein as above), there were no related party transactions that were material to the Group or to the related parties concerned that are required to be reported in 2012 or the two preceding years.

C. Interest of experts and counsel

Not applicable.

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A. Consolidated statements and other financial information

Please refer also to Item 18 ‘Financial Statements’ on page 23 to 29 of this report.

The information set forth under the following headings of the Group’s Annual Report and Accounts 2012 furnished separately on 8 March 2013 under Form 6-K is incorporated by reference:

•

‘Financial statements’ on page 83 and pages 86 to 131;

•

‘Legal proceedings’ on page 126; and

•

‘Financial calendar’ on page 144.

Also see ‘Dividend record’ on page 3 of this report.

B. Significant changes

The information set forth in ‘Note 25 Events after the balance sheet date’ on page 129 of the Group’s Annual Report and Accounts furnished separately on 8 March 2013 under Form 6-K is incorporated by reference.


14 Form 20-F		Unilever Annual Report on Form 20-F 2012

LOGO

A. Offer and listing details

Please refer to information given on page 14 under Item 7A ‘Major shareholders’.

Share prices at 31 December 2012

The share prices of the ordinary shares at the end of the year were as follows:


NV per € 0.16 ordinary share in Amsterdam			€ 28.84
NV per € 0.16 ordinary share in New York			US $38.30
PLC per 3 ¹ / ₉ p ordinary share in London			£23.66
PLC per 3 ¹ / ₉ p ordinary share in New York			US $38.72

Monthly high and low prices for the most recent six months

September

2012

October

2012

November

2012

December

2012

January

2013

February

2013

NV per € 0.16 ordinary share in Amsterdam (in € )

High

28.32

28.51

29.38

29.50

30.02

29.96

Low

27.23

27.53

27.87

28.78

28.58

29.05

NV per € 0.16 ordinary share in New York (in US $)

High

36.35

37.35

38.01

38.75

40.48

40.73

Low

34.91

35.67

35.58

37.83

37.95

38.44

PLC per 3 ¹ / ₉ p ordinary share in London (in £)

High

23.11

23.46

24.21

24.29

25.67

26.52

Low

22.35

22.62

22.90

23.66

23.78

25.12

PLC per 3 ¹ / ₉ p ordinary share in New York (in US $)

High

37.29

38.01

38.79

39.37

40.69

40.95

Low

35.83

36.11

36.51

38.30

38.38

39.07

Quarterly high and low prices for 2012 and 2011

1st

Quarter

2012

2nd

Quarter

2012

3rd

Quarter

2012

4th

Quarter

2012

NV per € 0.16 ordinary share in Amsterdam (in € )

High

27.11

26.39

28.79

29.50

Low

24.78

24.56

26.42

27.53

NV per € 0.16 ordinary share in New York (in US $)

High

34.92

35.00

36.35

38.75

Low

32.09

30.79

32.11

35.58

PLC per 3 ¹ / ₉ p ordinary share in London (in £)

High

21.89

21.44

23.34

24.29

Low

19.94

20.05

21.27

22.62

PLC per 3 ¹ / ₉ p ordinary share in New York (in US $)

High

34.02

34.74

37.29

39.37

Low

31.50

31.04

32.88

36.11

1st

Quarter

2011

2nd

Quarter

2011

3rd

Quarter

2011

4th

Quarter

2011

NV per € 0.16 ordinary share in Amsterdam (in € )

High

23.77

23.10

23.90

26.58

Low

21.00

22.05

21.65

23.32

NV per € 0.16 ordinary share in New York (in US $)

High

31.72

33.50

34.24

35.06

Low

29.07

31.35

30.39

30.82

PLC per 3 ¹ / ₉ p ordinary share in London (in £)

High

19.72

20.06

20.81

21.73

Low

17.93

18.85

18.92

19.77

PLC per 3 ¹ / ₉ p ordinary share in New York (in US $)

High

31.03

32.96

34.30

34.16

Low

28.65

30.59

30.27

30.56


Unilever Annual Report on Form 20-F 2012			Form 20-F 15

Item 9. The Offer and Listing continued

Annual high and low prices


		2012		2011		2010		2009		2008
NV per € 0.16 ordinary share in Amsterdam (in € )	High		29.50		26.58		24.11		22.88		25.61
	Low		24.56		21.00		20.68		13.59		16.20
NV per € 0.16 ordinary share in New York (in US $)	High		38.75		35.06		33.10		32.80		37.18
	Low		30.79		29.07		26.02		17.04		21.27
PLC per 3 ¹ / ₉ p ordinary share in London (in £)	High		24.29		21.73		20.09		20.15		19.47
	Low		19.94		17.93		16.62		12.30		12.49
PLC per 3 ¹ / ₉ p ordinary share in New York (in US $)	High		39.37		34.30		32.41		32.19		38.02
	Low		31.04		28.65		25.74		17.04		20.22

B. Plan of distribution

Not applicable.

C. Markets

This information is set forth under the heading ‘The Unilever Group’ on page 1 of this report.

D. Selling shareholders

Not applicable.

E. Dilution

Not applicable.

F. Expenses of the issue

Not applicable.


16 Form 20-F		Unilever Annual Report on Form 20-F 2012

LOGO

A. Share capital

Not applicable.

B. Memorandum and articles of association

The information set forth under the following headings of the Group’s Annual Report and Accounts 2012 furnished separately on 8 March 2013 under Form 6-K is incorporated by reference.

•

‘Corporate governance’ on pages 44 to 55; and

•

‘Note 15A. Share Capital’ on page 113; and

•

‘Minimum shareholding requirement’ on page 74.

Please also refer to ‘The Unilever Group’ on page 1 of this report.

C. Material contracts

The information set forth under the following headings of the Group’s Annual Report and Accounts 2012 furnished separately on 8 March 2013 under Form 6-K is incorporated by reference:

•

‘Financial review 2012 – Acquisitions and disposals’ on page 29;

•

‘Note 21 Acquisition and disposals – 2012 and 2011’ on pages 126 to 127; and

•

‘Our Foundation agreements’ on page 52.

D. Exchange controls

Under the Dutch External Financial Relations Act of 25 March 1994 the Minister of Finance is authorised to issue regulations relating to financial transactions concerning the movement of capital to or from other countries with respect to direct investments, establishment, the performing of financial services, the admission of negotiable instruments or goods with respect to which regulations have been issued under the Import and Export Act in the interest of the international legal system or an arrangement relevant thereto. These regulations may contain a prohibition to perform any of the actions indicated in those regulations without a licence. To date no regulations of this type have been issued which are applicable to Unilever N.V.

Other than certain economic sanctions which may be in place from time to time, there are currently no UK laws, decrees or regulations restricting the import or export of capital or affecting the remittance of dividends or other payments to holders of the company’s shares who are non-residents of the UK. Similarly, other than certain economic sanctions which may be in force from time to time, there are no limitations relating only to non-residents of the UK under English law or the company’s Articles of Association on the right to be a holder of, and to vote in respect of, the company’s shares.

E. Taxation

Taxation for US persons holding shares in NV

The following notes are provided for guidance. US persons 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. A US person is a US individual citizen or resident, a corporation organised under the laws of the United States, or any other legal person subject to United States Federal Income Tax on its worldwide income.

Taxation on dividends in the Netherlands

As of 1 January 2007 dividends paid by companies in the Netherlands are in principle subject to dividend withholding tax of 15%. 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 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 worldwide 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 withholding tax on dividends in the Netherlands from 15% to 5% if the beneficial owner is a company which directly holds at least 10% of the voting power of NV shares.

Where a United States person has a permanent establishment in the Netherlands, which has shares in NV forming part of its business property, dividends it receives on those shares are included in that establishment’s profit. They are subject to income tax or corporation tax in the Netherlands, as appropriate, and tax on dividends in the Netherlands will generally be applied at the full rate of 15% with, as appropriate, the possibility to claim a credit for that tax on dividends in the Netherlands against the income tax or corporation tax in the Netherlands. The net tax suffered may be treated as foreign income tax eligible for credit against shareholder’s United States income taxes.

The Convention provides, subject to certain conditions, for a complete exemption from, or refund of, Dutch dividend withholding tax if the beneficial owner is a qualified ‘Exempt Pension Trust’ as defined in Article 35 of the Convention or a qualified ‘Exempt Organisation’ as defined in Article 36 of the Convention. It is noted that, subject to certain conditions, foreign (non-Dutch) tax exempt entities may also be entitled to a full refund of any Dutch dividend withholding tax suffered based on specific provisions in the Dividend Tax Act in the Netherlands. This tax refund opportunity under Dutch domestic tax law already applied to European Union and European Economic Area entities as of 1 January 2007 and has been extended as of 1 January 2012 to all foreign tax exempt entities including, if appropriate, United States tax exempt entities.

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 Dutch corporation. A Competent Authority Agreement between the US and Dutch Tax Authorities on 6 August 2007, published in the US as Announcement 2007-75, 2007-2 Cumulative Bulletin 540 as amended by a Competent Authority Agreement published in the United States as Announcement 2010-26, 2010-1 Cumulative Bulletin 604, describes the eligibility of these US organisations for benefits under the Convention and procedures for claiming these benefits.

Under the Convention, a United States trust, company or organisation that is operated exclusively for religious, charitable, scientific, educational or public purposes is subject to an initial 15% withholding tax rate. Such an exempt organisation may be entitled to reclaim from tax authorities in the Netherlands a refund of the Dutch 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 an NV shareholder resident in any country other than the United States or the Netherlands, any exemption from, or reduction or refund of, dividend withholding tax in the Netherlands may be governed by specific provisions in Dutch tax law, the ‘Tax Regulation for the Kingdom of the Netherlands’, or by the tax convention or any other agreement for the avoidance of double taxation, if any, between the Netherlands and your country of residence.

United States taxation on dividends

If you are a United States person, the dividend (including the withheld amount) up to the amount of NV earnings and profits


Unilever Annual Report on Form 20-F 2012			Form 20-F 17

Item 10. Additional Information continued

for United States Federal Income Tax purposes will be ordinary dividend income. Dividends received by an individual during taxable years 2013 and later will be taxed at a maximum rate of 15% or 20%, depending on the income level of the individual, provided the individual has held the shares for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date, that NV is a qualified foreign corporation and that certain other conditions are satisfied. NV is a qualified foreign corporation for this purpose. In addition, beginning in 2013, an additional tax of 3.8% will apply to dividends and other investment income received by individuals with incomes exceeding certain thresholds. The dividends are not eligible for the dividends received deduction allowed to corporations.

For US foreign tax credit purposes, the dividend is foreign source income, and withholding tax in the Netherlands is a foreign income tax that is eligible for credit against the shareholder’s United States income taxes. However, the rules governing the US foreign tax credit are complex, and additional limitations on the credit apply to individuals receiving dividends eligible for the maximum tax rate on dividends described above.

Any portion of the dividend that exceeds NV’s United States earnings and profits is subject to different rules. This portion is a tax free return of capital to the extent of your basis in NV’s shares, and thereafter is treated as a gain on a disposition of the shares.

Under a provision of the Dividend Tax Act in the Netherlands and provided certain conditions are satisfied, 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 tax authorities in the Netherlands. The United States tax authority may take the position that withholding tax in the Netherlands eligible for credit should be limited accordingly.

Disclosure requirements for US individual holders

US individuals that hold certain specified foreign financial assets, including stock in a foreign corporation, with values in excess of certain thresholds are required to file Form 8938 with their United States Federal Income Tax return. Such Form requires disclosure of information concerning such foreign assets, including the value of the assets. Failure to file the form when required is subject to penalties. An exemption from reporting applies to foreign assets held through a US financial institution, generally including a non-US branch or subsidiary of a US institution and a US branch of a non-US institution. Investors are encouraged to consult with their own tax advisors regarding the possible application of this disclosure requirement to their investment in the shares.

Taxation on capital gains in the Netherlands

Under the Convention, if you are a United States person and you have capital gains on the sale of shares of a Dutch company, these are generally not subject to taxation by the Netherlands. An exception to this rule generally applies 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 in the Netherlands

Under the Estate and Inheritance Tax Convention between the United States and the Netherlands of 15 July 1969, individual US persons 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 Dutch company by a person who is not a resident or a deemed resident of the Netherlands is generally not subject to gift tax in the Netherlands. 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.

Taxation for US persons holding shares in PLC

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.

United States taxation on dividends

If you are a US person, the dividend up to the amount of PLC’s earnings and profits for United States Federal Income Tax purposes will be ordinary dividend income. Dividends received by an individual during taxable years 2013 and later will be taxed at a maximum rate of 15% or 20%, depending on the income level of the individual, provided the individual has held the shares for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date, that PLC is a qualified foreign corporation and certain other conditions are satisfied. PLC is a qualified foreign corporation for this purpose. In addition, beginning in 2013, an additional tax of 3.8% will apply to dividends and other investment income received by individuals with incomes exceeding certain thresholds. The dividend is not eligible for the dividends received deduction allowable to corporations. The dividend is foreign source income for US foreign tax credit purposes.

Any portion of the dividend that exceeds PLC’s United States earnings and profits is subject to different rules. This portion is a tax free return of capital to the extent of your basis in PLC’s shares, and thereafter is treated as a gain on a disposition of the shares.

Disclosure Requirements for US individual holders

UK 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 generally not be liable to United Kingdom tax on any capital gains made on disposal of your shares.

Two exceptions are: 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; and if the shares are held by an individual who has left the UK for a period of non-residence of less than five tax years having been resident for at least four of the seven tax years prior to leaving the UK.


18 Form 20-F		Unilever Annual Report on Form 20-F 2012

Item 10. Additional Information continued

UK 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.

F. Dividends and paying agents

Not applicable.

G. Statement by experts

Not applicable.

H. Documents on display

The information set forth under the headings ‘Contact details‘ and ‘Publications’ on pages 144 to 145 of the Group’s Annual Report and Accounts 2012 furnished separately on 8 March 2013 under Form 6-K is incorporated by reference.

Unilever Annual Report on Form 20-F 2012

Filed with the SEC on the SEC’s website. Printed copies are available, free of charge, upon request to Unilever PLC, Investor Relations Department, Unilever House, 100 Victoria Embankment, London EC4Y0DY, United Kingdom.

Documents on display in the United States

Unilever files and furnishes reports and information with the United States SEC. Such reports and information can be inspected and copied at the SEC’s public reference facilities in Washington DC, Chicago and New York. Certain of our reports and other information that we file or furnish to the SEC are also available to the public over the internet on the SEC’s website.

I. Subsidiary information

Not applicable.

LOGO

Please refer also to Item 3D ‘Risk Factors’ of this report.

The information set forth under the following headings of the Group’s Annual Report and Accounts 2012 furnished separately on 8 March 2013 under Form 6-K is incorporated by reference:

•

‘Outlook’ on page 36;

•

‘Note 13 Trade and other current receivables’ on pages 110 to 111;

•

‘Note 14 Trade payables and other liabilities’ on page 111;

•

‘Note 15 Capital and funding’ on pages 112 to 115;

•

‘Note 16 Treasury risk management’ on pages 116 to 120;

•

‘Note 17 Investment and return’ on pages 121 to 122; and

•

‘Note 18 Financial instruments fair value risk’ on pages 123 to 124.

LOGO

The Unilever Group has appointed Citibank, N.A. (‘Citibank’) as both its transfer agent and registrar pursuant to the New York Registered Share program for Unilever N.V. and as its depositary pursuant to its American Depositary Receipt program for Unilever PLC. Any fee arrangement with Citibank will therefore cover both programs.

D.3 Transfer Agent Fees and Charges for Unilever N.V.

Although items 12.D.3 and 12.D.4 are not applicable to Unilever N.V. the following fees, charges and transfer agent payments are listed, as any fee arrangement with Citibank will cover both programs.

Under the terms of the Transfer Agent Agreement for the Unilever N.V. New York Registered Share program, a New York Share (NYS) holder may have to pay the following service fees to the transfer agent:

•

Issuance of NYSs: Up to US 5 ¢ per NYS issued.

•

Cancellation of NYSs: Up to US 5 ¢ per NYS cancelled.

An NYS holder will also be responsible to pay certain fees and expenses incurred by the transfer agent and certain taxes and governmental charges such as:

•

Fees for the transfer and registration of Shares charged by the registrar and transfer agent for the Shares in the Netherlands (i.e. upon deposit and withdrawal of Shares);

•

Expenses incurred for converting foreign currency into US dollars;

•

Expenses for cable, telex and fax transmissions and for delivery of securities;

•

Taxes and duties upon the transfer of securities (i.e. when shares are deposited or withdrawn from deposit); and

•

Fees and expenses incurred in connection with the delivery or servicing of shares on deposit.

Transfer agent fees payable upon the issuance and cancellation of NYSs are typically paid to the transfer agent by the brokers (on behalf of their clients) receiving the newly-issued NYSs from the transfer agent and by the brokers (on behalf of their clients) delivering the NYSs to the transfer agent for cancellation. The brokers in turn charge these transaction fees to their clients.

Note that the fees and charges an investor may be required to pay may vary over time and may be changed by us and by the Transfer Agent. Notice of any changes will be given to investors.

D.3 Depositary Fees and Charges for Unilever PLC

Under the terms of the Deposit Agreement for the Unilever PLC American Depositary Shares (ADSs), an ADS holder may have to pay the following service fees to the depositary bank:

•

Issuance of ADSs: Up to US 5 ¢ per ADS issued.

•

Cancellation of ADSs: Up to US 5 ¢ per ADS cancelled.


Unilever Annual Report on Form 20-F 2012			Form 20-F 19

Item 12. Description of Securities Other than Equity Securities continued

An ADS holder will also be responsible to pay certain fees and expenses incurred by the depositary bank and certain taxes and governmental charges such as:

•

Fees for the transfer and registration of Shares charged by the registrar and transfer agent for the Shares in the United Kingdom (i.e., upon deposit and withdrawal of Shares);

•

Expenses incurred for converting foreign currency into US dollars;

•

Expenses for cable, telex and fax transmissions and for delivery of securities;

•

Taxes and duties upon the transfer of securities (i.e. when shares are deposited or withdrawn from deposit); and

•

Fees and expenses incurred in connection with the delivery or servicing of shares on deposit.

Depositary fees payable upon the issuance and cancellation of ADSs are typically paid to the depositary bank by the brokers (on behalf of their clients) receiving the newly-issued ADSs from the depositary bank and by the brokers (on behalf of their clients) delivering the ADSs to the depositary bank for cancellation. The brokers in turn charge these transaction fees to their clients.

Note that the fees and charges an investor may be required to pay may vary over time and may be changed by us and by the depositary bank. Notice of any changes will be given to investors.

D.4 Transfer Agent Payments – Fiscal Year 2012 for Unilever N.V.

In 2012, we received the following payments from Citibank, N.A., the Transfer Agent and Registrar for our New York Registered Share program:


	US $

Reimbursement of listing fees (INYSE/NASDAQ)		263,755.00

Reimbursement of settlement infrastructure fees (including DTC feeds)		25,484.80

Reimbursement of proxy process expenses (printing, postage and distribution)		281,032.71

Tax reclaim services		40,000.00

Program-related expenses (that include expenses incurred from the requirements of the Sarbanes-Oxley Act of 2002)		739,727.49

Indirect payments

As part of its service to the Company, Citibank, N.A. has agreed to waive fees for the standard costs associated with the administration of the ADR Program, associated operating expenses and investor relations advice estimated to total US $150,000.

D.4 Depositary Payments – Fiscal Year 2012 for Unilever PLC

In 2012, we received the following payments from Citibank, N.A., the Depositary Bank for our American Depositary Receipt Program:


	US $

Reimbursement of listing fees (NYSE/NASDAQ)		135,116.00

Reimbursement of settlement infrastructure fees (including DTC feeds)		25,509.80

Reimbursement of proxy process expenses (printing, postage and distribution)		244,266.57

Program-related expenses (that include expenses incurred from the requirements of the Sarbanes-Oxley Act of 2002)		945,107.63

Indirect payments


20 Form 20-F		Unilever Annual Report on Form 20-F 2012

LOGO

A. Defaults

There has been no material default in the payment of principal, interest, a sinking or purchase fund instalments or any other material default relating to indebtedness of the Group.

B. Dividend arrearages and delinquencies

There have been no arrears in payment of dividends on, and material delinquency with respect to, any class of preferred stock of any significant subsidiary of the Group.

LOGO

Not applicable.

LOGO

The information set forth under the headings ‘Report of Independent Registered Public Accounting Firm’ in Item 18 on page 23 of this report, and ‘Our Risk Appetite and Approach to Risk Management’ on page 41, ‘Requirements – The United States’ on page 54 and ‘Risk management and internal control arrangements’ on pages 56 to 57 of the Group’s Annual Report and Accounts 2012 furnished separately on 8 March 2013 under Form 6-K is incorporated by reference.

Management’s report on internal control over financial reporting

In accordance with the requirements of Section 404 of the US Sarbanes-Oxley Act of 2002, the following report is provided by management in respect of the Group’s internal control over financial reporting (as defined in rule 13a–15(f) or rule 15d–15(f) under the US Securities Exchange Act of 1934):

•

Unilever’s management is responsible for establishing and maintaining adequate internal control over financial reporting for the Group;

•

Unilever’s management has used the Committee of Sponsoring Organizations of the Treadway Commission (COSO) framework to evaluate the effectiveness of our internal control over financial reporting. Management believes that the COSO framework is a suitable framework for its evaluation of our internal control over financial reporting because it is free from bias, permits reasonably consistent qualitative and quantitative measurements of internal controls, is sufficiently complete so that those relevant factors that would alter a conclusion about the effectiveness of internal controls are not omitted and is relevant to an evaluation of internal control over financial reporting;

•

Management has assessed the effectiveness of internal control over financial reporting as of 31 December 2012, and has concluded that such internal control over financial reporting is effective; and

•

PricewaterhouseCoopers LLP and PricewaterhouseCoopers Accountants N.V., who have audited the consolidated financial statements of the Group for the year ended 31 December 2012, have also audited the effectiveness of internal control over financial reporting as at 31 December 2012 and have issued an attestation report on internal control over financial reporting. For the Auditors’ report please refer to Item 18 on page 23 of this report.


Unilever Annual Report on Form 20-F 2012			Form 20-F 21

LOGO

A. Audit Committee financial expert

The information set forth under the heading ‘Report of the Audit Committee’ on pages 56 and 57 of the Group’s Annual Report and Accounts 2012 furnished separately on 8 March 2013 under Form 6-K is incorporated by reference.

B. Code of Ethics

The information set forth under the following headings of the Group’s Annual Report and Accounts 2012 furnished separately on 8 March 2013 under Form 6-K is incorporated by reference:

•

‘Foundation and principles’ on page 41; and

•

‘Requirements – The United States’ on page 54.

C. Principal accountant fees and services

The information set forth under the heading Report of the Audit Committee on pages 56 and 57 of the Group’s Annual Report and Accounts 2012 furnished separately on 8 March 2013 under Form 6-K is incorporated by reference.


	€ million 2012		€ million 2011		€ million 2010
Audit fees ^(a)		18		18		18
Audit-related fees ^(b)		2		2		1
Tax fees		1		1		1
All other fees		–		1		3

^(a)	Excludes € 1 million fees paid in respect of services supplied for associated pension schemes.

^(b)	Includes other audit services which comprise audit and similar work that regulations or agreements with third parties require the auditors to undertake.

D. Exemptions from the Listing Standards for Audit Committees

Not applicable.

E. Purchases of equity securities by the issuer and affiliated purchasers

Share purchases during 2012

All shares purchased relate to Unilever N.V.

€ million

Total number of
shares purchased

Average price
paid per share ( € )

Of which, numbers of
shares purchased

as part of publicly
announced plans

Maximum value that
may yet be purchased
as part of publicly
announced plans

January (6% preference shares) ^(b)

806.00

–

January (7% preference shares) ^(b)

940.00

–

February

–

March (ordinary shares) ^(a)

37,894

26.05

–

April

–

May

–

June

–

July (7% preference shares) ^(b)

940.00

–

August

–

September

–

October

–

November

–

December

–

Total

37,920

26.64

–

^(a)	Shares were purchased to satisfy commitments to deliver shares under our share-based plans as described in note 4C on pages 101 and 102 of the Group’s Annual Report and Accounts 2012 furnished separately on 8 March 2013 under Form 6-K and incorporated by reference.

^(b)	The repurchase was undertaken under the public cash offer for all outstanding 6% and 7% cumulative preference shares as announced on 19 October 2011.

During February 2013 Unilever N.V. purchased 160,400 American Depositary Shares of Unilever PLC on the NYSE with an average price of euro 30.21 per American Depositary Share to facilitate grants in connection with its employee compensation programs.

F. Change in Registrant’s Certifying Accountant

Not applicable.

G. Corporate governance

The information set forth under the heading ‘Corporate governance’ on pages 44 to 55 of the Group’s Annual Report and Accounts 2012 furnished separately on 8 March 2013 under Form 6-K is incorporated by reference.

LOGO

The Company has responded to Item 18 in lieu of this item.


22 Form 20-F		Unilever Annual Report on Form 20-F 2012

LOGO

The information set forth under the heading ‘Financial statements’ on page 83 and pages 86 to 131 of the Group’s Annual Report and Accounts 2012 furnished separately on 8 March 2013 under Form 6-K is incorporated by reference.

To the Directors and shareholders

Report of Independent Registered Public Accounting Firm

In our opinion, the consolidated income statements and the related consolidated balance sheets, consolidated cash flow statements, consolidated statements of comprehensive income and consolidated statements of changes in equity set forth under the heading ‘Financial Statements’ on pages 86 to 131 (excluding Note 24 on page 129) of Unilever Group’s Annual Report and Accounts 2012 and the Guarantor financial information included in Item 18 of this Form 20-F present fairly, in all material respects, the financial position of the Unilever Group at 31 December 2012 and 31 December 2011 and the results of its operations and its cash flows for each of the three years in the period ended 31 December 2012, in conformity with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board and in conformity with IFRS as adopted by the European Union. Also in our opinion, the Group maintained, in all material respects, effective internal control over financial reporting as of 31 December 2012, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Group’s Directors and management are responsible for these consolidated financial statements.

The Group’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying ‘Management’s report on internal control over financial reporting’ included in Item 15 of this Form 20-F. Our responsibility is to express opinions on these consolidated financial statements and on the Group’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall consolidated financial statements presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and Directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


PricewaterhouseCoopers LLP London, United Kingdom As auditors of Unilever PLC				Amsterdam, The Netherlands, 5 March 2013 PricewaterhouseCoopers Accountants N.V. As auditors of Unilever N.V.

5 March 2013				R A J Swaak RA


Unilever Annual Report on Form 20-F 2012			Form 20-F 23

Item 18. Financial Statements continued

Guarantor statements (audited)

On 1 November 2011, NV and Unilever Capital Corporation (UCC) filed a US Shelf registration, which is unconditionally and fully guaranteed, jointly and severally, by NV, PLC and Unilever United States, Inc. (UNUS). This superseded the previous NV and UCC US Shelf registration filed on 18 November 2008, which is unconditionally and fully guaranteed, jointly and severally, by NV, PLC and UNUS. Of the US Shelf registration, US $5.0 billion of Notes were outstanding at 31 December 2012 (2011: US $4.0 billion, 2010: US $2.5 billion) with coupons ranging from 0.45% to 5.9%. These Notes are repayable between 15 February 2014 and 15 November 2032.

Provided below are the income statements, cash flow statements and balance sheets of each of the companies discussed above, together with the income statement, cash flow statement and balance sheet of non-guarantor subsidiaries. These have been prepared under the historical cost convention and, aside from the basis of accounting for investments at net asset value (equity accounting), comply in all material respects with International Financial Reporting Standards. The financial information in respect of NV, PLC and UNUS has been prepared with all subsidiaries accounted for on an equity basis. Information on NV and PLC is shown collectively as Unilever parent entities. The financial information in respect of the non-guarantor subsidiaries has been prepared on a consolidated basis.

€ million

Income statement

for the year ended 31 December 2012

Unilever

Capital

Corporation

subsidiary

issuer

Unilever

parent

entities

^(a)

Unilever

United

States Inc.

subsidiary

guarantor

Non-

guarantor

subsidiaries

Eliminations

Unilever

Group

Turnover

–

51,324

–

51,324

Operating profit

–

334

6,648

–

6,989

Finance income

–

136

–

136

Finance costs

(153

)

(169

)

–

(204

)

–

(526

)

Pensions and similar obligations

–

)

(18

)

–

)

Inter-company finance income/(costs)

153

)

(110

)

(37

)

–

Dividends

–

2,851

676

(3,527

)

–

Share of net profit/(loss) of joint ventures and associates

–

105

–

105

Other income from non-current investments

–

(14

)

–

(14

)

Profit before taxation

–

3,005

555

3,123

–

6,683

Taxation

–

(29

)

(197

)

(1,509

)

–

(1,735

)

Net profit

–

2,976

358

1,614

–

4,948

Equity earnings of subsidiaries

–

1,972

728

–

(2,700

)

–

Net profit

–

4,948

1,086

1,614

(2,700

)

4,948

Attributable to:

Non-controlling interests

–

468

–

468

Shareholders’ equity

–

4,948

1,086

1,146

(2,700

)

4,480

^(a)

The term ‘Unilever parent entities’ includes Unilever N.V. and Unilever PLC. Though Unilever N.V. and Unilever PLC are separate legal entities, with different shareholder constituencies and separate stock exchange listings, they operate as nearly as practicable as a single economic entity. Debt securities issued by entities in the Unilever Group are fully and unconditionally guaranteed by both Unilever N.V. and Unilever PLC.


24 Form 20-F		Unilever Annual Report on Form 20-F 2012

Item 18. Financial Statements continued


	€ million			€ million			€ million			€ million			€ million			€ million
Income statement for the year ended 31 December 2011		Unilever Capital Corporation subsidiary issuer			Unilever parent entities	^(a)		Unilever United States Inc. subsidiary guarantor			Non- guarantor subsidiaries			Eliminations			Unilever Group
Turnover		–			–			–			46,467			–			46,467

Operating profit		_			155			(12	)		6,290			_			6,433
Finance income		–			–			–			92			–			92
Finance costs		(127	)		(203	)		–			(210	)		–			(540	)
Pensions and similar obligations		–			(51	)		(15	)		91			–			71
Inter-company finance income/(costs)		128			61			(11	)		(178	)		–			–
Dividends		–			2,631			–			(2,631	)		–			–
Share of net profit/(loss) of joint ventures and associates		–			–			–			113			–			113
Other income from non-current investments		–			–			–			76			–			76

Profit before taxation		1			2,639			(38	)		3,643			–			6,245
Taxation		–			50			(237	)		(1,435	)		–			(1,622	)

Net profit		1			2,689			(275	)		2,208			_			4,623
Equity earnings of subsidiaries		–			1,934			898			–			(2,832	)		–

Net profit		1			4,623			623			2,208			(2,832	)		4,623

Attributable to:
Non-controlling interests		–			–			–			371			–			371
Shareholders’ equity		1			4,623			623			1,837			(2,832	)		4,252


	€ million			€ million			€ million			€ million			€ million			€ million
Income statement for the year ended 31 December 2010		Unilever Capital Corporation subsidiary issuer			Unilever parent entities	^(a)		Unilever United States Inc. subsidiary guarantor			Non- guarantor subsidiaries			Eliminations			Unilever Group
Turnover		–			–			–			44,262			–			44,262

Operating profit		_			280			(21	)		6,080			_			6,339
Finance income		–			–			–			77			–			77
Finance costs		(182	)		(183	)		–			(126	)		–			(491	)
Pensions and similar obligations		–			(5	)		(24	)		49			–			20
Inter-company finance income/(costs)		184			71			(10	)		(245	)		–			–
Dividends		–			2,285						(2,285	)		–			–
Share of net profit/(loss) of joint ventures and associates		–			–			–			111			–			111
Other income from non-current investments		–			–			–			76			–			76

Profit before taxation		2			2,448			(55	)		3,737			–			6,132
Taxation		(1	)		(83	)		434			(1,884	)		–			(1,534	)

Net profit		1			2,365			379			1,853			–			4,598
Equity earnings of subsidiaries		–			2,233			96			–			(2,329	)		–

Net profit		1			4,598			475			1,853			(2,329	)		4,598

Attributable to:
Non-controlling interests		–			–			–			354			–			354
Shareholders’ equity		1			4,598			475			1,499			(2,329	)		4,244

^(a)


Unilever Annual Report on Form 20-F 2012			Form 20-F 25

Item 18. Financial Statements continued

€ million

Balance sheet at 31 December 2012

Unilever

Capital

Corporation

subsidiary

issuer

Unilever

parent

entities

^(a)

Unilever

United

States Inc.

subsidiary

guarantor

Non-

guarantor

subsidiaries

Eliminations

Unilever

Group

Assets

Non-current assets

Goodwill and intangible assets

–

1,330

–

20,388

–

21,718

Property, plant and equipment

–

9,445

–

9,445

Pension asset for funded schemes in surplus

–

672

–

672

Deferred tax assets

–

103

263

747

–

1,113

Financial assets

–

534

–

535

Other non-current assets

–

529

–

536

Amounts due from group companies

6,642

–

(26

)

(6,616

)

–

Net assets of subsidiaries (equity accounted)

–

40,394

15,710

(17,981

)

(38,123

)

–

6,642

41,827

15,981

14,308

(44,739

)

34,019

Current assets

Inventories

–

4,436

–

4,436

Amounts due from group companies

–

5,050

2,087

(7,137

)

–

Trade and other current receivables

–

4,344

–

4,436

Current tax assets

–

287

(168

)

–

217

Cash and cash equivalents

–

2,462

–

2,465

Other financial assets

–

401

–

401

Non-current assets held for sale

–

192

–

192

–

5,420

2,197

4,530

–

12,147

Total assets

6,642

47,247

18,178

18,838

(44,739

)

46,166

Liabilities

Current liabilities

Financial liabilities

691

1,250

712

–

2,656

Amounts due to group companies

1,859

28,132

–

(29,991

)

–

Trade payables and other current liabilities

181

11,408

–

11,668

Current tax liabilities

–

304

–

825

–

1,129

Provisions

–

327

–

361

Liabilities associated with assets held for sale

–

2,596

29,901

(16,718

)

–

15,815

Non-current liabilities

Financial liabilities

3,766

2,058

–

1,741

–

7,565

Amounts due to group companies

–

6,701

(85

)

(6,616

)

–

Pensions and post-retirement healthcare liabilities

Funded schemes in deficit

–

204

2,085

–

2,291

Unfunded schemes

–

110

580

1,350

–

2,040

Provisions

–

833

–

846

Deferred tax liabilities

–

1,393

–

1,393

Other non-current liabilities

–

414

–

500

3,766

2,187

7,567

7,731

(6,616

)

14,635

Total liabilities

6,362

32,088

7,603

(8,987

)

(6,616

)

30,450

Equity

Shareholders’ equity

Called up share capital

–

484

–

484

Share premium account

–

140

942

(942

)

–

140

Other reserves

(6,196

)

(612

)

(1,695

)

2,302

(6,196

)

Retained profit

275

20,731

10,245

29,905

(40,425

)

20,731

280

15,159

10,575

27,268

(38,123

)

15,159

Non-controlling interests

–

557

–

557

Total equity

280

15,159

10,575

27,825

(38,123

)

15,716

Total liabilities and equity

6,642

47,247

18,178

18,838

(44,739

)

46,166

^(a)


26 Form 20-F		Unilever Annual Report on Form 20-F 2012

Item 18. Financial Statements continued


	€ million		€ million			€ million			€ million			€ million			€ million
Balance sheet at 31 December 2011		Unilever Capital Corporation subsidiary issuer		Unilever parent entities	^(a)		Unilever United States Inc. subsidiary guarantor			Non- guarantor subsidiaries			Eliminations			Unilever Group
Assets
Non-current assets
Goodwill and intangible assets		–		162			–			21,751			–			21,913
Property, plant and equipment		–		–			–			8,774			–			8,774
Pension asset for funded schemes in surplus		–		5			–			998			–			1,003
Deferred tax assets		–		–			373			48			–			421
Financial assets		–		–			–			478			–			478
Other non-current assets		–		–			–			632			–			632
Amounts due from group companies		5,498		–			–			–			(5,498	)		–
Net assets of subsidiaries (equity accounted)		–		39,816			14,213			(17,992	)		(36,037	)		–
		5,498		39,983			14,586			14,689			(41,535	)		33,221
Current assets
Inventories		–		–			–			4,601			–			4,601
Amounts due from group companies		–		8,562			2,042			(10,604	)		–			–
Trade and other current receivables		–		70			3			4,440			–			4,513
Current tax assets		–		256			109			(146	)		–			219
Cash and cash equivalents		–		1			–			3,483			–			3,484
Other financial assets		–		1			–			1,452			–			1,453
Non-current assets held for sale		–		–			–			21			–			21
		–		8,890			2,154			3,247			–			14,291
Total assets		5,498		48,873			16,740			17,936			(41,535	)		47,512

Liabilities
Current liabilities
Financial liabilities		1,526		2,087			3			2,224			–			5,840
Amounts due to group companies		573		25,638			14			(26,225	)		–			–
Trade payables and other current liabilities		42		170			11			10,748			–			10,971
Current tax liabilities		–		187			–			538			–			725
Provisions		–		13			–			380			–			393
Liabilities associated with assets held for sale		–		–			–			–			–			–
		2,141		28,095			28			(12,335	)		–			17,929
Non-current liabilities
Financial liabilities		3,068		3,207			–			1,603			–			7,878
Amounts due to group companies		–		3,091			5,498			(3,091	)		(5,498	)		–
Pensions and post-retirement healthcare liabilities
Funded schemes in deficit		–		–			187			2,108			–			2,295
Unfunded schemes		–		96			608			1,207			–			1,911
Provisions		–		33			1			874			–			908
Deferred tax liabilities		–		53			–			1,072			–			1,125
Other non-current liabilities		–		5			138			402			–			545
		3,068		6,485			6,432			4,175			(5,498	)		14,662
Total liabilities		5,209		34,580			6,460			(8,160	)		(5,498	)		32,591

Equity
Shareholders’ equity
Called up share capital		–		484			–			–			–			484
Share premium account		–		137			942			(942	)		–			137
Other reserves		14		(6,004	)		(791	)		(1,428	)		2,205			(6,004	)
Retained profit		275		19,676			10,129			27,838			(38,242	)		19,676
		289		14,293			10,280			25,468			(36,037	)		14,293
Non-controlling interests		–		–			–			628			–			628
Total equity		289		14,293			10,280			26,096			(36,037	)		14,921
Total liabilities and equity		5,498		48,873			16,740			17,936			(41,535	)		47,512

^(a)


Unilever Annual Report on Form 20-F 2012			Form 20-F 27

Item 18. Financial Statements continued

€ million

Cash flow statement

for the year ended 31 December 2012

Unilever

Capital

Corporation

subsidiary

issuer

Unilever

parent

entities

^(a)

Unilever

United

States Inc.

subsidiary

guarantor

Non-

guarantor

subsidiaries

Eliminations

Unilever

Group

Cash flow from operating activities

–

478

8,035

–

8,516

Income tax

–

(89

)

(135

)

(1,456

)

–

(1,680

)

Net cash flow from operating activities

–

389

(132

)

6,579

–

6,836

Interest received

–

146

–

146

Net capital expenditure

–

(1,176

)

–

(967

)

–

(2,143

)

Acquisitions and disposals

–

113

–

113

Other investing activities

(1,181

)

5,838

(98

)

(4,575

)

1,145

1,129

Net cash flow from/(used in) investing activities

(1,181

)

4,662

(98

)

(5,283

)

1,145

(755

)

Dividends paid on ordinary share capital

–

(1,368

)

(917

)

(414

)

–

(2,699

)

Interest and preference dividends paid

(147

)

(177

)

–

(182

)

–

(506

)

Change in borrowing and finance leases

(93

)

(1,866

)

–

(1,050

)

–

(3,009

)

Other movement in treasury stocks

–

187

(64

)

(75

)

–

Other finance activities

1,421

(1,814

)

1,210

(128

)

(1,145

)

(456

)

Net cash flow from/(used in) financing activities

1,181

(5,038

)

229

(1,849

)

(1,145

)

(6,622

)

Net increase/(decrease) in cash and cash equivalents

–

)

(553

)

–

(541

)

Cash and cash equivalents at the beginning of the year

–

)

2,979

–

2,978

Effect of foreign exchange rate changes

–

(11

)

–

(209

)

–

(220

)

Cash and cash equivalents at the end of the year

–

)

2,217

–

2,217


	€ million			€ million			€ million			€ million			€ million			€ million
Cash flow statement for the year ended 31 December 2011		Unilever Capital Corporation subsidiary issuer			Unilever parent entities	^(a)		Unilever United States Inc. subsidiary guarantor			Non- guarantor subsidiaries			Eliminations			Unilever Group
Cash flow from operating activities		(1	)		61			(56	)		6,635			_			6,639
Income tax		–			(71	)		(84	)		(1,032	)		–			(1,187	)
Net cash flow from operating activities		(1	)		(10	)		(140	)		5,603			–			5,452
Interest received		128			56			108			(77	)		(122	)		93
Net capital expenditure		–			(27	)		–			(1,947	)		–			(1,974	)
Acquisitions and disposals		–			(37	)		–			(1,683	)		–			(1,720	)
Other investing activities		(2,362	)		(1,134	)		(927	)		726			2,831			(866	)
Net cash flow from/(used in) investing activities		(2,234	)		(1,142	)		(819	)		(2,981	)		2,709			(4,467	)
Dividends paid on ordinary share capital		–			137			–			(2,622	)		–			(2,485	)
Interest and preference dividends paid		(112	)		(217	)		(119	)		(170	)		122			(496	)
Change in borrowing and finance leases		2,345			648			281			764			(281	)		3,757
Other movement in treasury stocks		–			151			(37	)		(84	)		–			30
Other finance activities		–			475			836			844			(2,550	)		(395	)
Net cash flow from/(used in) financing activities		2,233			1,194			961			(1,268	)		(2,709	)		411

Net increase/(decrease) in cash and cash equivalents		(2	)		42			2			1,354			–			1,396

Cash and cash equivalents at the beginning of the year		_			_			(3	)		1,969			_			1,966
Effect of foreign exchange rate changes		2			(41	)		(2	)		(343	)		–			(384	)
Cash and cash equivalents at the end of the year		–			1			(3	)		2,980			–			2,978

^(a)


28 Form 20–F		Unilever Annual Report on Form 20–F 2012

Item 18. Financial Statements continued


	€ million			€ million			€ million			€ million			€ million			€ million
Cash flow statement for the year ended 31 December 2010		Unilever Capital Corporation subsidiary issuer			Unilever parent entities	^(a)		Unilever United States Inc. subsidiary guarantor			Non- guarantor subsidiaries			Eliminations			Unilever Group
Cash flow from operating activities		–			447			(81	)		6,452			–			6,818
Income tax		–			(82	)		(148	)		(1,098	)		–			(1,328	)
Net cash flow from operating activities		–			365			(229	)		5,354			–			5,490
Interest received		184			82			–			(385	)		189			70
Net capital expenditure		–			(10	)		–			(1,691	)		–			(1,701	)
Acquisitions and disposals		–			(54	)		–			(307	)		–			(361	)
Other investing activities		1,073			(9	)		2,564			(1,059	)		(1,741	)		828
Net cash flow from/(used in) investing activities		1,257			9			2,564			(3,442	)		(1,552	)		(1,164	)
Dividends paid on ordinary share capital		–			(55	)		(2,276	)		8			–			(2,323	)
Interest and preference dividends paid		(198	)		(104	)		(10	)		7			(189	)		(494	)
Change in borrowing and finance leases		(1,062	)		(147	)		(52	)		(1,853	)		1,741			(1,373	)
Other movement in treasury stocks		–			(130	)		–			6			–			(124	)
Other finance activities		–			–			–			(295	)		–			(295	)
Net cash flow from/(used in) financing activities		(1,260	)		(436	)		(2,338	)		(2,127	)		1,552			(4,609	)

Net increase/(decrease) in cash and cash equivalents		(3	)		(62	)		(3	)		(215	)		–			(283	)

Cash and cash equivalents at the beginning of the year		–			14			(3	)		2,386			–			2,397
Effect of foreign exchange rate changes		3			48			3			(202	)		–			(148	)
Cash and cash equivalents at the end of the year		–			–			(3	)		1,969			–			1,966

^(a)

LOGO

Please refer to the exhibit list located immediately following the signature page for this Form 20-F as filed with the SEC.


Unilever Annual Report on Form 20-F 2012			Form 20-F 29


30 Form 20-F		Unilever Annual Report on Form 20-F 2012


Unilever Annual Report on Form 20-F 2012			Form 20-F 31


32 Form 20-F		Unilever Annual Report on Form 20-F 2012

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This document forms part of the Unilever Annual Report and Accounts 2012 suite of documents and is printed on Amadeus 100% Recycled Silk. This has been exclusively supplied by Denmaur Independent Papers which has offset the carbon produced by the production and delivery of this paper to the printer.

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		UNILEVER N.V.
		Weena 455, PO Box 760
		3000 DK Rotterdam
		The Netherlands
		T +31 (0)10 217 4000
		F +31 (0)10 217 4798

		Commercial Register Rotterdam
		Number: 24051830

		UNILEVER PLC
		Unilever House
		100 Victoria Embankment
		London EC4Y 0DY
		United Kingdom
		T +44 (0)20 7822 5252
		F +44 (0)20 7822 5951

		UNILEVER PLC REGISTERED OFFICE
		Unilever PLC
		Port Sunlight
		Wirral
		Merseyside CH62 4ZD
		United Kingdom

For further information on our social, economic and environmental		Registered in England and Wales
performance, please visit our website		Company Number: 41424


		WWW.UNILEVER.COM

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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 N.V.

(Registrant)

/s/ T. E. Lovell

T. E. LOVELL,

Group Secretary

Date: 8 March, 2013

UNILEVER NV — 20-F EXHIBIT LIST


Exhibit Number		Description of Exhibit

1.1		Articles of Association of Unilever N.V.

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 1

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 2

4.1		Equalisation Agreement between Unilever N.V. and Unilever PLC 3

4.2		Service Contracts of the Executive Directors of Unilever NV 4

4.3		Letters regarding compensation of Executive Directors of Unilever N.V.

4.4		Unilever North America 2002 Omnibus Equity Compensation Plan 5

4.5		The Unilever NV International 1997 Executive Share Option Scheme 6

4.6		The Unilever Long Term Incentive Plan 7

4.7		Global Share Incentive Plan 2007 8

4.8		The Management Co-Investment Plan 9

8.1		List of Subsidiaries 10

12.1		Certifications of the Chief Executive Officer and Financial Director/Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

13.1		Certifications of the Chief Executive Officer and Financial Director/Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

15.1		Annual Report and Accounts sections incorporated by reference

15.2		Consent of PricewaterhouseCoopers Accountants N.V. and PricewaterhouseCoopers LLP

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 authorized 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 Exhibit 2.2 of Form 20-F filed with the SEC on March 28,2002

2	Incorporated by reference to Exhibit 99.1 of Form S-8 filed with the SEC on February 27, 2003.

3	Incorporated by reference to Exhibit 4.1 of Form 20-F filed with the SEC on March 5, 2010.

4	Incorporated by reference to Exhibit 4.8 of Form 20-F filed with the SEC on March 4, 2010

5	Incorporated by reference to Exhibit 99.1 of Form S-8 filed with the SEC on February 27, 2003.

6	Incorporated by reference to Exhibit 4.5 of Form 20-F filed with the SEC on March 28, 2002.

7	Incorporated by reference to Exhibit 4.6 of Form 20-F filed with the SEC on March 28, 2002.

8	Incorporated by reference to Exhibit 4.7 of Form 20-F filed with the SEC on March 26, 2008.

9	Incorporated by reference to Exhibit 4.8 of Form 20-F filed with the SEC on March 4, 2010.

10	The required information is set forth on pages 130 and 131 of the 2012 Annual Report and Accounts.

Exhibit 1.1


				ARTICLES OF ASSOCIATION OF UNILEVER N.V. with its corporate seat in Rotterdam, the Netherlands dated 9 May 2012

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ARTICLES OF ASSOCIATION OF UNILEVER N.V.

with its corporate seat in Rotterdam, the Netherlands dated 9 May 2012

Please note that in case of a conflict between the Dutch version and the English version translation of the Articles of Association of Unilever N.V. the Dutch text shall prevail.

Section I

Name and registered office

Article 1

The name of the Company is Unilever N.V. and its registered office is situated in Rotterdam.

Objects

Article 2

The objects for which the Company is established are to acquire interests in companies and business enterprises and to manage and finance companies and business enterprises regardless whether these are group companies and to do all things which, directly or indirectly, may be deemed to be incidental or conducive thereto in the widest sense, including especially the carrying out of an agreement between the Company (then named Lever Brothers & Unilever N.V.) and Lever Brothers & Unilever Limited (now named Unilever PLC) – an English company with objects similar to those of Unilever N.V. – entered into on the twenty- eighth day of June nineteen hundred and forty-six, which reaffirmed an agreement dated the thirty-first day of December nineteen hundred and thirty-seven concluded by the same parties and identical in its operative provisions, and which was modified on the twentieth day of July nineteen hundred and fifty-one and on the twenty-first day of December nineteen hundred and eighty- one and on the fifteenth day of May two thousand and six and on the twentieth day of May two thousand and nine.

Definitions

Article 3

In these Articles of Association the following terms shall have the following meaning:

addition: an alteration to the share register referred to in Article 11, paragraph 5;

affiliated institution: an affiliated institution as meant in the Act on securities transactions by giro;

Board of Directors: the board of directors of the Company;

booking: a record in the share register referred to in Article 11, paragraph 1, to the extent that it relates to one or more shares for which no share certificates are outstanding;

central institute: the central institute as meant in the Act on securities transactions by giro;

Chief Executive Officer: the Chief Executive Officer referred to in article 19, paragraph 4;

collective depot: a collective depot as meant in the Act on securities transactions by giro involving shares of a particular class of shares;

Company: Unilever N.V. incorporated on the ninth day of November nineteen hundred and twenty-seven;

deletion: an alteration to the share register referred to in Article 11, paragraph 5;

depositary receipt for a share: depositary receipt for a depositary receipt for a share in the capital of the Company issued;

share: with the co-operation of the Company;

entry: an entry in the share register referred to in Article 11, paragraph 1, to the extent that it relates to one or more shares for which share certificates are outstanding;

Euronext: the stock exchange Euronext Amsterdam;

Executive Director: a member of the Board of Directors referred to in Article 19 hereof;

General Meeting: the corporate body the general meeting of shareholders or a meeting of such corporate body;

giro depot: the giro depot as meant in the Act on securities transactions by giro involving shares of a particular class of shares;

holder of a depositary receipt for a share: a holder of a depositary receipt for a share in the capital of the Company issued with the co-operation of the Company or a person to whom by law the same rights are attributed vis-à-vis the Company as those which are attributed to a holder of a depositary receipt for a share;

intermediary: an intermediary as meant in the Act on securities transactions by giro including an affiliated institution;

law: the law of the Netherlands;

Non-Executive Director: a member of the Board of Directors referred to in Article 19 hereof;

participant: a participant as meant in the Act on securities transactions by giro;

person: a natural person or a legal entity;

person authorised to attend and to vote at a General Meeting: (a) a shareholder entitled to vote, which also includes a participant, (b) a holder of a right of usufruct or a right of pledge, who is entitled to the voting right attached to the share which is subject to the right of usufruct or the right of pledge and (c) such other persons referred to in Article 29, paragraph 1; person authorised to attend a General Meeting:

(a) a shareholder, which also includes a participant,

(b) a holder of a depositary receipt for a share, and


Unilever N.V. Articles of Association			1

(c) a holder of a right of usufruct or a right of pledge, but excluding the holder of such right in respect of a share of which the voting right vests in the holder of such share and in respect of whom at the time that the right of usufruct or the right of pledge was granted the rights which by law are conferred upon holders of depositary receipts for shares issued with the co-operation of a company were withheld and (d) such other persons referred to in Article 29 paragraphs 1 and 2;

Scrip: a fractional share referred to in Article 46, paragraph 1;

Secretary: a Secretary of the Company referred to in Article 25;

shareholder: a holder of a share in the capital of the Company or the joint holders of a share referred to in Article 8, paragraph 2;

share certificate: a certificate of a share, a certificate of more than one share and a certificate of a fractional share;

statutory regulations: regulations by or pursuant to the law of the Netherlands;

6% cumpref: a share of the class of shares as defined in Article 4, paragraph 1;

7% cumpref: a share of the class of shares as defined in Article 4, paragraph 1.

Section II

Capital and division into shares

Article 4

4.1	The authorised capital of the Company is five hundred ninety-eight million eight hundred eighty-five thousand three hundred and eighteen euro (EUR 598,885,318) divided into:

seventy-five thousand (75,000) seven per cent cumulative preference shares of four hundred and twenty-eight euro and fifty-seven eurocent (EUR 428.57) each (the ‘7% cumprefs’);

two hundred thousand (200,000) six per cent cumulative preference shares of four hundred and twenty-eight euro and fifty-seven eurocent (EUR 428.57) each (the ‘6% cumprefs’);

two thousand four hundred (2,400) ordinary shares of four hundred and twenty-eight euro and fifty-seven eurocent (EUR 428.57) each; and

three billion (3,000,000,000) ordinary shares of sixteen eurocent (EUR 0.16) each.

4.2

The Company may issue shares not yet issued only pursuant to a resolution of the General Meeting or of another corporate body designated for such purpose by a resolution of the General Meeting. The issue shall be made with due regard to the statutory regulations applicable thereto and, where the authority to resolve thereon is vested in a corporate body other than the Board of Directors, not otherwise than in accordance with a proposal to such effect by the Board of Directors. The provisions of this paragraph shall apply correspondingly to the granting of rights to subscribe for shares, but shall not apply to the issue of shares to a person who is exercising a previously acquired right to subscribe for shares.

Reduction of capital

Article 5

The General Meeting may with due observance of section 2:99 of the Civil Code resolve to reduce the issued capital by a cancellation of shares or by a reduction of the nominal value of the shares by alteration of the Articles of Association.

Repurchase of shares

Article 6

6.1	The Company may acquire fully paid ordinary and preference shares in its capital as well as depositary receipts for shares also otherwise than for no consideration, subject to the statutory regulations applicable thereto.

6.2

The Company may, without authorisation of the General Meeting, acquire shares in its capital or depositary receipts for shares for the purpose of transferring such to employees in the service of the Company or of a group company by virtue of an arrangement applicable to them. These shares and depositary receipts have to be included in the price list of a stock exchange.

Section III

Shares in the giro system; collective depot; giro depot; fractional shares; share register and share certificates

Article 7

7.1

The ordinary shares of four hundred and twenty-eight euro and fifty-seven eurocent (EUR 428.57) each are numbered 1 to 2,400 inclusive. The other ordinary shares are numbered from 2,401 onwards, without prejudice to the provisions of Article 9 and Article 11 hereof, regarding the numbering of share certificates and of bookings in the share register respectively. The classes of preference shares are numbered from 1 onwards and carry an indication of their class (6% and 7%, respectively).

7.2	All shares shall be in registered form.

7.3

When a share is issued, the transfer for the purpose of incorporation of that share in the giro depot or a collective depot for the respective class of shares can be effected by the Company without the cooperation of the other affiliated institutions and the other participants in the collective depot. For that purpose it is sufficient that the Company enters the share of that class of shares in the share register in the name of the central institute or the intermediary, as the case may be, thereby stating the fact that the share has become part of the giro depot or the respective collective depot for that class of shares, as the case may be, and the other information meant in Article 11, paragraph 2, and the central institute or the intermediary, as the case may be, accepts the transfer. The ordinary shares numbered 1 to 2,400 inclusive cannot be transferred for the purpose of incorporation in a collective depot or the giro depot.

7.4	If a share is transferred for the purpose of incorporation in a collective depot, the transfer shall be accepted by the relevant intermediary. If a share is transferred for incorporation in the giro depot, the central institute shall accept the transfer. The transfer of a share for which


Unilever N.V. Articles of Association			2

a share certificate has been issued for the purpose of incorporation in a collective depot or the giro depot, can only be effected provided the share certificate has been delivered to the Company for the purpose of cancellation. The transfer and acceptance may take place without cooperation of the other participants in the collective depot and without the cooperation of other affiliated institutions.

7.5

An affiliated institution may transfer shares for the purpose of incorporation into the giro depot. The central institute may only deliver shares from the giro depot to the extent that delivery is allowed under the Act on securities transactions by giro. An intermediary may only deliver shares from the collective depot to the extent that delivery is allowed under the Act on securities transactions by giro.

7.6

The Board of Directors may split shares into fractional shares. Fractional shares of the same class, together representing the nominal amount of a share of that class, may be combined into one share by the Board of Directors at the request of the holder of such fractional shares. The provisions of these Articles of Association relating to shares, share certificates and shareholders shall also apply to fractional shares, fractional share certificates and holders of fractional shares, save in so far as the contrary is expressed or follows from the meaning of the relevant provision.

Community of property of shares or depositary receipts for shares

Article 8

8.1

If shares or depositary receipts for shares form part of a community of property other than a community of property resulting from the application of the Act on securities transactions by giro, the Company is entitled to admit one person only, designated in writing by the joint participants in that other community of property, to exercise the rights attached to such shares or depositary receipts, except where otherwise provided by law or these Articles of Association. The joint participants in that other community of property may also designate more than one person. If that other community of property comprises shares, the joint participants in that other community of property may determine at the time of the designation of the representative or thereafter – but only unanimously – that, if a joint participant in that other community of property so wishes, a number of votes corresponding to his interest in that other community of property will be cast in accordance with his instructions.

The Company shall record these instructions in the share register referred to in Article 11 hereof.

8.2	If in respect of a share the shareholder rights vest in more than one person, then in these Articles of Association, notwithstanding the provisions of the first paragraph, ‘shareholder’ shall mean the joint holders of that share.

Furthermore, when mentioning is made of a request or any other action by a shareholder, these Articles of Association shall refer to the corresponding action of a person, who is authorised to perform that action on behalf of the shareholder or pursuant to his own right to perform that action, except where otherwise provided by law or these Articles of Association.

What has been provided above, shall correspondingly apply to depositary receipts for shares issued with the cooperation of the Company.

Share certificates

Article 9

9.1

In respect of ordinary shares of sixteen eurocent (EUR 0.16) not being shares registered in the name of the central institute or an intermediary, at the request of the shareholder, registered share certificates can be issued to shareholders in addition to a booking, but only if the Board of Directors honours this request in view of stock exchange regulations applicable abroad or customary foreign stock exchange practice.

The share certificates shall be obtainable for single shares and also for as many shares as the Board of Directors may direct.

9.2	The registered share certificates shall be obtainable in the form of a mantle without dividend coupons.

9.3	The share certificates shall each bear a number to distinguish share certificates.

9.4	The mantles of the share certificates shall be signed on or before issue by two members of the Board of Directors or by a member of the Board of Directors and a Secretary. The date of signing shall be shown against the signatures.

Furthermore share certificates shall be countersigned by one or more persons designated by the Board of Directors for that purpose.

9.5	The form and text of the share certificates shall be determined by the Board of Directors with due regard to the provisions of the preceding paragraphs hereof.

9.6

Without prejudice to the provisions of Article 10 hereof, a share certificate or a part thereof may be cancelled only if surrendered to the Company for cancellation or if it relates to a share cancelled with due regard to the statutory regulations. Cancellation shall be effected by or by virtue of a resolution of the Board of Directors.

Duplicate share certificates

Article 10

10.1

Without prejudice to the provisions of the law the Board of Directors may, to replace any share certificate lost, mislaid or damaged, issue in place thereof, subject to such conditions and on such security being given as the Board of Directors shall deem necessary, either a new share certificate, or a duplicate bearing the same number as the document which it replaces and showing clearly that it is a duplicate.

10.2	At the time of issue of such new document or duplicate the document which it replaces shall become null and void.

10.3	Any expenses incurred in complying with the conditions stipulated by the Board of Directors and in issuing the new document or duplicate may be charged to the applicant.


Unilever N.V. Articles of Association			3

Share register

Article 11

11.1

By or on behalf of the Company a register shall be kept which shall record for each shareholder not being a participant, his name, the address to which he wishes any communications or documents relating to his share to be sent and, in the case of shares for which share certificates are outstanding, the number of such share certificate.

Entries and bookings shall be recorded separately even though they concern one and the same shareholder.

11.2

In the event that shares have been transferred to an intermediary for the purpose of incorporation in a collective depot or to the central institute for the purpose of incorporation in the giro depot, the name and address of the intermediary or the central institute, as the case may be, shall be entered in the register, together with the date on which the shares have been incorporated in a collective depot or the giro depot, as the case may be, as well as the date of acknowledgement or service of transfer.

11.3	The register mentioned in paragraph 1 may consist of several parts, and it may be kept either wholly or partly, in more than one original copy and in more than one place, at the Board of Directors’ discretion.

The form and contents of the share register and the particulars to be recorded therein shall be determined by the Board of Directors with due regard to the provisions of this Article and the relevant statutory regulations. The Board of Directors may determine that the records shall vary according to whether they relate to entries in respect of shares for which share certificates have been issued, or to bookings.

11.4	Where particulars of an entry or booking or any alteration therein are recorded at the shareholder’s request, the Board of Directors may stipulate that such request shall be made in writing and be duly signed by the shareholder.

11.5

Each booking shall relate to one class of shares only. It shall be given a number or a letter or letters together with a number, and it shall record for each shareholder the number and class of shares held by him and, besides the particulars mentioned in paragraph 1 hereof, the way in which he wishes payment to be made of dividends and any other cash distributions due to him on such shares. With due observance of the provisions of Article 41 payment shall be made into a bank account in the Netherlands, unless the Board of Directors at the shareholder’s request allows payment to be effected otherwise.

11.6	If there is any alteration in any of the particulars recorded in a booking, such alteration shall be recorded against the booking in the share register.

11.7

Every initial booking and every addition or deletion shall show the date on which it is recorded in the register and shall be certified by means of the signatures of a member of the Board of Directors and of a Secretary. The Board of Directors may decide that the signature of a member of the Board of Directors or of a Secretary or of both may be

substituted by the signature of persons specially authorised for that purpose by the Board of Directors, provided always that every booking, addition or deletion shall in all cases be certified by means of two different signatures.

11.8

The Company shall have discharged its obligations arising from the rights attached to a registered share if, in fulfilment thereof, it relies on the particulars recorded in the share register in accordance with the provisions of the preceding paragraphs hereof and of Article 8 hereof and shall bear no responsibility for acts as referred to in this Article and in Articles 8, 12, 13 and 14 hereof which it performs at the request of a person whom it takes in good faith to be the person entitled to exercise the rights concerned or his representative. The Company shall not be obliged to examine the authenticity of signatures, power of disposition, power of representation or capacity to act, unless in the circumstances of the case failure to do so would be considered to be gross negligence on the part of the Company.

Exchange of registered share certificates

Article 12

12.1

If the holder of one or more registered share certificates lodging these with the Company for cancellation so requests then, subject to the provisions of Articles 7 and 9 hereof and any directions given by virtue thereof, he shall instead of such share certificates and for the same total nominal amount have issued to him one or more new share certificates, each for as many shares as he requests and/or have a new booking or addition, as mentioned in Article 11 hereof, recorded in his name in the share register.

12.2

If a shareholder in whose name a booking has been recorded so requests then, subject to the provisions of Articles 7 and 9 hereof and any directions given by virtue thereof, he shall instead of such booking and after deletion thereof, have issued to him one or more share certificates for the same total nominal amount, each for as many shares as he requests.

12.3	The Board of Directors may require a request as mentioned in this Article to be made on a form obtainable free of charge from the Company which shall be signed by the shareholder.

12.4

A request by a shareholder as mentioned in Article 11, paragraph 3 hereof or as mentioned in this Article, and the lodgment with the Company of a share certificate or of an instrument as referred to in Article 13, paragraph 3, hereof, shall be made at the place to be designated for this purpose by the Board of Directors. Different places may be designated for different classes of shares.

12.5	For each cancellation or issue of a share certificate pursuant to the provisions of this Article and of Article 13 hereof the Company shall be entitled, subject to the relevant statutory regulations, to charge a reasonable sum to the applicant.

12.6	The provisions of this Article are mutatis mutandis applicable to those who hold a right of usufruct or a right of pledge on one or more shares.


Unilever N.V. Articles of Association			4

Section IV

Transfer of shares

Article 13

13.1	The following provisions shall apply to the transfer of a share, notwithstanding Article 7, paragraphs 3 up to and including 5.

13.2

The transfer of a share shall require an instrument intended for such purpose and, save when the Company itself is a party to such legal act, the written acknowledgement by the Company of the transfer. The acknowledgement shall be made in the instrument or by a dated statement on the instrument or on a copy or extract thereof mentioning the acknowledgement signed as a true copy by the notary or the transferor, or in the manner referred to in paragraph 3. Service of such instrument or such copy or extract on the Company shall be considered to have the same effect as an acknowledgement. The instrument may be placed on the reverse side of a share certificate. In the case of a transfer of shares not paid up in full, the acknowledgement may be made only if the instrument has a recorded, or otherwise fixed, date.

13.3

Where a share certificate has been issued for a share the surrender to the Company of the share certificate shall also be required for such transfer. Such requirement shall not apply if the share certificate has been lost, stolen or destroyed and cannot be replaced according to Article 10. If the share certificate is surrendered to the Company, the Company may acknowledge the transfer by making an annotation on such share certificate as proof of the acknowledgement or by replacing the surrendered certificate by a new share certificate registered in the name of the transferee with due observance of Article 9, paragraph 1.

13.4	After deletion of the existing booking in the share register an initial booking or an addition as referred to in Article 11 shall be recorded in the name of the person entitled to the share.

Additional transfer requirements

Article 14

14.1	The provisions of Article 13 hereof shall apply correspondingly to:

the allocation of a share upon the division of any community of property;

the creation and transfer of a right of usufruct or the creation of a right of pledge on a share. A pledge may also be established without an acknowledgement by or service on the Company. In that case section 3:239 of the Civil Code shall apply mutatis mutandis, whereby the acknowledgement by or service on the Company shall take the place of the notice referred to in paragraph 3 of that section.

14.2

The transfer of a share as a result of a foreclosure shall take place in accordance with the relevant statutory regulations in force, provided that if a share certificate for the share is outstanding the lodgment of the share certificate with the Company shall also be required for the transfer of ownership.

Section V

Special provisions relating to the ordinary shares numbered 1 to 2,400 inclusive

Article 15

15.1	Ordinary shares belonging to the series numbered 1 to 2,400 inclusive may be transferred by the holder only to one or more other holders of such shares numbered 1 to 2,400 inclusive.

15.2	The provisions of the preceding paragraph of this Article may be deviated from with the consent of all the holders of the ordinary shares numbered 1 to 2,400 inclusive, given unanimously at a meeting of such holders at which all such holders are present or represented.

15.3	Before acknowledgement of a transfer is effected, the Board of Directors shall ascertain that the provisions laid down for such transfer have been duly complied with.

Article 16

16.1

On the death of a holder of any ordinary share bearing one of the numbers 1 to 2,400 inclusive – or on the dissolution of a partnership, association or company being a holder of such share – the heirs-at-law, legal successors or liquidators shall be bound, within three months at the latest after the date of such death or after the date of the resolution for such dissolution, to offer all the shares registered in the name of their legal predecessor or in the name of such partnership, association or company, successively and in such order as they may desire, to all the other holders of such shares at a price based on the price last quoted on Euronext for the ordinary shares of the Company prior to the date of the offer.

16.2

The heirs-at-law, legal successors or liquidators mentioned in the preceding paragraph shall, not later than three months after the date of the said death or resolution for dissolution, give notice thereof in writing to the Board of Directors, specifying the person or persons to whom, in accordance with the provisions aforesaid, they wish the transfer of the said shares numbered 1 to 2,400 inclusive, belonging to their legal predecessor or the partnership, association or company as the case may be to be effected, at the same time lodging with the Board of Directors an instrument of transfer of ownership, as mentioned in Article 13, paragraph 2 hereof.

16.3	The provisions of the foregoing paragraphs of this Article may be deviated from with the consent of all the holders of the ordinary shares numbered 1 to 2,400 inclusive, given unanimously at a meeting of such holders, at which all such holders are present or represented.

Article 17

17.1

If the notice mentioned in the preceding Article hereof, together with the specification and the instrument have not been lodged with the Board of Directors within the period stated in the said Article, the Board of Directors shall notify the other holders of the ordinary shares numbered 1 to 2,400 inclusive accordingly, at the same time convening a meeting of the holders of such shares. This meeting shall then designate one or more holders of the said shares who are prepared to take over the shares in question, to whom


Unilever N.V. Articles of Association			5

the heirs-at-law, legal successors or liquidators concerned shall be bound to transfer such shares forthwith at a price based on the price last quoted on Euronext for the ordinary shares of the Company prior to the date of such designation.

17.2

The chairman of the said meeting shall have the designation mentioned in the preceding paragraph hereof communicated forthwith to the Board of Directors and the Board of Directors shall notify the heirs-at-law, legal successors or liquidators concerned accordingly within fourteen days after such meeting.

17.3

In the event of the heirs-at-law, legal successors or liquidators failing to transfer all the said shares registered in the name of their legal predecessor or in the name of the dissolved partnership, association or company, to the person or persons designated by the said meeting within fourteen days after notification of such designation to them, the Board of Directors may effect such transfer themselves by signing on their behalf an instrument as mentioned in Article 13, paragraph 2 hereof; such transfer shall be recorded at the same time in the share register mentioned in Article 11 hereof.

Article 18

All announcements and communications required by the foregoing Articles of this Section shall be in writing.

Section VI

Management

Article 19

19.1	The management of the Company shall be conducted by a Board of Directors.

19.2	The Board of Directors shall consist of one or more Executive Directors and Non-Executive Directors.

19.3	Only natural persons can be Non-Executive Directors.

19.4	The Board of Directors shall determine the number of Executive Directors and the number of Non-Executive Directors. The Board of Directors may appoint one of the Executive Directors as Chief Executive Officer for such period as the Board of Directors may decide.

19.5	The Executive Directors and Non-Executive Directors shall be appointed by the General Meeting in the manner provided in this paragraph. Members of the Board of Directors can only be nominated for appointment by the General Meeting:

on the proposal of the Board of Directors;

on the proposal of one or more shareholders or holders of depositary receipts for shares who alone or together meet the requirements of Article 28, paragraph 5, provided (i) the proposal has been notified to the Board of Directors on a date not later than the sixtieth day before the day of the General Meeting and (ii) the person to be nominated has confirmed in writing that he accepts the nomination and is prepared to accept a nomination to be appointed as member of the ‘board of directors’ of Unilever PLC.

Where a resolution to appoint a person as a member of the Board of Directors is passed at a General Meeting of the Company such appointment shall not become effective unless or until a resolution to appoint such person as a member of the ‘board of directors’ of Unilever PLC has been or is passed at the corresponding general meeting of Unilever PLC or at any adjournment thereof (and if such a resolution has not been or is not passed, such appointment shall not be capable of becoming effective). The corresponding general meeting of Unilever PLC means the Unilever PLC general meeting which is closest in time to, or which takes place at the same time as, the relevant General Meeting of the Company.

Pending one or more vacancies the Board of Directors remains properly constituted.

19.6	A resolution to appoint a member of the Board of Directors in a General Meeting can only be validly taken in respect of a person nominated whose name was included in the agenda of such General Meeting or in the notes thereto.

19.7	The remuneration of the Executive Directors shall be determined by the Board of Directors.

19.8	Each of the Non-Executive Directors shall be paid a fee at such rate as may from time to time be determined by the Board of Directors provided that the aggregate of all fees so paid per annum to Non-Executive Directors shall not exceed the amount per annum decided by the General Meeting.

19.9	Unless Dutch law provides otherwise, the following shall be reimbursed to current and former members of the Board of Directors:

the reasonable costs of conducting a defence against claims (also including claims by the Company) based on acts or failures to act in the exercise of their duties or any other duties currently or previously performed by them at the Company’s request;

any damages payable by them as a result of an act or failure to act as referred to under a;

the reasonable costs of appearing in other legal proceedings in which they are involved as current or former members of the Board of Directors, with the exception of proceedings primarily aimed at pursuing a claim on their own behalf.

There shall be no entitlement to reimbursement as referred to above if and to the extent that (i) a Dutch court has established in a final and conclusive decision that the act or failure to act of the person concerned may be characterised as wilful (‘opzettelijk’), intentionally reckless (‘bewust roekeloos’) or seriously culpable (‘ernstig verwijtbaar’) conduct, unless Dutch law provides otherwise or this would, in view of the circumstances of the case, be unacceptable according to standards of reasonableness and fairness, or (ii) the costs or financial loss of the person concerned are covered by an insurance and the insurer has paid out the costs or financial loss. If and to the extent that it has been established by a Dutch court in a final and conclusive decision that the person concerned is not entitled to reimbursement as referred to above, he shall immediately


Unilever N.V. Articles of Association			6

repay the amount reimbursed by the Company. The Company may request that the person concerned provide security for his repayment obligation. The Company may take out liability insurance for the benefit of the persons concerned. The Board of Directors may by agreement or otherwise give further implementation to the above.

19.10

The appointment of a Director in itself does not constitute a labour agreement (‘arbeidsovereenkomst’) between the Director and the Company.

Annual resignation and dismissal

Article 20

20.1

All Executive Directors shall retire each year at the Annual General Meeting provided however that the effective time of the resignation shall be as soon as the resolution to appoint at least one Executive Director has become effective pursuant to Article 19, paragraph 5. All Non-Executive Directors shall retire each year at the Annual General Meeting provided however that the effective time of the resignation shall be as soon as the resolution to appoint at least one Non-Executive has become effective pursuant to Article 19, paragraph 5.

Members of the Board of Directors are eligible for immediate reappointment, subject to the provisions of Article 19.

20.2	The General Meeting may at any time remove or suspend any member of the Board of Directors. The resolution referred to in the preceding sentence shall state the reasons therefore.

Chairman of the Board of Directors

Article 21

21.1	The Board of Directors shall appoint one of the Non-Executive Directors to be its Chairman for such period as the Board of Directors may decide.

21.2

The Board of Directors may appoint one or more of the Non-Executive Directors as Vice-Chairman of the Board of Directors for such period as the Board of Directors may decide. If the Chairman is absent or unwilling to take the chair, a Vice-Chairman shall be entrusted with such of the duties of the Chairman entrusted to him by these Articles of Association as the Board of Directors may decide.

21.3

If no Chairman has been appointed or if the Chairman is absent or unwilling to take the chair, a meeting of the Board of Directors shall be presided over by a Vice-Chairman or in the event of his absence or unwillingness to take the chair, by a member of the Board of Directors or another person present designated for such purpose by the meeting.

Meetings

Article 22

22.1	Meetings of the Board of Directors may be called at any time, either by one or more members of the Board of Directors or, on his or their instructions, by a Secretary.

22.2	The Secretaries may attend the meetings of the Board of Directors.

The Board of Directors may decide to permit others to attend a meeting as well.

Powers, restrictions

Article 23

23.1	The Board of Directors shall be entrusted with the management of the Company and shall for such purpose have all the powers within the limits of the law that are not granted by these Articles of Association to others.

23.2

The Board of Directors may entrust the Chief Executive Officer with the operational management of the Company and the business enterprise connected therewith. The Board of Directors may entrust the Chief Executive Officer furthermore with the preparation of the decision making process of the Board of Directors and the implementation of the decisions taken by the Board of Directors to the extent that the Board of Directors has not instructed a committee to do so or has not decided otherwise.

For the purposes of this paragraph, paragraph 3 and paragraph 6, if no Chief Executive Officer is appointed these powers shall be exercised and these duties shall be fulfilled by the Executive Directors jointly.

23.3	The Chief Executive Officer shall determine which duties regarding the operational management of the Company and the business enterprises connected therewith will be carried out under his responsibility by one or more other Executive Directors or by one or more other persons.

23.4

The Non-Executive Directors shall supervise the policy and the fulfilment of duties of the Chief Executive Officer or of the Executive Directors, respectively, and the general affairs of the Company and they shall be furthermore entrusted with such duties as are and shall be determined by or pursuant to these Articles of Association.

23.5

The Board of Directors may establish such committees as it may deem necessary which committees may consist of one or more members of the Board of Directors or of other persons. The Board of Directors appoints the members of each committee and determines the tasks of each committee. The Board of Directors may at any time change the duties and the composition of each committee.

23.6	Timely the Chief Executive Officer shall provide the Non-Executive Directors with all information which is required for the exercise of their duties.


Unilever N.V. Articles of Association			7

23.7	Without prejudice to its other powers and duties, the Board of Directors is authorised to raise money by issues of notes, to dispose of interests in companies and business enterprises and to enter into transactions:

in respect of a subscription for shares imposing special obligations upon the Company;

concerning the acquisition of shares upon terms differing from those upon which membership in the Company is offered to the public;

having for their object to secure some advantage to one of the founders of the Company or to a third party concerned in its formation;

relative to payments upon shares other than in cash, without being subject to any restriction in this respect.

23.8	In the event of the absence or inability to act of one or more members of the Board of Directors, the powers of the Board of Directors remain intact.

In the event of the absence or inability to act of all members of the Board of Directors, the Secretaries, acting jointly, or the only Secretary in office, shall temporarily be responsible for the management of the Company until the vacancies have been filled.

In the event of the absence or inability to act of all members of the Board of Directors the Secretaries or the only Secretary in office will as soon as possible take the necessary measures required for a permanent solution.

Representation

Article 24

24.1	The Board of Directors shall represent the Company.

24.2

The Company shall also be represented by the Chief Executive Officer (if appointed) as well as by two other Executive Directors acting jointly. In addition, except in the case of representation by virtue of a special power of attorney and in the cases mentioned in paragraph 5 of this Article and in Article 9, paragraph 4, the Company shall be represented either by an Executive Director together with a Secretary or an attorney or by two Secretaries or by one Secretary together with an attorney or by two attorneys, in the last case subject to the limitations imposed upon the powers of any such attorneys on or after their appointment.

The Board of Directors shall have the power, without prejudice to its responsibility, to cause the Company to be represented by one or more attorneys. These attorneys shall have such powers as shall be assigned to them on or after their appointment and in conformity with these Articles of Association, by the Board of Directors.

The Non-Executive Directors have no power to represent the Company.

24.3

The signing of mantles of share certificates, extracts from the register referred to in Article 11 hereof and notes issued by the Company may be effected by stamping or printing in facsimile the signatures of those who are authorised by virtue of these Articles of Association to represent the Company for such purpose.

24.4

A document which persons, solely or jointly empowered to represent the Company in pursuance of paragraph 2 hereof, have signed as a certified true copy of or extract from the minutes of a General Meeting, of a meeting of holders of a class of shares or of a meeting of the Board of Directors shall as between the Company and third parties be proof of a valid resolution by such meetings in accordance with the contents of such copy or extract.

24.5	If the Company is a shareholder, supervisory director or director of another corporate body, it may also be represented as such at meetings of shareholders, supervisory directors or the board of such corporate body by one Executive Director authorised for this purpose by the Board of Directors.

24.6

If an Executive Director is acting in his personal capacity when entering into an agreement with the Company or when conducting any litigation against the Company, the Company may be represented, with due observance of the provisions of paragraph 2 hereof by the other Executive Directors, unless the General Meeting appoints another person for that purpose to represent the Company. In the event that an Executive Director has a conflict of interest vis-à-vis the Company in any other manner than as described in the first sentence of this paragraph, every Executive Director, subject to the provisions of paragraph 2 hereof, shall have power to represent the Company.

Secretaries

Article 25

25.1	The Board of Directors may appoint one or more Secretaries from outside its members.

25.2	A Secretary shall have such powers as are assigned to him by these Articles of Association and, subject to these Articles of Association, by the Board of Directors on or after his appointment.

25.3	A Secretary may be removed from office at any time by the Board of Directors.

Regulations

Article 26

26.1

With due observance of these Articles of Association the Board of Directors may adopt one or more sets of regulations dealing with such matters as its internal organisation, the manner in which decisions are taken, the composition, the duties and organisation of committees and any other matters concerning the Board of Directors, the Chief Executive Officer (if appointed), the Executive Directors and the committees established by the Board of Directors. The regulations may determine – if and as far as legally possible – that one or more of the members of the Board of Directors may in a legally valid way take resolutions regarding matters belonging respectively to his or their duty.

26.2.

Regulations dealing with matters concerning General Meetings will be placed on the Company’s website.


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Section VII

Meetings of holders of a class of shares

Article 27

The provisions of the Articles 28 to 33 inclusive and of Article 35 hereof relating to the General Meeting shall, save in so far as is otherwise expressed or follows from the meaning of the relevant provision, apply correspondingly to the meeting of holders of preference shares, to the meeting of holders of preference shares of a particular class and the meeting of ordinary shareholders and – subject to the provisions of Article 36 hereof – to the meeting of the holders of ordinary shares of four hundred and twenty-eight euro and fifty-seven eurocent (EUR 428.57) each numbered 1 to 2,400 inclusive.

Place of meetings. Convocation. Registration date

Article 28

28.1	The General Meetings shall be held at Rotterdam, Vlaardingen, The Hague, Utrecht, Amsterdam or Haarlemmermeer at such time and place as the Board of Directors shall decide.

28.2	The notice convening a General Meeting shall be issued by or on behalf of the Board of Directors in the manner as referred to in Article 33 hereof. The notice shall be given in compliance with the notice period authorized by law.

28.3	The notice shall state which requirements shareholders and holders of depositary receipts for shares must meet under the provisions of Article 29 hereof, in order that they may attend the General Meeting or be represented thereat by proxy and that they may exercise their rights.

28.4	The notice shall state the business to be transacted as well as the other information prescribed by law or these Articles of Association.

28.5

Proposals by shareholders or holders of depositary receipts for shares shall be put on the agenda only if they have been lodged in writing with the Board of Directors by one or more shareholders or holders of depositary receipts for shares who alone or together represent at least one-hundredth of the issued capital or who represent the market value in shares as set in respect thereto by or pursuant to the law on a date not later than the sixtieth day before the day of the meeting. The aforementioned proposals have to be submitted well-motivated or accompanied with a proposal for a resolution.

Such written proposal may be submitted electronically subject to a regulation adopted by the Board of Directors.

For this purpose, holders of shares which do not form part of a collective depot or the giro depot shall at the same time state the numbers of the share certificates and/or of the bookings for the shares held by them and holders of shares who are entitled as a participant to a collective depot shall deliver a written statement from the intermediary confirming that the number of shares mentioned in the statement forms part of a collective depot and that the person mentioned in the statement is a participant for the portion of the issued share capital or the market value mentioned in the statement on the day on which proposals are lodged in writing with the Board of Directors, or by other

means to the satisfaction of the Board of Directors. The provisions of the preceding sentence shall correspondingly apply to depositary receipts for shares and to holders of depositary receipts for shares.

Admittance to a General Meeting

Article 29

29.1	The persons who derive their right to attend shareholders’ meetings from their shares are entitled to speak at a General Meeting and to the extent a voting right accrues to them exercise such voting right.

The Board of Directors may resolve that each person authorised to attend a General Meeting may, either in person or by written proxy, by electronic means of communication directly take note of the business transacted at a General Meeting.

The Board of Directors may resolve that each person authorised to attend and to vote at a General Meeting may by electronic means of communication, either in person or by written proxy, (i) vote at that meeting and/or (ii) participate in that meeting. For that purpose it must be secured that such person can be identified through the electronic means of communication, that such person can directly take note of the business transacted at the General Meeting concerned and that such person can exercise his voting rights.

The Board of Directors may attach conditions to the use of the electronic means of communication, which conditions shall be announced at the convocation of the General Meeting and shall be posted on the Company’s website.

29.2

Besides the persons mentioned in paragraph 1 hereof, only members of the Board of Directors and the Secretaries and persons whom the meeting or its chairman may admit shall be entitled to attend the meeting, as well as – in the General Meeting that resolves on adoption of the Annual Accounts – the auditor to whom the instruction is given to render a statement with respect to the Company’s financial accounting documents. The Board of Directors may determine that members of the Board of Directors who are not physically present in the General Meeting may by electronic means of communication (i) have admittance to the General Meeting and (ii) – if they can directly take note of the business transacted at the General Meeting – can participate in the General Meeting. The Board of Directors may determine that holders of shares in Unilever PLC, their proxies and other persons not authorised to vote who are not physically in the General Meeting and are present in a Unilever PLC general meeting or elsewhere in another venue may by (joint) electronic means of communication (i) have admittance to the General Meeting and (ii) – if the communication requirements of paragraph 3 of this Article are satisfied – have the right to speak in the General Meeting. The chairman of the General Meeting is, in connection with the keeping of good order at the meeting or otherwise, entitled to take at any moment after admittance has been granted appropriate measures with respect to persons referred to in this paragraph, such as withdrawing the right to speak in the General Meeting, withdrawing the admittance to the General Meeting and/or withdrawing the connection, which measures shall not


Unilever N.V. Articles of Association			9

invalidate the business conducted at the General Meeting. Without prejudice to the other provisions of this Article, the Board of Directors may make arrangements for a General Meeting of the Company to be held partially or entirely simultaneously with a general meeting of PLC with respect to the admittance to the General Meeting of the Company from one or more locations and with respect to addressing the General Meeting of the Company and the general meeting of PLC simultaneously from one or more locations.

29.3	The Board of Directors shall determine the location at which any General Meeting of the Company shall take place in accordance with these Articles of Association.

Where the Board of Directors determines that other persons as mentioned in the previous paragraph have admittance to the General Meeting, adequate facilities shall be made available (including by use of any means of communication) to ensure that those persons at each location have a reasonable opportunity to see and hear any other person who is entitled to address the meeting from any other location, and, if addressing the meeting, have a reasonable opportunity to be seen and heard by any other who is present in a meeting at any other location.

Where, upon commencement of or during any General Meeting, a General Meeting does not, or ceases to, satisfy the requirements of the previous sentence, the chairman of the General Meeting shall adjourn the meeting and such adjournment shall be communicated to each relevant location as soon as possible.

The chairman of the General Meeting may take such action as he deems necessary to attempt to continue the business of the meeting, including temporarily adjourning the meeting for such length as he deems necessary to resolve any communication issues.

In the event of an adjournment, any business conducted at the General Meeting shall not be treated as invalid by reason of the circumstances leading to the adjournment. If the communication cannot be restored within the period of such adjournment, the chairman of the General Meeting shall continue the meeting. The General Meeting will remain fully entitled to deliberate about and to resolve on all agenda items.

29.4

A person who derives his right to attend shareholders’ meetings from his shares or his representative is only admitted to the General Meeting, when the Company has received a written notification of his intention to attend the meeting, at the place and ultimately on the day as referred to in the notice of the meeting.

29.5

Persons entitled to attend the General Meeting are those who at the record date laid down by law have these rights derived from their shares and have been registered as such in a register designated by the Board of Directors for that purpose, regardless of who would have been entitled to attend the General Meeting based on the rights derived from shares if no record date as contemplated in this paragraph should have been determined. The record date shall be the twenty-eighth day prior to the day of the meeting, unless the law prescribes another record date or

offers the opportunity for another record date. In the latter case the Board of Directors shall determine the record date. The convocation notice for the meeting shall state the record date and the manner in which the persons who derive their right to attend the General Meeting from their shares may register and exercise their rights.

29.6

The Board of Directors may decide that persons entitled to attend and to vote at a General Meeting may, within a period prior to the General Meeting to be set by the Board of Directors, which period cannot begin prior to the record date as meant in the previous paragraph, cast their votes electronically in a manner to be decided by the Board of Directors and/or, if permitted by law, by post. Votes cast in accordance with the previous sentence are equal to votes cast at the meeting.

29.7	In the event that the powers mentioned in paragraph 1 will be exercised by a proxy authorised in writing, the proxy must have been received by the Company by not later than the date determined by the Board of Directors as referred to in paragraph 6.

The requirement that a power of attorney (proxy) must be in writing is satisfied when the power of attorney is recorded electronically.

29.8	The provisions in this Article shall apply correspondingly to depositary receipts for shares and to the holders of such depositary receipts for shares.

Number of votes

Article 30

The person who is authorised by virtue of these Articles of Association to exercise the voting right attaching to one or more shares at the General Meeting may cast as many votes in respect of his shares as the number of complete times the nominal value of the smallest share is comprised in the total nominal amount of his shares.

Chairman, minutes

Article 31

31.1

The Chairman (if any) of the Board of Directors or, in his absence, a vice-chairman (if any) shall preside as chairman at every General Meeting. If: (i) there is no Chairman or vice chairman; or (ii) at any meeting neither the Chairman nor any vice chairman is present within five minutes after the time appointed for the commencement of the meeting; or (iii) neither the Chairman nor any vice chairman is willing to act as chairman; or (iv) during the course of a meeting, the chairman is not anymore capable of chairing the meeting, the chairman of the meeting shall be chosen as follows: (a) the Directors participating in the meeting shall choose one of the Directors present, to act; or (b) if one Director only is present he shall preside as chairman if willing to act; or (c) in case of the situations described in sub-paragraphs (i) to (iii) inclusive of this paragraph, if no Director is present, or if each of the Directors present declines to take the chair, the persons present and entitled to vote shall appoint one of their number to be chairman; or (d) , in case of the situation described in sub-paragraph (iv) of this paragraph, if at that moment no Director is present, or if each of the Directors present declines to take the chair, the person nominated by the Directors to act as chairman of the meeting in such


Unilever N.V. Articles of Association			10

circumstances shall preside as the chairman, or if no such person has been nominated, the persons present at the meeting and entitled to vote at the general meeting shall appoint one of their number as chairman.

31.2

The minutes of the General Meeting – unless the business transacted thereat is recorded by a notary – shall be taken by a person to be designated for this purpose by the Board of Directors. The minutes shall include the full text of the resolutions adopted by the General Meeting and, at the request of a person who was entitled to address the meeting, the concise content of what he said, and further all that which the Chairman of the meeting may deem necessary. The minutes shall be finally settled and signed by the Chairman of the meeting and by the person referred to in the first sentence of this paragraph.

Resolutions

Article 32

32.1	All resolutions by a General Meeting shall, except where the law or these Articles of Association otherwise provide, be passed by an absolute majority of the votes cast. Withheld or invalid votes shall not count.

32.2	The Chairman of the meeting determines the method of voting.

32.3	In the event of an equality of votes concerning persons, lots shall be drawn; in the case of other matters than persons the resolution shall be deemed to have been rejected.

Notices, notifications and announcements

Article 33

All notices by the Company shall be given by an announcement on the Company’s website, which announcement must be permanently and directly accessible until the General Meeting. The Board of Directors may resolve that the notices as referred to in the previous sentence also will be published in at least two Dutch daily newspapers to be selected by the Board of Directors. Other notifications and announcements by the Company shall be made in the manner determined by the Board of Directors.

The provisions of this article shall apply save in so far as otherwise provided in these Articles of Association and without prejudice to any additional, legal or regulatory publication requirements.

Annual General Meeting

Article 34

34.1	The General Meetings shall be distinguished between Annual General Meetings and extraordinary General Meetings and shall be convened by the Board of Directors.

34.2	The Annual General Meeting shall be held not later than the month of June.

34.3	The agenda for the Annual General Meeting shall in any case include the following items:

consideration of the Annual Report submitted by the Board of Directors including a separate chapter as meant in the code referred to in section 2:391, paragraph 5 of the Civil Code;

adoption of the Annual Accounts drawn up by the Board of Directors, which Annual Accounts include the appropriation of the profit realised in the preceding

financial year, subject to the provisions of Article 38 hereof;

the granting of discharge to the Executive Directors for the fulfilment of their task in the preceding financial year;

the granting of discharge to the Non-Executive Directors for the fulfilment of their task in the preceding financial year;

appointment of Executive Directors and Non-Executive Directors;

appointment of one or more experts charged with the auditing of the Annual Accounts for the current year or charged with rendering a statement with respect to the Company’s financial accounting documents;

consideration of the other items on the agenda referred to in Article 28 hereof.

Extraordinary General Meetings

Article 35

Extraordinary General Meetings shall be held whenever the Board of Directors so decides or at the request by one or more shareholders and holders of depositary receipts for shares together representing at least one-tenth of the issued capital who make a request to that effect in writing to the Board of Directors, specifying the resolutions which they wish to be considered. The provisions of the second sentence of Article 28, paragraph 5 shall hereby apply correspondingly.

Meetings of holders of ordinary shares numbered 1 to 2,400 inclusive

Article 36

The following special arrangements shall apply to meetings of the holders of the ordinary shares of four hundred and twenty-eight euro and fifty-seven eurocent (EUR 428.57) each numbered 1 to 2,400 inclusive:

a.	meetings of the holders of these shares may be convened by notice sent out at least seven days – in cases of urgency five days – prior to the date of the meeting;

b.	such meetings shall be held at the place mentioned in the convocation and shall themselves provide for their conduct and for the taking of minutes of the business transacted thereat;

c.	the agenda of the business to be dealt with at such meetings need not be included in the notice, nor have been made available for inspection in the manner provided in Article 28, paragraph 4, hereof;

d.	such meetings may also be called by any holder of one or more such shares;

e.	if all the holders of such shares are present or represented thereat such meeting, even in case it has not been convened in accordance with the relative provisions of these Articles of Association, shall, with the approval of all present, be deemed to have been validly convened.

Section VIII

Financial year, Annual Accounts

Article 37

37.1	The financial year of the Company is the calendar year.

37.2

If by virtue of the agreement referred to in Article 2 hereof any claim against or liability towards Unilever PLC arises for the Company as a result of the declaration of the dividends to be distributed for the financial year by the Company and by Unilever PLC, such claim or liability shall be credited or debited as the case may be to the Company’s Profit and Loss Account for that financial year.


Unilever N.V. Articles of Association			11

37.3

The Company shall make the Annual Accounts, the Annual Report, the declaration issued by the auditor as well as the other financial accounting documents that the Company must make available pursuant to statutory regulations, available within the periods prescribed by the law and in the manner prescribed by the law.

37.4	Adoption of the Annual Accounts shall be made by the General Meeting.

Allocation of profits

Article 38

38.1

The profit shown by the adopted Annual Accounts for the preceding financial year shall, after the reserves which have to be kept by virtue of the law or the agreement referred to in Article 2 hereof have where necessary been provided therefrom and losses not yet covered from previous years have been made good and after the reserves deemed necessary by the Board of Directors have been provided, be applied as follows.

38.2

Firstly, to the holders of the 7% cumprefs and 6% cumprefs shall be paid a dividend of seven per cent and six per cent, respectively calculated on the basis of the original nominal value of their shares in Dutch guilder, being a nominal value of one thousand Dutch guilder (NLG 1,000) for the 7% cumprefs and a nominal value of one thousand Dutch guilder (NLG 1,000) for the 6% cumprefs. For the purposes of this calculation, the nominal value originally in Dutch guilder will be converted into euro at the official conversion rate.

38.3

If the amount of the profit remaining after application of paragraph 1 hereof is not sufficient to implement in full the provisions of paragraph 2 hereof, such amount shall be distributed among the holders of the 7% cumprefs and 6% cumprefs in such manner that the percentages of dividend payable on the 7% cumprefs and 6% cumprefs shall be in the ratio of seven to six.

38.4

In the event mentioned in paragraph 3 hereof, the deficit shall be made good in subsequent years, provided always that the profits of subsequent years remaining after implementation of the provisions of paragraphs 1 and 2 hereof in respect of such profits shall first be applied in making good the arrears in the dividends for previous years so that, if insufficient profit remains to make good these arrears, the percentages of dividend paid in order to make good the arrears of dividend on the 7% cumprefs and 6% cumprefs shall be in the ratio of seven to six.

38.5	The profits remaining after the provisions of the preceding paragraphs have been applied shall be distributed to the holders of the ordinary shares in proportion to the nominal value of their respective holdings of ordinary shares.

Interim distributions

Article 39

The Board of Directors may resolve to make an interim distribution on shares in so far as an interim statement of assets and liabilities shows that the Company’s capital and reserves are higher than the sum of the paid-up and called capital plus the reserves which have to be kept by virtue of the law or these Articles of Association.

Distribution in the form of shares

Article 40

Resolutions to make a distribution in whole or in part by issuing shares in the capital of the Company may be passed only by the corporate body authorised to resolve on the distribution, without prejudice to the powers that might be vested in another corporate body with regard to the issue of shares not yet issued.

Payment of distributions

Article 41

41.1	The Board of Directors shall determine the place or places where a distribution is obtainable. At least one place in the Netherlands shall be designated for this purpose for all classes of shares, except for shares for which a share certificate has been issued.

41.2

If, as regards the latter shares, a cash dividend is made obtainable only outside the Netherlands, the payment shall be made on these shares in the currency of the country concerned calculated at the Euro foreign exchange reference rates as published by the European Central Bank or at another rate of exchange to be determined by the Board of Directors, in either case at the day which is one day prior to the date on which such distribution is resolved upon or on another day to be determined by the Board of Directors.

If and to the extent that on the first day on which the distribution is obtainable the Company, in consequence of Government action, war or other exceptional circumstances beyond its control, is unable to make payment at the place designated outside the Netherlands or in the foreign currency, the Board of Directors may to that extent designate one or more places in the Netherlands instead, in which event the provisions of the preceding sentence hereof shall to that extent no longer apply.

41.3

The Board of Directors shall determine the date from which a distribution is obtainable. Different dates may be set in respect of the ordinary shares or the various classes of preference shares and in respect of registered shares for which share certificates are outstanding, shares for which bookings as referred to in Article 11 hereof have been recorded in the share register or shares which form part of a collective depot or the giro depot.

41.4

In respect of a distribution on a share, for which a share certificate is outstanding or for which a booking as mentioned in Article 11 hereof has been recorded in the share register, the Company shall be released as against the person entitled thereto by placing whatsoever is obtainable at the disposal of or dealing therewith as instructed by the person in whose name the share is recorded at the time fixed for such purpose by the Board of Directors. Different times may be fixed for the two categories mentioned in this paragraph.

41.5	Any resolution to make a distribution, and the places and times mentioned in this Article shall be made known in such manner as the Board of Directors may consider appropriate.


Unilever N.V. Articles of Association			12

41.6	In the event of any right being granted to shareholders, not consisting of a distribution out of profits or out of the liquidation balance and not included among the powers described in Article 29 hereof, the provisions of the foregoing paragraphs hereof shall apply thereto correspondingly.

Loss of rights

Article 42

42.1	The right to a cash distribution shall lapse and the amount concerned be credited to the Company’s Profit and Loss Account if such amount has not been collected five years after the first day on which it was obtainable.

42.2

If a distribution is made by issuing ordinary shares in the Company’s capital, any shares not claimed by the person entitled thereto five years after the first day on which they were obtainable may be converted into money by the Company on his account. The right to the proceeds shall lapse and such proceeds be credited to the Company’s Profit and Loss Account if they have not been collected by the person entitled thereto twenty years after the first day on which the shares were obtainable.

Section IX

Alteration of the Articles of Association and winding up

Article 43

43.1	Without prejudice to the provisions of Article 44 hereof, resolutions by the General Meeting to alter these Articles of Association shall be valid only if proposed by the Board of Directors.

A proposal of the Board of Directors to alter Article 19 paragraphs 5 and 6 requires the prior approval of the meeting of the holders of the ordinary shares numbered 1 to 2,400 inclusive.

43.2

Resolutions to alter these Articles of Association which would prejudice the rights of the holders of the 7% cumprefs or 6% cumprefs under these Articles of Association shall require the approval of the meeting of the holders of the preference shares concerned given by at least three-fourths of the votes cast at such meeting.

Alteration of the agreement referred to in Article 2

Article 44

44.1

Resolutions to alter or terminate the agreement referred to in Article 2 hereof shall be valid only if passed by the General Meeting upon a proposal by the Board of Directors. Such resolutions shall require the approval of the holders of ordinary shares, given by majority vote at a meeting of such holders at which at least one-half of the total issued ordinary capital of the Company is represented. If the resolution proposed relates to an alteration of the said agreement which would prejudice the interests of the holders of preference shares under the said agreement, or to the termination of the agreement, then such resolution shall also require the approval of the holders of preference shares given by at least three-fourths of the votes cast at a meeting of such holders at which not less than two-thirds of the total issued preference capital of the Company is represented.

44.2

If at any meeting as referred to in paragraph 1 hereof the capital prescribed therein should not be represented, a new meeting shall be convened, to be held within three months thereafter. The provisions of paragraph 1 hereof shall apply correspondingly to this new meeting, except that such new meeting may give the approval referred to therein regardless of the capital represented thereat.

Dissolution

Article 45

45.1	The resolution to dissolve the Company shall be valid only if proposed by the Board of Directors and if carried at the General Meeting by at least three-fourths of the votes cast thereat.

45.2	On the dissolution of the Company, the liquidation shall be carried out by the Board of Directors, unless otherwise resolved by the General Meeting.

45.3	The provisions of these Articles of Association shall continue in force as far as possible during the liquidation.

45.4	The resolution to dissolve the Company shall also set the remuneration of the liquidators.

45.5	The liquidation balance after payment of all liabilities and charges shall, subject to the relevant statutory regulations, be applied in the first place in paying off the 7% cumprefs and 6% cumprefs both as to capital and arrears of dividend.

Capital as meant in the preceding sentence is defined as the original nominal value mentioned in Article 38, paragraph 2 converted into euro at the official conversion rate.

45.6

If the liquidation balance does not permit of such payment, the balance available shall be applied in the first place in making good any arrears of dividend on the 7% cumprefs and 6% cumprefs and, if insufficient for making good such arrears, it shall be applied as provided in Article 38, paragraph 4, hereof. Any balance remaining thereafter shall be distributed among the holders of the 7% cumprefs and 6% cumprefs pro rata to the original nominal value mentioned in Article 38, paragraph 2 converted into euro at the official conversion rate.

45.7	Whatever remains after the provisions of paragraphs 5 and 6 have been applied shall be distributed to the holders of the ordinary shares in proportion to their respective holdings of ordinary shares.

Section X

Transitional provisions

Article 46

46.1

In connection with the alteration of the Articles of Association which took effect on the tenth day of May one thousand nine hundred and ninety-nine, the ordinary shares with a nominal value of one Dutch guilder (NLG 1) as then stated in the Articles of Association held by each shareholder have been converted into such number of ordinary shares with a nominal value of one Dutch guilder and twelve cents (NLG 1.12) as then stated in the Articles of Association, as results from multiplying the total


Unilever N.V. Articles of Association			13

number of ordinary shares of one Dutch guilder (NLG 1) as stated in the Articles of Association prior to such alteration of the Articles of Association held by such shareholder with one hundred/one hundred twelfth. A possible fraction of one ordinary share of one Dutch guilder and twelve cents (NLG 1.12) as then stated in the Articles of Association resulting from this multiplication has been converted into one or more subshares of ordinary shares of one Dutch guilder and twelve cents (NLG 1.12) as then stated in the Articles of Association, hereafter called ‘Scrips’, of one cent (NLG 0.01) as then stated in the Articles of Association, with if necessary a rounding upward to a full Scrip.

In connection with an alteration of the Articles of Association which has become effective on the twenty-second day of May two thousand and six, a Scrip shall be deemed to be a subshare entitled to three/one hundred and twelfth (3/112) part of one (1) ordinary share with a nominal value of sixteen eurocent (EUR 0.16) each.

46.2	As long as Scrips are outstanding as a consequence of conversion of ordinary shares as provided in this Article, the following provisions apply.

46.3	The Scrips are to bearer. Only bearer certificates will be issued for the Scrips, together with a dividend sheet, not consisting of separate dividend coupons.

46.4	Notwithstanding the provisions of paragraph 3 , the provisions of Title 4 of Book 2 of the Dutch Civil Code on shares and shareholders apply accordingly to Scrips and holders of Scrips, to the extent not stipulated otherwise in those provisions.

46.5	The provisions of these Articles of Association on ordinary shares respectively on holders of such shares apply accordingly to Scrips and holders of Scrips, to the extent those provisions and the paragraphs 6, 7 and 8 hereafter do not stipulate otherwise.

46.6	The holder of a Scrip can not elect to register the Scrip in his name. The Board of Directors may determine that a Scrip, whether or not temporarily, shall be in registered form.

46.7	Every holder of a Scrip is entitled to three/one hundred and twelfth (3/112) of the (interim) dividend and any other distribution to which the holder of an ordinary share is entitled.

46.8

In the event the holder of a Scrip acquires such number of Scrips that he holds in total one hundred and twelve (112) or more Scrips, then, in deviation from what has been provided in Article 7, paragraph 6, each time one hundred and twelve (112) Scrips held by him are automatically converted in three ordinary shares with a nominal value of sixteen eurocent (EUR 0.16) each, for which the Company shall enter the holder of these shares in the share register, unless that shareholder elects for a direct transfer for incorporation in a collective depot. Certificates to bearer of Scrips which will then be converted have to be delivered to the Company. The Company may charge costs for conversion.

Article 47

47.1

The share certificates issued before the tenth day of May one thousand nine hundred and ninety-nine according to Model B for ordinary shares with a nominal value of one Dutch guilder (NLG 1) as then stated in the Articles of Association had to be exchanged after the alteration to the Articles of Association which took effect on the tenth day of May one thousand nine hundred and ninety-nine by the relevant shareholder for share certificates according to Model B of ordinary shares with a nominal value of one Dutch guilder and twelve cents (NLG 1.12) as stated in the Articles of Association following such alteration of the Articles of Association by applying the calculation set forth in Article 46, paragraph 1. In connection with the split of one ordinary share into three ordinary shares of nominal value sixteen eurocent (EUR 0.16) each, the share certificates according to Model B which have not been exchanged on the twenty-second day of May two thousand and six are since that date deemed to be share certificates according to Model B with a nominal value of sixteen eurocent (EUR 0.16). The Company may charge costs for such exchange.

47.2

Contrary to the provision of paragraph 1 of this Article, every registered share certificate in respect of an ordinary share which is co-signed by the financial institution at that time designated and which is issued in pursuance of a version of these Articles of Association in force prior to the tenth day of May one thousand nine hundred and ninety-nine, will have to be returned to a financial institution designated by the Company, in exchange for which the shareholders will be directly registered in the New York share register of the Company maintained by the financial institution designated by the Company. Certificates of shares will only be issued to these shareholders at their request and the Company may charge costs for such issuing of certificates. In order to exercise rights attached to the registered shares in respect of which certificates have been issued which are co-signed by the financial institution at that time designated, after the thirtieth day of July one thousand nine hundred and ninety-nine, the holders of such shares will have to have exchanged these certificates for a direct registration in the New York share register of the Company maintained by the financial institution designated by the Company.

47.3

Every booking before the tenth day of May one thousand nine hundred and ninety-nine in the share register of ordinary shares of one Dutch guilder (NLG 1) will be deemed to be a registration of such number of ordinary shares with a nominal value of sixteen eurocent (EUR 0.16) as results from applying the calculation described in Article 46, paragraph 1. Scrips are not registered in the share register, unless the Board of Directors has determined that a Scrip, whether or not temporarily, shall be in registered form or that the provisions of Article 46, paragraph 8 are applicable.

47.4	Reference is made to the following transitional provision which forms part of the Articles of Association as from the thirteenth day of October nineteen hundred and ninety-seven:


Unilever N.V. Articles of Association			14

‘In order to exercise rights attached to ordinary shares of four Dutch guilders each outstanding on the thirteenth day of October one thousand nine hundred and ninety-seven and in respect of which type A certificates have been issued, after the first day of March one thousand nine hundred and ninety-eight, the holders of such shares will have to have exchanged the type A share certificates into type B share certificates in respect of ordinary shares of one Dutch guilder (NLG 1).’

Article 48

As a consequence of an alteration of the Articles of Association on the twenty-second day of May two thousand and six each ordinary share with a nominal value of forty-eight eurocent (EUR 0.48) is split into three ordinary shares with a nominal value of sixteen eurocent (EUR 0.16) each.

Dematerialisation and split

Article 49

49.1

In connection with an alteration of the Articles of Association of the twenty-second day of May two thousand and six all shares, that is both the ordinary shares and the preference shares, shall be in registered form, notwithstanding the provisions of Article 46, paragraph 3. Shareholders, holders of a right of usufruct and holders of a right of pledge can no longer exercise the rights attached to their shares (or have their rights exercised), as long as they (a) have not been entered into the share register or (b) have not delivered their shares for incorporation in a collective depot to an affiliated institution, all of this subject to the provisions of Article 46, paragraph 3.

49.2

An entry in the share register and a delivery as meant in the preceding paragraph hereof can only take place against delivery of the relevant share certificates to the Company. After expiry of the financial year two thousand and six the Company may charge the cost for the registration in the share register as meant in this Article.

49.3

Share certificates for registered shares expressed in Dutch guilder must, unless Article 50 applies, be delivered to the Company and at the request of the shareholder concerned for these share certificates either, with due observance of Article 9, paragraph 1, share certificates can be issued with the appropriate nominal value expressed in euro or – if possible – a transfer shall take place for incorporation in a collective depot to an affiliated institution.

Registered share certificates

Article 50

Registered share certificates of type I and registered shares certificates for the ordinary shares of four hundred and twenty-eight euro and fifty-seven eurocent (EUR 428.57) each, numbered 1 to 2,400 inclusive, in existence before the coming into effect of the alteration of the Articles of Association of the sixteenth day of May two thousand and seven lapse and cease to be valid per that date, such in deviation from Article 9, paragraph 6.

Registered share certificates of type II in existence before the coming into effect of the alteration of the Articles of Association of the sixteenth day of May two thousand and seven are in these Articles of Association referred to as of that date as: share certificates.


Unilever N.V. Articles of Association			15

Unilever N.V.

Weena 455, PO Box 760

3000 DK Rotterdam

The Netherlands

T +31 (0)10 217 4000

F +31 (0)10 217 4798

Commercial Register Rotterdam

Number: 24051830

www.unilever.com

LOGO

Exhibit 4.3

STRICTLY PERSONAL AND CONFIDENTIAL

Mr Paul Polman

March 2012

Dear Paul,

Your reward package effective 1 ^st January 2012

This is to confirm your reward package as from 1 ^st January 2012.

Base Salary

Your annual base salary is currently unchanged at GBP 920,000. An approved salary increase of 6%, which will move the salary to GBP 975,200, will take effect later in 2012 at a date to be determined by the Board. The higher salary will be used for the purpose of setting incentives for 2012.

2011 Annual Bonus

In respect of 2011, your annual gross bonus award is GBP 1,242,000 (135% of salary).

Your target bonus for 2012 will continue to be 120% of base salary and your maximum bonus continues to be 200% of your base salary.

The business targets for 2012 for the plan are:


Performance Measure	Performance Target
Underlying Sales Growth		4%
Underlying Volume Growth		1.5%
Core Operating Margin (vs PY)		+20 bps

Each performance measure has an equal one third weighting.

The Board will assess Unilever’s 2012 business performance not only against the above targets but also relative to the overall quality and competitiveness of our performance delivery.

Your personal bonus will then be based both on the Board’s assessment of overall business performance and your personal achievement against your ‘3+1’ goals. The “3+1’ goals must be stretching, ambitious, and output oriented.

2012 Long-Term Incentives

For executive directors, our long term incentive program now consists of two vehicles:

•

The Management Co-Investment Plan (MCIP), and

•

The Global Share Incentive Plan (GSIP)

2012 MCIP

Under this plan, 25% of your gross annual bonus will be invested in Unilever shares, although you may elect to invest up to 60% of your earned bonus. If you elected to purchase additional shares, you should have received an email confirmation of your entire allocation to MCIP.

The shares will be held for a period of three years and Unilever will match this investment with an award of an equal number of performance shares. The vesting of these matching shares will be contingent on the achievement of the same 3 year targets as exist under our Global Share Incentive Plan (see below) and can vest between 0% -150%.The value of this award may be further enhanced by earning dividends / dividend equivalents during the vesting period.

2012 GSIP

Under the 2012 GSIP, you have been made a conditional award of shares worth GBP 1,950,400 which will vest between 0% and 200% three years from the award date based on company performance.

The performance measures for the Executive Team, as from 2012, are:


Performance Measure		Performance Range
Underlying Sales Growth		2% - 7%
Core Operating Margin (vs PY)		0 - 40bps
Operating Cash Flow (Cumulative)		€12 - €16bn
Relative Total Shareholder Return		11 ^th – top 3

These performance measures are equally weighted at 25% for each, and USG and COM are mutually dependent whereby the threshold levels of both needs to be achieved before either component vests.

Cash allowance in lieu of perquisites and benefits

From 2012 a gross annual allowance of GBP 250,000 will be paid to you in lieu of car allowance, partner travel, the entertainment allowance, and the 15% company pension contribution.

The company will continue to accrue on your behalf the supplemental conditional pension provision of 12% salary, with investment returns replicating those of the IPP. This arrangement will be capped by mutual agreement at the lower of actual salary or current salary plus up to 3% p.a. Accordingly, the base for this provision would be held steady at the current level until the approved salary increase is implemented at which time the base will move to GBP 947,600 (GBP 920,000 +3%).

The medical cover for you and your family will be via the Allianz International medical arrangement. You will also continue to receive life insurance cover at 3 x the salary used to calculate your pension benefit.

Claw back

In accordance with recent corporate governance changes, the Remuneration Committee may retroactively adjust and/or claw back variable remuneration, including the annual bonus, paid to you if and to the extent that the amount of the remuneration was based on incorrect information.

Personal Shareholding Requirement

With kind regards

Michael Treschow

STRICTLY PERSONAL AND CONFIDENTIAL

Mr Jean-Marc Huet

24 February 2012

Dear Jean-Marc,

Your reward package effective 1 ^st January 2012

This is to confirm your reward package as from 1 ^st January 2012.

Base Salary

Your annual base salary is currently unchanged at GBP 680,000. An approved salary increase of 5%, which will move the salary to GBP 714,000, will be deferred and take effect at a later date to be determined as appropriate by the Board. The higher salary will be used for the purpose of setting incentives for 2012.

2011 Annual Bonus

In respect of 2011, your annual gross bonus award is GBP 612,000 (90% of salary i.e. 100% (target bonus) x 120% (individual multiplier) x 75% (business differentiation factor)).

Your 2012 target bonus will be 100% of salary with a maximum of 150% of salary and the business targets for 2012 for the plan are as follows:


Performance Measure	Performance Target
Underlying Sales Growth		4%
Underlying Volume Growth		1.5%
Core Operating Margin (vs PY)		+20 bps

Each performance measure has an equal one third weighting.

The Board will assess Unilever’s 2012 business performance not only against the above targets but also relative to the overall quality and competitiveness of our performance delivery.

2012 Long-Term Incentives

For executive directors our long term incentive program now consists of two vehicles:

•

The Management Co-Investment Plan (MCIP), and

•

The Global Share Incentive Plan (GSIP)

2012 MCIP

Under this plan, 25% of your gross annual bonus will be invested in Unilever shares, although you may elect to invest up to 60%. If you elected to purchase additional shares, you should have received an email confirmation of your entire allocation to MCIP.

The shares will be held for a period of three years and Unilever will match this investment with an award of an equal number of performance shares. The vesting of these matching shares will be contingent on the achievement of the same 3 year targets as exist under our Global Share Incentive Plan (see below) and can vest between 0% – 150%. The value of this award may be further enhanced by earning dividends / dividend equivalents during the vesting period.

GSIP

Under the 2012 GSIP, you have been made a conditional award of shares worth GBP 1,249,500 which will vest between 0% and 200% three years from the award date based on company performance.

The GSIP performance measures for the Executive Team, as from 2012, are:


Performance Measure		Performance Range
Underlying Sales Growth		2% - 7%
Core Operating Margin (vs PY)		0 - 40bps
Operating Cash Flow (Cumulative)		€12 - €16bn
Relative Total Shareholder Return		11 ^th – top 3

These performance measures are equally weighted at 25% each. The minimum of the performance range for USG and COM must be reached before any shares subject to either metric can vest.

Cash in lieu of perquisites and benefits

Your gross equivalent cash allowance and benefits, which currently total approximately GBP380,000, include a gross equivalent cash allowance of approximately GBP 160,000 for housing. This housing element will be reduced by 25% (GBP 40,000) per annum starting in 2012.

For 2012 a gross annual allowance of GBP 340,000 will be paid to you in lieu of car allowance, housing allowance, partner travel, education allowance, the entertainment allowance, and the 15% company pension contribution.

This gross allowance of GBP 340,000 will further reduce as follows:

•

2013 = GBP 300,000

•

2014 = GBP 260,000

•

2015 = GBP 220,000

The medical cover for you and your family will be via the Allianz International medical arrangement. You will continue to receive life insurance cover at 3 x the salary used to calculate your pension benefit.

Pension

You are no longer a member of the Unilever’s International Pension Plan (IPP). Company contributions in lieu of pension are therefore paid to you directly. At a later date you may choose to become a member of the IPP.

Claw back

Personal Shareholding Requirement

As previously communicated, you are required to build and maintain a personal shareholding in Unilever of at least three times your base salary within 5 years. Please see the Appendix for further details.

As a ULE member, it is Unilever policy that approval by the CEO is required before the selling of shares is transacted.

With kind regards,

Paul Polman

STRICTLY PERSONAL AND CONFIDENTIAL

Mr Paul Polman

July 2012

Dear Paul,

Your reward package effective 1 ^st July 2012

You’ll recall that I wrote to you in March to let you know about your pay arrangements for 2012. The Remuneration Committee has now approved the implementation of your planned salary increase with effect from 1 ^st July 2012. Accordingly, I thought it would be helpful to update the March letter to reflect this.

This is to confirm your reward package as from 1 ^st July 2012.

Base Salary

Your annual base salary has been increased by 6% to GBP 975,200 p.a. with effect from 1 ^st July 2012. The higher salary will be used for the purpose of setting your incentives for 2012.

2012 Annual Bonus

Your target bonus for 2012 will continue to be 120% of base salary and your maximum bonus continues to be 200% of your base salary.

The business targets for 2012 for the plan are:


Performance Measure	Performance Target
Underlying Sales Growth		4%
Underlying Volume Growth		1.5%
Core Operating Margin (vs PY)		+20 bps

Each performance measure has an equal one third weighting.

The Board will assess Unilever’s 2012 business performance not only against the above targets but also relative to the overall quality and competitiveness of our performance delivery.

Your personal bonus will then be based both on the Board’s assessment of overall business performance and your personal achievement against your stretching, ambitious, and output oriented ‘3+1’ goals.

2012 Long-Term Incentives

For executive directors, our long term incentive program now consists of two vehicles:

•

The Management Co-Investment Plan (MCIP), and

•

The Global Share Incentive Plan (GSIP)

2012 MCIP

Under this plan, 25% of your gross annual bonus will be invested in Unilever shares, although you may elect to invest up to 60% of your earned bonus.

The invested shares must be held for a period of three years and Unilever will match this investment with an award of an equal number of performance shares. The vesting of these matching shares will be between 0% -150% contingent on the achievement of the same 3 year targets as exist under our Global Share Incentive Plan (see below). The value of this award may be further enhanced by earning dividends / dividend equivalents during the vesting period.

2012 GSIP

Under the 2012 GSIP, you have been made a conditional award of shares worth GBP 1,950,400 (200% of your higher salary) which will vest between 0% and 200% three years from the award date based on company performance.

The performance measures for the Executive Team, as from 2012, are:


Performance Measure		Performance Range
Underlying Sales Growth		2% - 7%
Core Operating Margin (vs PY)		0 - 40bps
Operating Cash Flow (Cumulative)		€12 - €16bn
Relative Total Shareholder Return		11 ^th – top 3

These performance measures are equally weighted at 25% for each, and USG and COM are mutually dependent whereby the threshold levels of both needs to be achieved before either component vests.

Cash allowance in lieu of perquisites and benefits

From 2012 a gross annual allowance of GBP 250,000 will be paid to you in lieu of car allowance, partner travel, the entertainment allowance, and the 15% company pension contribution.

The company will continue to accrue on your behalf the supplemental conditional pension provision of 12% salary, with investment returns replicating those of the IPP. This arrangement has been capped by mutual agreement at the lower of actual salary or current salary plus up to 3% p.a. Accordingly, the base for this provision rises to GBP 947,600 (GBP 920,000 +3%) with effect from 1 ^st July 2012.

Claw back

Personal Shareholding Requirement

As previously communicated, you are required to build and maintain a personal shareholding in Unilever of at least four times your base salary within 5 years. Please see the Appendix for further details. I’m delighted to note that you have already exceeded this within a shorter time than required.

With kind regards

Michael Treschow

Chairman

STRICTLY PERSONAL AND CONFIDENTIAL

Mr Jean-Marc Huet

19 July 2012

Dear Jean-Marc,

Your reward package effective 1 ^st July 2012

You’ll recall that I wrote to you in February to let you know about your pay arrangements for 2012.

The Remuneration Committee has now approved the implementation of your planned salary increase with effect from 1 ^st July 2012. Accordingly, I thought it would be helpful to update the 24 ^th February letter to reflect this.

This is to confirm your reward package as from 1 ^st July 2012.

Base Salary

Your annual base salary has been increased by 5% to GBP 714,000 p.a. with effect from 1 ^st July 2012. The higher salary will be used for the purpose of setting your incentives for 2012.

2011 Annual Bonus

Your target bonus for 2012 will continue to be 100% of base salary and your maximum bonus continues to be 150% of your base salary.

The business targets for the 2012 bonus plan are:


Performance Measure	Performance Target
Underlying Sales Growth		4%
Underlying Volume Growth		1.5%
Core Operating Margin (vs. PY)		+20 bps

Each performance measure has an equal one third weighting.

The Board will assess Unilever’s 2012 business performance not only against the above targets but also relative to the overall quality and competitiveness of our performance delivery.

2012 Long-Term Incentives

For executive directors our long term incentive program now consists of two vehicles:

•

The Management Co-Investment Plan (MCIP), and

•

The Global Share Incentive Plan (GSIP)

2012 MCIP

Under this plan, 25% of your gross annual bonus will be invested in Unilever shares, although you may elect to invest up to 60%.

The invested shares must be held for a period of three years and Unilever will match this investment with an award of an equal number of performance shares. The vesting of these matching shares will be contingent on the achievement of the same 3 year targets as exist under our Global Share Incentive Plan (see below) and can vest between 0% – 150%. The value of this award may be further enhanced by earning dividends / dividend equivalents during the vesting period.

2012 GSIP

Under the 2012 GSIP, you have been made a conditional award of shares worth GBP 1,249,500 (175% of your higher salary) which will vest between 0% and 200% three years from the award date based on company performance.

The GSIP performance measures for the Executive Team, as from 2012, are:


Performance Measure		Performance Range
Underlying Sales Growth		2% - 7%
Core Operating Margin (vs. PY)		0 - 40bps
Operating Cash Flow (Cumulative)		€12 - €16bn
Relative Total Shareholder Return		11 ^th – top 3

These performance measures are equally weighted at 25% for each, and USG and COM are mutually dependent whereby the threshold levels of both needs to be achieved before either component vests.

Cash allowance in lieu of perquisites and benefits

From 2012, a gross annual allowance of GBP 340,000 will be paid to you in lieu of car allowance, housing allowance, partner travel, education allowance, the entertainment allowance, and the 15% company pension contribution.

Your gross equivalent cash allowances and benefits previously totalled approximately GBP380,000 and included a gross equivalent cash allowance of approximately GBP160,000 for housing. This housing element will be reduced by 25% (GBP 40,000) per annum starting in 2012. Thus your gross cash allowance of GBP 340,000 in lieu of perquisites and benefits will further reduce as follows:

•

2013 = GBP 300,000

•

2014 = GBP 260,000

•

2015 = GBP 220,000

The continuing medical cover for you and your family will be via the Allianz International medical arrangement. You will continue to receive life insurance cover at 3 x your base salary.

Pension

You are no longer a member of the Unilever’s International Pension Plan (IPP). Company contributions in lieu of pension are therefore paid to you directly and included in your 2012 gross cash allowance of GBP 340,000 in lieu of perquisites and benefits.

Claw back

Personal Shareholding Requirement

As a ULE member, it is Unilever policy that approval by the CEO is required before the selling of shares is transacted.

With kind regards,

Paul Polman

Exhibit 12.1

Section 302 Certification

CERTIFICATIONS

I, PAUL POLMAN, certify that:

1.	I have reviewed this annual report on Form 20-F of UNILEVER N.V. ;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5.	The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: 5 March 2013

/s/ Paulus Gerardus Josephus Maria Polman

Chief Executive Officer

Section 302 Certification

CERTIFICATIONS

I, JEAN-MARC HUET, certify that:

1.	I have reviewed this annual report on Form 20-F of UNILEVER N.V. ;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

(a)

(b)

(c)

(d)

5.	The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: 5 March 2013

/s/ Raoul Jean-Marc Sidney Huet

Chief Financial Officer

Exhibit 13.1

Certification Pursuant to 18 U.S.C. Section 1350

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report on Form 20-F of Unilever N.V. , a corporation organized under the laws of The Netherlands (the “Company”) for the period ending December 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:

1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: 5 March 2013

/s/ Paulus Gerardus Josephus Maria Polman

Paulus Gerardus Josephus Maria Polman

Chief Executive Officer

Dated: 5 March 2013

/s/ Raoul Jean-Marc Sidney Huet

Raoul Jean-Marc Sidney Huet

Chief Financial Officer

Exhibit 15.1

Specific portions of the Unilever 2012 Annual Report are incorporated by reference in this Annual Report on Form 20-F (incorporated by reference from Exhibit I of Unilever’s Current Report on Form 6-K furnished to the SEC on March 8, 2013).

Exhibit 15.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS

We hereby consent to the incorporation by reference in the Registration Statements on Form F-3 (No. 333-177645) and Form S-8 (No. 333-185299-01) of Unilever N.V. and on Form F-3 (No. 333-177645-02) and Form S-8 (No. 333-185299) of Unilever PLC of our report dated 5 March, 2013 relating to the financial statements and the effectiveness of internal control over financial reporting which appears in this Form 20-F.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

London, United Kingdom

As auditors of Unilever PLC

8 March, 2013

Amsterdam, The Netherlands, 8 March, 2013

PricewaterhouseCoopers Accountants N.V.

As auditors of Unilever N.V.

/s/ R A J Swaak RA

R A J Swaak RA