UNILEVER PLC (Form: 20-F, Received: 03/08/2013 06:56:36)

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

OR

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

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2012

OR

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

OR

¨		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 001-04546

UNILEVER PLC

(Exact name of Registrant as specified in its charter)

ENGLAND

(Jurisdiction of incorporation or organization)

Unilever House, Blackfriars, London, England

(Address of principal executive offices)

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
American Shares (evidenced by Depositary Receipts) each representing one ordinary share of the nominal amount of 3 1/9p 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: 1,310,156,361 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.

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Not applicable.

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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

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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

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‘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


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.

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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

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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

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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.

The paper contains 100% recycled content, of which 100% is de-inked post-consumer waste. All of the pulp is bleached using an elemental chlorine free process (ECF). Printed in the UK by Pureprint using its alco free ^® and pure print ^® environmental printing technology, and vegetable inks were used throughout. Pureprint is a CarbonNeutral ^® company. Both manufacturing mill and the printer are registered to the Environmental Management System ISO 14001 and are Forest Stewardship Council ^® (FSC) chain-of-custody certified.

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LOGO


		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

LOGO

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorised the undersigned to sign this Annual Report on its behalf.

Unilever PLC.

(Registrant)

/s/ T. E. Lovell

T. E. LOVELL,

Group Secretary

Date: 8 March, 2013

UNILEVER PLC — 20-F EXHIBIT LIST


Exhibit Number		Description of Exhibit

1.1		Articles of Association of Unilever PLC

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 PLC 4

4.3		Letters regarding compensation of Executive Directors of Unilever PLC

4.4		Unilever North America 2002 Omnibus Equity Compensation Plan 5

4.5		The Unilever PLC 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 the Form 6-K furnished to the SEC on October 23, 2000.

2	Incorporated by reference to Exhibit 2.2 of Form 20-F filed with the SEC on March 28, 2002.

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 4.2 of Form 20-F filed with the SEC on March 4, 2011.

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, 2011.

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

Exhibit 1.1

ARTICLES

OF ASSOCIATION

AND SPECIAL AND OTHER

RESOLUTIONS OF UNILEVER PLC

(INCORPORATED 21 JUNE 1894)

COMPANY NO. 41424

9 MAY 2012

LOGO

Table of Contents of Articles of Association and Special and other Resolutions


CERTIFICATE OF INCORPORATION OF LEVER BROTHERS, LIMITED		6
CERTIFICATE OF CHANGE OF NAME TO LEVER BROTHERS & UNILEVER LIMITED		7
CERTIFICATE OF CHANGE OF NAME TO UNILEVER LIMITED		8
CERTIFICATE OF INCORPORATION AS A PUBLIC COMPANY		9
ARTICLES OF ASSOCIATION		10

Article
	Interpretation
1	Exclusion of Model Articles	10
2	Definitions	10

	Agreement for Distribution of Profits and Assets
3	Agreement with Unilever N.V.	11

	Limited Liability
4	Limited liability	11

	Share Capital
5	Rights attached to shares	11
6	Redemption of shares	11
7	Trusts not recognised	11
8	Allotment of shares	11
9	Payment of commission	11
10	Repayment of capital in a winding-up	11
11	Modification of rights	11

	Evidence of Title to Shares
12	Uncertificated shares	12
13	Certificated shares	13
14	Replacement of certificates	13
15	Execution of share certificates	13

	Lien
16	Company’s lien on shares not fully paid	13
17	Enforcing lien by sale	13
18	Validity of sales	13
19	Application of proceeds of sale	13

	Calls on Shares
20	Calls	13
21	Payment on calls	14
22	Liability of joint holders	14
23	Interest due on non-payment	14
24	Sums due on allotment to be treated as calls	14
25	Power to differentiate	14
26	Payment of calls in advance	14

	Forfeiture of Shares
27	Notice may be given if call or instalment not paid	14
28	Form of notice	14
29	Forfeiture of shares if non-compliance with notice	14
30	Notice after forfeiture	14
31	Sale of forfeited shares	14
32	Arrears to be paid notwithstanding forfeiture	14
33	Effect of forfeiture	14
34	Statutory declaration as to forfeiture	15


	Transfer of Shares
35	Transfer	15
36	Execution of transfer	15
37	Right to decline to register transfer of partly paid shares	15
38	Further rights to decline to register transfer	15
39	Notice of refusal	15
40	No fee payable on registration	15

	Transmission of Shares
41	Transmission of registered shares on death	15
42	Entry of transmission in register	15
43	Election of person entitled by transmission	16
44	Rights of person entitled by transmission	16

	Conversion of Shares into Stock
45	Conversion of shares into stock	16
46	Rights of stockholders	16

	Share Warrants to Bearer
47	Issue of share warrants	16
48	Bearer of warrants deemed a member of the Company	16
49	Restrictions on attending and voting at meetings	16
50	One name only to be received as holder of share warrant	17
51	Issue of deposit certificate in respect of share warrants	17
52	Surrender of deposit certificate	17
53	Restriction on exercise of rights of membership	17
54	Issue of new share warrants	17
55	Transfer of share warrants	17
56	Issue of shares on surrender of share warrants	17

	Untraced Shareholders
57	Sale of shares of untraced shareholders	17
58	Cessation of sending dividend payments	18

	Alteration of Capital
59	Sub-division	18
60	Fractions	18

	General Meetings
61	Insufficient Directors within the United Kingdom	18

	Notice of General Meetings
62	Omission or non-receipt of notice	18

	Proceedings at General Meetings
63	Quorum	18
64	Dissolution and adjournment of meeting if quorum not present	19
65	Chairman of general meeting	19
66	Entitlement to attend and speak	19
67	Adjournments and notice of adjournment	19
68	Amendments to resolutions	19
69	Arrangements for participation in general meetings	19
70	Security and other arrangements at general meetings	20


2		Unilever Articles of Association


	Voting
71	Method of voting	21
72	Effect of properly demanded poll	21
73	When poll to be taken	21
74	Continuance of business after demand for poll	21
75	Voting rights	21
76	Voting rights of joint holders	21
77	Exercise of voting rights for incapable member	21
78	No right to vote where sums still payable	21
79	Suspension of rights where non-disclosure of interest	21
80	Objections	23

	Proxies
81	Appointment of proxies	23
82	Receipt of proxies	23
83	Maximum validity of proxy	23
84	Form of proxy	24
85	Determination of authority	24

	Appointment, Retirement and Removal of Directors
86	Number of Directors	24
87	Shareholding qualification	24
88	Power for Directors to fill casual vacancies or appoint additional Directors	24
89	Retirement of Directors	24
90	Meeting to fill up vacancies	24
91	Persons eligible as Directors	24
92	Provisions if no eligible persons available	24
93	Provisions if insufficient eligible persons elected	24
94	Power to remove Director by special resolution	25
95	Disqualification of Directors	25
96	Alternate Directors	25
97	Executive Directors	25
98	Non-Executive Directors	25

	Remuneration and Expenses of Directors
99	Directors’ remuneration	26
100	Extra remuneration	26
101	Expenses	26

	Directors’ Interests
102	Conflicts of interest requiring board authorisation	26
103	Other conflicts of interest	26
104	Benefits	27
105	Quorum and voting requirements	27
106	General	28

	Powers and Duties of the Directors
107	General powers of Company vested in Directors	28
108	Establishment of local boards	28
109	Powers of attorney	28
110	Delegation to individual Directors	28
111	Registers	28
112	Power to borrow money and give security	28
113	Pensions	29
114	Provision for employees	29


	Proceedings of the Directors
115	Meetings of Directors	30
116	Notice of meetings	30
117	Quorum	30
118	Effect of vacancies in number of Directors	30
119	Power to appoint chairman	30
120	Competence of meetings	30
121	Voting	30
122	Delegation to committees	30
123	Delegation to Chief Executive Officer	30
124	Participation in meetings by telephone	30
125	Resolution in writing	31
126	Validity of acts of Directors or committee	31
127	Minutes to be made	31

	Seals
128	Use of seals	31

	Dividends and Other Payments
129	Application of profits	31
130	Declaration of dividends	31
131	Interim dividends	31
132	Dividends to be paid according to amounts paid up on shares	31
133	Debts may be deducted	32
134	Dividend not to bear interest against the Company	32
135	Payment procedures	32
136	Unclaimed dividends	32
137	Dividends in specie	32

	Capitalisation of Profits
138	Power to capitalise profits	32
139	Scrip Dividends	32
140	Settlement of difficulties in distribution on capitalisation of profits	33

	Record Dates and Accounting Records
141	Record dates	33
142	Inspection of records	33

	Service of Notices and Other Documents
143	Service of notices	33
144	Members resident abroad	34
145	When notice deemed served	34
146	Service of notice to person entitled by transmission	34
147	Notice when post not available and notice given by advertisement	34

	Destruction of Documents
148	Consequences of destruction of documents	35

	Winding-Up
149	Order of priority in winding-up	35

	Indemnity
150	Indemnification of Directors	35


Unilever Articles of Association		3


CAPITAL ALTERATIONS
12th October, 1937			36
Special Resolution for Reduction of Capital to £117,000,000; conversion of 4,015,310 7 per cent. Cumulative Preference Shares of £1 each into 4,015,310 5 per cent. Cumulative Preference Shares of £1 each; consolidation of 24,850,752 20 per cent. Cumulative Preferred Ordinary Shares of 5s. each and conversion into 6,212,688 Ordinary Shares of £1 each; conversion of 7,000,000 20 per cent. Cumulative A Preferred Ordinary Shares of £1 each into 7,000,000 Ordinary Shares of £1 each; subdivision of 2,150,000 Ordinary Shares of £10 each into 21,500,000 Ordinary Shares of £1 each; increase of capital to £141,418,750; conversion of unissued shares into stock when issued and fully paid; and change of name of Company to Lever Brothers & Unilever Limited

15th November, 1937			37
Order of the High Court sanctioning the Scheme of Arrangement and Amalgamation between Unilever Limited and its Stockholders and Lever Brothers, Limited and confirming the reduction of the capital to £117,000,000

15th November, 1937			38
Minute approved by the Court on reduction of capital

30th November, 1937			39
Certificate of registration of the above mentioned Order of the High Court and Minute on reduction of capital

27th February, 1952			40
Special Resolution to change name of Company to Unilever Limited

20th September, 1966			40
Special Resolutions for Reduction of Capital by the cancellation of assented Preferential Stock (as defined in the Scheme of Arrangement dated 25th August, 1966 between Unilever Limited and its six classes of members) and of the 1,655,310 unissued 5 per cent. Cumulative Preference Shares of £1 each and the 24,338,251 unissued 8 per cent. Cumulative A Preference Shares of £1 each; increase of capital to £141,418,750; redesignation of Preference and Preferred Ordinary Stock and Shares

24th October, 1966			41
Order of the High Court sanctioning (with modifications) Scheme of Arrangement dated 25th August, 1966, between Unilever Limited and its six classes of members as set forth in the First Schedule to the Order; confirming the reduction of the capital to £64,274,506; approving Minute (on reduction of capital) as set forth in the Second Schedule to the Order

5th December, 1966			48
Certificate of registration on 2nd December, 1966 of the above mentioned Order of the High Court dated 24th October, 1966 and relative Minute on reduction of capital

12th December, 1983			49
Special Resolution for the Reduction of Capital by the cancellation of 24,993,904 Ordinary Shares and the increase of the authorised Capital to £141,418,750

24th January, 1984			50
Order of the High Court confirming the reduction of capital from £141,418,750 to £135,170,274 and Minute approved by the Court


14th February, 1984			52
Certificate of registration on 27th January, 1984 of the above mentioned Order of the High Court dated 24th January, 1984 and relative Minute on reduction of capital

23rd January, 1989			53
Special Resolution for the Reduction of Capital by the repayment of the 7 per cent. and 5 per cent. First Cumulative Preference Stocks, the 8 per cent. Second Cumulative Preference Stock and the 20 per cent. Third Cumulative Preferred Ordinary Shares

23rd January, 1989			53
Extraordinary Resolution at Class Meeting of the holders of the 7 per cent. First Cumulative Preference relating to the Reduction of Capital referred to above

23rd January, 1989			54
Extraordinary Resolutions at Class Meetings of the holders of 5 per cent. First Cumulative Preference Stocks and the 8 per cent. Second Cumulative Preference Stock relating to the Reduction of Capital referred to above

23rd January, 1989			55
Extraordinary Resolutions at Class Meeting of the holders of the 20 per cent. Third Cumulative Preferred Ordinary Shares relating to the Reduction of Capital referred to above

27th February, 1989			56
Order of the High Court confirming the Reduction of Capital from £141,418,750 to £136,275,682 and Minute approved by the Court

13th March, 1989			58
Certificate of registration on 2nd March, 1989 of the above mentioned Order of the High Court dated 27th February, 1989 and the relative Minute on Reduction of Capital


4		Unilever Articles of Association


SPECIAL AND OTHER RESOLUTIONS
18th June, 1931 Resolution for Conversion of Shares into Stock			59

12th July, 1951 Resolution of Ordinary Stockholders sanctioning modification of the terms of the Agreement dated 28th June, 1946 between Lever Brothers & Unilever N.V. and the Company referred to in Article 3 of the Company’s Articles of Association			59

27th October, 1961 Resolution re-converting the issued Ordinary Stock into Ordinary Shares of 5s. 0d. each and sub-dividing the unissued Ordinary Shares of £1 each into Ordinary Shares of 5s. 0d. each Special Resolution relating to resolutions for conversion of Shares into Stock ceasing to apply to the Ordinary Share capital			60

17th May, 1978 Resolution re-converting 20 per cent. Third Cumulative Preferred Ordinary Stock into Shares			60

9th April, 1981 Resolution of the Directors to re-register as a public company and to amend the Memorandum of Association			61

18th May, 1983 Special Resolution adopting new Clause 3 of the Memorandum of Association			61

20th May, 1987 Resolution sub-dividing the Ordinary Shares of 25p each into Ordinary Shares of 5p each Special Resolution adopting new Articles of Association			62

3rd May, 1989 Special Resolution amending the Articles of Association on repayment of Preference Stocks and Preferred Ordinary Shares			62

Special Resolution amending Article 145(a) of the Articles of Association			63

Special Resolution adopting new Article 117 of the Articles of Association			63

4th May, 1994 Special Resolution amending Article 110 and adopting new Article 158 of the Articles of Association			65

Special Resolution adopting new Article 127 of the Articles of Association			65

3rd May, 1995 Special Resolution adopting new Articles 14, 128 and 141 of the Articles of Association			66

Special Resolution adopting new Articles 57 and 134 of the Articles of Association			66

Special Resolution adopting new Articles 75 and 76 of the Articles of Association			67


6th May, 1997 Special Resolution amending Articles 2, 35, 38, 39, 56, 57, 141, 145, 147, 150, 152 and 153 and adopting new Articles 12.1, 12.2, 34, 37, 42 and 70 of the Articles of Association			68

22nd September, 1997 Special Resolution adopting new Article 9 and amending Article 83			70

4th May, 1999 Special Resolution adopting new Article 9 and amending Article 83			71

9th May, 2001 Special Resolution amending Articles 2, 69, 72, 85, 92, 93, 104, 105, 121, 126, 129, 150, 151 and 152 and adopting new Articles 89, 90, 91 and 95			72

12th May, 2004 Special Resolution amending Articles 2, 77, 118 and 134, adopting new Articles 74, 97, 101, 103, 108, 109 and 130, and deleting Articles 107, 127, 132 and 133			75

Special Resolution amending Articles 3, 11, 44, 56, 72, 75, 110, 144, 145, 156 and 158			77

11th May, 2005 Special Resolution amending Articles 107 and 108 and substituting Articles 130 and 159			78

9th May, 2006 Special resolution substituting Articles 9, 11(C), 99, 101, 102 and 103 and amending Article 109			79

16th May, 2007 Special resolutions amending Articles 2, 9, 83, 90(C), 109, 151 and 154 and substituting Article 155(A)			81

14th May, 2008 Special resolution adopting new Articles of Association of the Company			82

12th May, 2010 Special resolution adopting new Articles of Association of the Company			82

11th May, 2011 Special resolution amending Article 111			83

9th May, 2012 Special resolution adopting new Article 69 Special resolution amending Articles 65, 67(A), 70, 88, 90			84


Unilever Articles of Association		5

No. 41424 C

N.L. 40439

CERTIFICATE OF INCORPORATION OF LEVER BROTHERS, LIMITED

I hereby Certify

that LEVER BROTHERS, LIMITED is this day Incorporated under the Companies Acts, 1862 to 1890, and that the Company is Limited.

Given under my hand at London this Twenty-first day of June,

One thousand eight hundred and ninety-four.

Fees and Deed Stamps: £51 5s. 0d.

Stamp Duty on Capital: £1,500.

J. S. PURCELL,

Registrar of Joint Stock Companies.


6		Unilever Articles of Association

No. 41424

CERTIFICATE OF CHANGE OF NAME

I hereby Certify

that LEVER BROTHERS, LIMITED having, with the sanction of a Special Resolution of the said Company and with the approval of the BOARD OF TRADE, changed its name, is now called LEVER BROTHERS & UNILEVER LIMITED, and I have entered such new name on the Register accordingly.

Given under my hand at London, this Thirty-first day of December,

One thousand nine hundred and thirty-seven.

P. MARTIN,

Registrar of Companies.


Unilever Articles of Association		7

No. 41424

CERTIFICATE OF CHANGE OF NAME

pursuant to Section 18(3) of the Companies Act 1948

I hereby Certify

that LEVER BROTHERS & UNILEVER LIMITED having, with the sanction of a Special Resolution of the said Company and with the approval of the BOARD OF TRADE, changed its name, is now called UNILEVER LIMITED, and I have entered such new name on the Register accordingly.

Given under my hand at London, this First day of March,

One thousand nine hundred and fifty-two.

J. D. TODD,

Registrar of Companies.


8		Unilever Articles of Association

No. 41424

CERTIFICATE OF INCORPORATION ON RE-REGISTRATION AS A PUBLIC COMPANY

I hereby Certify

that UNILEVER PLC has this day been re-registered under the Companies Acts 1948 to 1980 as a public company, and that the company is limited.

Dated at Cardiff the 1st June, 1981.

D. B. NOTTAGE,

Registrar of Companies.


Unilever Articles of Association		9


Public company limited by shares		The Companies Act 2006

ARTICLES OF ASSOCIATION OF UNILEVER PLC

(Articles adopted with effect from 9 May 2012 pursuant to a Special Resolution of the Company dated 9 May 2012)

INTERPRETATION

Exclusion of Model Articles

1	No articles set out in any statute, or in any statutory instrument made under any statute, concerning companies shall apply as articles of the Company.

Definitions

2	In these articles unless the context otherwise requires:-

“address”, includes a number or address used for sending or receiving documents or information by electronic means;

“these articles” means these articles of association as altered from time to time by special resolution and the expression “this article” shall be construed accordingly;

“the auditors” means the auditors for the time being of the Company or, in the case of joint auditors, any one of them;

“the Bank of England base rate” means the base lending rate most recently set by the Monetary Policy Committee of the Bank of England in connection with its responsibilities under Part 2 of the Bank of England Act 1998;

“certificated share” means a share which is not an uncertificated share;

“clear days” in relation to the period of a notice means that period excluding the day when the notice is served or deemed to be served and the day for which it is given or on which it is to take effect;

“the Companies Acts” means every statute (including any order, regulations or other subordinated legislation made under it) from time to time in force concerning companies in so far as the same applies to the Company;

“Company” means Unilever PLC;

“the Directors” means the Board of Directors of the Company for the time being;

“the holder” in relation to any shares means the member whose name is entered in the register as the holder of those shares;

“the office” means the registered office for the time being of the Company;

“paid up” means paid up or credited as paid up;

“participating class” means a class of shares title to which is permitted by an Operator to be transferred by means of a relevant system;

“person entitled by transmission” means a person whose entitlement to a share in consequence of the death or bankruptcy of a member or of any other event giving rise to its transmission by operation of law has been noted in the register;

“the register” means the register of members of the Company;

“seal” means any common or official seal that the Company may be permitted to have under the Companies Acts;

“the Secretary” means the secretary, or (if there are joint secretaries) any one of the joint secretaries, of the Company and includes an assistant or deputy secretary and any person appointed by the Directors to perform any of the duties of the secretary;

“shares” includes stock;

“uncertificated share” means a share of a class which is for the time being a participating class, title to which is recorded on the register as being held in uncertificated form;

“the uncertificated securities rules” means provisions of the Companies Acts relating to the holding, evidencing of title to, or transfer of uncertificated shares and any legislation, rules or other arrangements made under or by virtue of such provision;

“Unilever N.V.” means Unilever N.V. of Rotterdam in the Netherlands (company number 24051830) or any company which is inserted as a holding company and parent of Unilever N.V. under any form of corporate reconstruction or reorganisation and which becomes a party to the Equalisation Agreement referred to in article 3;

“United Kingdom” means Great Britain and Northern Ireland;

references to a document being executed include references to its being executed under hand or under seal or by any other method except authentication as specified by the Companies Acts;

references to a document being signed or to signature include references to it being executed under hand or under seal or by any other method and, in the case of a communication in electronic form, such references are to its being authenticated as specified by the Companies Acts;

references to writing include references to any method of representing or reproducing words in a legible and


10		Unilever Articles of Association

nontransitory form whether sent or supplied in electronic form or otherwise and written shall be construed accordingly;

words or expressions to which a particular meaning is given by the Companies Acts or the uncertificated securities rules in force when these articles or any part of these articles are adopted bear the same meaning in these articles or that part (as the case may be) save that the word “company” shall include any body corporate; references to a meeting shall not be taken as requiring more than one person to be present if any quorum requirement can be satisfied by one person; and headings and notes are included only for convenience and shall not affect construction.

AGREEMENT FOR DISTRIBUTION OF PROFITS AND ASSETS

Agreement with Unilever N.V.

The Company having entered into an Agreement dated 28th June, 1946 (as amended by Supplemental Agreements dated 20th July, 1951, 21st December, 1981, 15th May, 2006 and 20th May, 2009) with Unilever N.V. of the Netherlands known as the Equalisation Agreement for the distribution of profits and assets of both companies the Directors shall carry the same into effect, with full power nevertheless from time to time, subject to the sanctions hereinafter mentioned, to agree to any modification of the terms of the said Agreement and the provisions of these articles shall be subject to the said Agreement. No modification of the terms of the said Agreement shall be made without the previous sanction of:

(A) an ordinary resolution of the Company in general meeting; and

(B) an ordinary resolution passed at a separate general meeting of the holders of the Ordinary Shares,

and the provisions of article 11 shall apply to the separate general meeting hereinbefore mentioned, except only that the quorum necessary for the said meeting shall be the holders of a majority in nominal value of the Ordinary Shares present in person or by proxy, but so that, if at any adjourned separate general meeting of the holders of the Ordinary Shares such quorum be not present, those holders who are present in person or by proxy shall be a quorum.

LIMITED LIABILITY

Limited liability

4	The liability of members of the Company is limited to the amount, if any, unpaid on the shares in the Company held by them.

SHARE CAPITAL

Rights attached to shares

Subject to the provisions of the Companies Act and to any rights conferred on the holders of any other shares, any share may be issued with or have attached to it such rights and restrictions as the Company may by ordinary resolution decide or, if no such resolution has been passed or so far as the resolution does not make specific provision, as the Directors may decide. Such rights and restrictions shall apply to the relevant shares as if the same were set out in these articles.

Redemption of shares

Subject to the provisions of the Companies Acts and to any rights conferred on the holders of any class of shares, any share may be issued which is to be redeemed, or is to be liable to be redeemed at the option of the Company or the holder. The Directors may determine the terms, conditions and manner of redemption of any redeemable share so issued. Such terms and conditions shall apply to the relevant shares as if the same were set out in these articles.

Trusts not recognised

Except as ordered by a court of competent jurisdiction or as required by law, no person shall be recognised by the Company as holding any share upon any trust and the Company shall not be bound by or required in any way to recognise (even when having notice of it) any interest in any share other than an absolute right to the whole of the share in the holder.

Allotment of shares

Subject to the provisions of the Companies Acts these articles and to any resolution passed by the Company and without prejudice to any rights attaching to existing shares, the Directors may offer, allot, grant options over or otherwise deal with or dispose of shares in the Company to such persons, at such times and for such consideration and upon such terms as the Directors may decide.

Payment of commission

The Company may in connection with the issue of any shares or the sale for cash of treasury shares exercise all powers of paying commission and brokerage conferred or permitted by the Companies Acts. Any such commission or brokerage may be satisfied by the payment of cash or by the allotment of fully or partly-paid shares or other securities or partly in one way and partly in the other.

Repayment of capital in a winding-up

10	The Deferred Shares shall confer on the holders thereof the right in a winding-up to repayment of the capital paid up or credited as paid up thereon pari passu with the Ordinary Shares but shall not confer any further right to participation in the surplus assets of the Company.

Modification of rights

11	(A) So long as the capital is divided into different classes of shares, but subject to the Companies Acts, all or any of the rights and privileges attached to each class may from time to time be modified or abrogated in any manner with the consent in writing of the holders of three-fourths of the


Unilever Articles of Association		11

Articles of Association of Unilever PLC continued

issued shares of that class (excluding any shares of that class held as treasury shares) or with the sanction of a special resolution passed at a separate general meeting of the holders of shares of the class. To any such general meeting all the provisions of these articles as to general meetings of the Company shall mutatis mutandis apply but so that the necessary quorum shall be two persons at least holding or representing by proxy one-third of the capital paid up on the issued shares of the class (excluding any shares of that class held as treasury shares), that every holder of shares of the class shall be entitled on a poll to one vote for every such share held by him, that every holder of shares of the class present in person or by proxy may demand a poll and that if at any adjourned meeting a quorum as above defined be not present those of such holders who are present in person or by proxy shall be a quorum.

(B) Any increase in the number of Deferred Shares shall be deemed to be an alteration of the rights and privileges attaching to the Deferred Shares.

(C) Any alteration of the rights set out in article 91 shall be treated as a variation of the class rights of the holders of the Deferred Shares provided, however, that an alteration to such rights may be effected (without any such consent or sanction as aforesaid) by a resolution passed at a general meeting of the Company by a majority consisting of not less than two-thirds of such members as being entitled to vote at such meeting in person or by proxy, such majority comprising the holders of not less than one-half in nominal value of the entire issued share capital for the time being of the Company (but excluding any shares held as treasury shares) and being computed by reference to the number of votes to which each member is entitled by virtue of these articles.

(D) Subject as aforesaid the rights and privileges attached to any class shall for the purposes of this article not be deemed to be modified unless the modification prejudicially affects such rights or privileges

EVIDENCE OF TITLE TO SHARES

Uncertificated shares

(A) Pursuant and subject to the uncertificated securities rules, the Directors may permit title to shares of any class to be evidenced otherwise than by a certificate and title to shares of such a class to be transferred by means of a relevant system and may make arrangements for a class of shares (if all shares of that class are in all respects identical) to become a participating class. Title to shares of a particular class may only be evidenced otherwise than by a certificate where that class of shares is for the time being a participating class. The Directors may also, subject to compliance with the uncertificated securities rules, determine at any time that title to any class of shares may from a date specified by the Directors no longer be evidenced otherwise than by a certificate or that title to such a class shall cease to be transferred by means of any particular relevant system.

(B) In relation to a class of shares which is, for the time being, a participating class and for so long as it remains a participating class, no provision of these articles shall apply or have effect to the extent that it is inconsistent in any respect with:

(i) the holding of shares of that class in uncertificated form;

(ii) the transfer of title to shares of that class by means of a relevant system; and

(iii) any provision of the uncertificated securities rules, and, without prejudice to the generality of this article, no provision of these articles shall apply or have effect to the extent that it is in any respect inconsistent with the maintenance, keeping or entering up by the Operator, so long as that is permitted or required by the uncertificated securities rules, of an Operator register of securities in respect of that class of shares in uncertificated form.

(C) Shares of a class which is for the time being a participating class may be changed from uncertificated to certificated form, and from certificated to uncertificated form, in accordance with and subject as provided in the uncertificated securities rules, and the Directors shall record on the register of members that the shares are held in certificated or uncertificated form as appropriate.

(D) If, under these articles or the Companies Acts, the Company is entitled to sell, transfer or otherwise dispose of, forfeit, re-allot, accept the surrender of or otherwise enforce a lien over an uncertificated share, then, subject to these articles and the Companies Acts, such entitlement shall include the right of the board to:

(i) require the holder of that uncertificated share by notice in writing to change that share from uncertificated to certificated form within such period as may be specified in the notice and keep it as a certificated share for as long as the board requires;

(ii) appoint any person to take such other steps, by instruction given by means of a relevant system or otherwise, in the name of the holder of such share as may be required to effect the transfer of such share and such steps shall be as effective as if they had been taken by the registered holder of that share; and

(iii) take such other action that the board considers appropriate to achieve the sale, transfer, disposal, forfeiture, re-allotment or surrender of that share or otherwise to enforce a lien in respect of that share.

(E) Unless the Directors otherwise determine, shares which a member holds in uncertificated form shall be treated as separate holdings from any shares which that member holds in certificated form. However shares held in uncertificated form shall not be treated as forming a class which is separate from certificated shares with the same rights.

(F) Unless the Directors otherwise determine or the uncertificated securities rules otherwise require, any shares issued or created out of or in respect of any


12		Unilever Articles of Association

uncertificated shares shall be uncertificated shares and any shares issued or created out of or in respect of any certificated shares shall be certificated shares.

(G) The Company shall be entitled to assume that the entries on any record of securities maintained by it in accordance with the uncertificated securities rules and regularly reconciled with the relevant Operator register of securities are a complete and accurate reproduction of the particulars entered in the Operator register of securities and shall accordingly not be liable in respect of any act or thing done or omitted to be done by or on behalf of the Company in reliance on such assumption; in particular, any provision of these articles which requires or envisages that action will be taken in reliance on information contained in the register shall be construed to permit that action to be taken in reliance on information contained in any relevant record of securities (as so maintained and reconciled).

Certificated shares

Subject to the provisions of the uncertificated securities rules, the rules of any relevant system and these articles, every person (except a person to whom the Company is not by law required to issue a certificate) whose name is entered in the register as a holder of any certificated shares shall be entitled, without payment, to receive within two months after allotment or lodgment of a transfer to him of the shares or within two months after the relevant Operator-instruction is received by the Company (or within such other period as the terms of issue shall provide) one certificate for all the shares of any one class or several certificates each for one or more of the shares of the class in question upon payment for every certificate after the first of such reasonable out-of-pocket expenses as the Directors may from time to time decide. In the case of a certificated share held jointly by several persons, delivery of a certificate to one of several joint holders shall be sufficient delivery to all. A member who has transferred some of the shares comprised in his holding shall be entitled to a certificate for the balance without charge.

Replacement of certificates

If a share certificate is defaced, worn out, lost or destroyed, it may be replaced without fee but on such terms (if any) as to evidence and indemnity and to payment of the costs and any exceptional out-of-pocket expenses of the Company in investigating the evidence and preparing the indemnity as the Directors may decide and, where it is defaced or worn out, after delivery of the old certificate to the Company.

Execution of share certificates

Every share certificate shall be executed under a seal or in such other manner as the Directors having regard to the terms of issue and any listing requirements may authorise and shall specify the number and class of shares to which it relates and the amount or respective amounts paid up on the shares. The Directors may by resolution decide, either generally or in any particular case or cases, that any signatures on any share certificates need not be autographic but may be applied to the certificates by some mechanical means or may be printed on them or that the certificates need not be signed by any person.

LIEN

Company’s lien on shares not fully paid

The Company shall have a first and paramount lien on every share (not being a fully paid share) for all amounts payable to the Company (whether presently or not) in respect of that share. The Company’s lien on a share shall extend to all distributions and other amounts payable in respect of it. The Directors may at any time either generally or in any particular case waive any lien that has arisen or declare any share to be wholly or in part exempt from the provisions of this article.

Enforcing lien by sale

The Company may sell, in such manner as the Directors may decide, any shares on which the Company has a lien if a sum in respect of which the lien exists is presently payable and is not paid within 7 clear days after a notice in writing has been served on the holder of the shares, demanding payment and stating that if the notice is not complied with the shares may be sold. For giving effect to the sale the Directors may authorise some person to transfer the shares sold to or in accordance with the directions of the purchaser.

Validity of sales

The transferee shall be registered as the holder of the shares and he shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale. After his name has been registered the validity of the sale shall not be impeached by any person, and the remedy of any person aggrieved by the sale shall be in damages only and against the Company exclusively.

Application of proceeds of sale

The net proceeds, after payment of the costs, of the sale by the Company of any shares on which it has a lien shall be applied in or towards payment or discharge of the debt or liability in respect of which the lien exists so far as it is presently payable, and any residue shall (subject to a like lien for debts or liabilities not presently payable as existed upon the shares prior to the sale and upon surrender, if required by the Company, for cancellation of the certificate for the shares sold) be paid to the holder immediately before the sale.

CALLS ON SHARES

Calls

The Directors may from time to time make calls upon the members in respect of any moneys unpaid on their shares (whether on account of the nominal amount of the shares or by way of premium) and not payable on a date fixed by or in accordance with the terms of issue, and each member shall (subject to the Company serving upon him at least fourteen clear days’ notice specifying the time or times and place of payment) pay to the Company at the time or times and place so specified the amount called on his shares. A call may be revoked or postponed as the Directors may decide. A person upon whom a call is made shall remain liable for the call notwithstanding the subsequent transfer


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Articles of Association of Unilever PLC continued

of the shares in respect of which the call was made.

Payment on calls

21	A call may be made payable by instalments and shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed.

Liability of joint holders

22	The joint holders of a share shall be jointly and severally liable to pay all calls in respect of the share.

Interest due on non-payment

If a call remains unpaid after it has become due and payable, the person from whom it is due and payable shall pay interest on the amount unpaid from the day it is due and payable to the time of actual payment at such rate (not exceeding the Bank of England base rate by more than five percentage points) as the Directors may decide, and all expenses that have been incurred by the Company by reason of such non-payment, but the Directors shall be at liberty in any case or cases to waive payment of the interest or expenses wholly or in part.

Sums due on allotment to be treated as calls

Any sum which becomes payable on allotment or on any other date fixed by or in accordance with the terms of issue, whether on account of the nominal amount of the share or by way of premium, shall be deemed to be a call made, notified and payable on the date on which, by the terms of issue, it becomes payable and, in case of nonpayment, all the relevant provisions of these articles as to payment of interest, forfeiture or otherwise shall apply as if the sum had become payable by virtue of a call properly made and notified.

Power to differentiate

25	The Directors may on the issue of shares differentiate between the allottees or holders as to the amount of calls to be paid and the times of payment.

Payment of calls in advance

The Directors may, if they think fit, receive from any member who is willing to advance them all or any part of the moneys uncalled and unpaid upon any shares held by him and upon all or any of the moneys so advanced may (until they would, but for the advance, become presently payable) pay interest at such rate, (not exceeding the Bank of England base rate by more than five percentage points unless the Company by ordinary resolution shall otherwise direct) as the Directors may decide.

FORFEITURE OF SHARES

Notice may be given if call or instalment not paid

If any call or instalment of a call remains unpaid on any share after the day appointed for payment, the Directors may at any time serve a notice on the holder requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued, and all expenses that may have been incurred by the Company by reason of such non-payment.

Form of notice

The notice shall name a further day (not being less than fourteen clear days from the date of the notice) on or before which, and the place where, the payment required by the notice is to be made and shall state that in the event of non-payment on or before the day and at the place appointed, the shares in respect of which the call was made or instalment is payable will be liable to be forfeited. The Directors may accept the surrender of any share liable to be forfeited and, in that event, references in these articles to forfeiture shall include surrender.

Forfeiture of shares if non-compliance with notice

If the requirements of the notice are not complied with, any share in respect of which it was given may, at any time before payment of all calls or instalments and interest due in respect of it has been made, be forfeited by a resolution of the Directors to that effect and the forfeiture shall include all dividends declared and other moneys payable in respect of the forfeited shares and not paid before the forfeiture.

Notice after forfeiture

30	When any share has been forfeited, notice of the forfeiture shall be served upon the person who was before forfeiture the holder of the share but no forfeiture shall be invalidated by any omission or neglect to give the notice.

Sale of forfeited shares

Until cancelled in accordance with the requirements of the Companies Acts, a forfeited share shall be deemed to be the property of the Company and may be sold, re-allotted or otherwise disposed of either to the person who was, before forfeiture, the holder or to any other person upon such terms and in such manner as the Directors shall decide, and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled by the Directors on such terms as the Directors may decide.

Arrears to be paid notwithstanding forfeiture

A person whose shares have been forfeited shall cease to be a member in respect of them and shall surrender to the Company for cancellation the certificate for the forfeited shares but shall remain liable to pay to the Company all moneys which at the date of the forfeiture were payable by him to the Company in respect of those shares with interest thereon at such rate (not exceeding the Bank of England base rate by more than five percentage points) as the Directors may decide from the date of forfeiture until payment, and the Company may enforce payment without being under any obligation to make any allowance for the value of the shares forfeited or for any consideration received on their disposal.

Effect of forfeiture

33	The forfeiture of a share shall involve the extinction of all interest in and also of all claims and demands against the Company in respect of the share and all other rights incident to the share, except only such of those rights as by these articles are expressly saved.


14		Unilever Articles of Association

Statutory declaration as to forfeiture

A statutory declaration that the declarant is a Director of the Company or the Secretary and that a share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the share. The Company may receive the consideration (if any) given for the share on its sale, re-allotment or disposition and the Directors may authorize some person to transfer the share to the person to whom it is sold, re-allotted or disposed of and, if the share is in registered form, he shall be registered as the holder of the share and shall not be bound to see to the application of the purchase money (if any) nor shall his title to the share be affected by any irregularity or invalidity in the proceedings relating to the forfeiture, sale, re-allotment or disposal.

TRANSFER OF SHARES

Transfer

35	Subject to such of the restrictions of these articles as may be applicable:-

(A) any member may transfer all or any of his uncertificated shares by means of a relevant system in such manner provided for, and subject as provided in the uncertificated securities rules, and accordingly no provision of these articles shall apply in respect of an uncertificated share to the extent that it requires or contemplates the effecting of a transfer by an instrument in writing or the production of a certificate for the share to be transferred; and

(B) any member may transfer all or any of his certificated shares by an instrument of transfer in any usual form or in any other form which the Directors may approve.

Execution of transfer

The instrument of transfer of a certificated share shall be executed by or on behalf of the transferor and (in the case of a partly paid share) the transferee, and the transferor shall be deemed to remain the holder of the share concerned until the name of the transferee is entered in the register in respect of it. All instruments of transfer, when registered, may be retained by the Company. The transfer books may be closed during such time as the Directors think fit, not exceeding in the whole thirty days in each year.

Right to decline to register transfer of partly paid shares

37	The Directors can decline to register any transfer of any share which is not a fully paid share.

Further rights to decline to register transfer

38	(A) Registration of a transfer of an uncertificated share can be declined in the circumstances set out in the uncertificated securities rules, and where, in the case of a transfer to joint holders, the number of joint holders to whom the uncertificated share is to be transferred exceeds four.

(B) The Directors may decline to register any transfer of a certificated share unless:-

(i) the instrument of transfer is duly stamped or duly certified or otherwise shown to the satisfaction of the Directors to be exempt from stamp duty and is left at the office or such other place as the Directors may from time to time determine accompanied (save in the case of a transfer by a person to whom the Company is not required by law to issue a certificate and to whom a certificate has not been issued) by the certificate for the share to which it relates and such other evidence as the Directors may reasonably require to show the right of the person signing the instrument of transfer to make the transfer and, if the instrument of transfer is signed by some other person on his behalf, the authority of that person so to do;

(ii) the instrument of transfer is in respect of only one class of share; and

(iii) in the case of a transfer to joint holders, the number of joint holders to whom the share is to be transferred does not exceed four.

(C) For all purposes of these articles relating to the registration of transfers of shares, the renunciation of the allotment of any shares by the allottee in favour of some other person shall be deemed to be a transfer and the Directors shall have the same powers of refusing to give effect to such a renunciation as if it were a transfer.

Notice of refusal

If the Directors decline to register a transfer they shall, within two months after the date on which the instrument of transfer was lodged or, in the case of uncertificated shares, within two months after the date on which the relevant Operator-instruction is received, send to the transferee notice of the refusal.

No fee payable on registration

40	No fee shall be charged by the Company for registering any transfer or document relating to or affecting the title to any share or for making any other entry in the register.

TRANSMISSION OF SHARES

Transmission of registered shares on death

If a member dies, the survivor or survivors, where he was a joint holder, and his personal representatives, where he was a sole holder or the only survivor of joint holders, shall be the only persons recognised by the Company as having any title to his shares; but nothing contained in these articles shall release the estate of a deceased holder from any liability in respect of any share held by him solely or jointly with other persons.

Entry of transmission in register

Where the entitlement of a person to a share in consequence of the death or bankruptcy of a member or of any other event giving rise to its transmission by operation of law is proved to the satisfaction of the Directors, the Directors shall cause the entitlement of that person to be noted in the register.


Unilever Articles of Association		15

Articles of Association of Unilever PLC continued

Election of person entitled by transmission

Any person entitled by transmission to a share may, subject as provided elsewhere in these articles, elect either to become the holder of the share or to have some person nominated by him registered as the holder. If he elects to be registered himself, he shall give notice to the Company to that effect. If he elects to have another person registered, he shall transfer title to the share to that person. All the provisions of these articles relating to the transfer of shares shall apply to the notice or transfer as if the death or bankruptcy of the member or other event giving rise to the transmission had not occurred and the notice or transfer was given or executed by the member.

Rights of person entitled by transmission

Where a person becomes entitled by transmission to a share, the rights of the holder in relation to that share shall cease, but the person entitled by transmission to the share may give a good discharge for any dividends or other moneys payable in respect of it and shall have the same rights in relation to the share as he would have had if he were the holder of it, provided that, in order to vote at any general meeting in respect thereof, he shall have satisfied the Directors of his entitlement 48 hours at least before the time of holding the meeting at which he proposes to vote, or the Directors have previously admitted his right to vote in respect thereof. The Directors may at any time give notice requiring the person to elect either to be registered himself or to transfer the share and if the notice is not complied with within sixty days the Directors may withhold payment of all dividends and other moneys payable in respect of the share until the requirements of the notice have been complied with or, where the share is fully paid up, may deem the person to have elected to be registered as a member in respect thereof and he may be registered accordingly.

CONVERSION OF SHARES INTO STOCK

Conversion of shares into stock

The Company in general meeting may convert any paid up shares (excluding any shares held as treasury shares) into stock and may reconvert any stock into paid-up shares of any denomination. When any shares have been converted into stock the several holders of such stock may thenceforth transfer their respective interests therein or any part of such interest in the same manner and subject to the same regulations and restrictions as and subject to which shares in the Company’s capital may then be transferred or as near thereto as circumstances will admit. But the Directors may from time to time, if they think fit, fix the minimum amount of stock transferable, and direct that fractions of a pound shall not be dealt with, with power, nevertheless, at their discretion to waive such rules in any particular case.

Rights of stockholders

46	The stock shall confer on the holders thereof respectively the same privileges and advantages as regards participation in profits and voting at meetings of the Company, and for other purposes as would have been conferred by shares of equal amount in the capital of the

Company, of the same class as the shares from which such stock was converted, but so that none of such privileges or advantages except the participation in profits of the Company or in the assets of the Company on a winding-up shall be conferred by any such aliquot part of stock as would not, if existing in shares, have conferred such privileges or advantages. No such conversion shall prejudice or affect any preference or other special privilege attached to the shares so converted. Save as aforesaid all the provisions herein contained shall, so far as circumstances will admit, apply to stock as well as to shares. The stock resulting from the conversion of any class of shares into stock shall be described in the same manner as such class with the substitution of the word “stock” for shares.

SHARE WARRANTS TO BEARER

Issue of share warrants

No share warrants shall be issued in respect of any Deferred Shares of the Company, but subject to this provision the Company is hereby authorised to issue share warrants under the powers given by the Companies Acts, and the Directors may accordingly, with respect to any shares which are fully paid-up (in any case in which they shall in their discretion think fit so to do), upon an application in writing signed by the person registered as the holder of such shares and authenticated by such statutory declaration or other evidence (if any) as the Directors may from time to time require as to the identity of the person signing the request, and upon receiving the certificate (if any) of such shares, and the amount of the stamp duty on such warrant, or if the Company shall previously have compounded for such stamp duty, then such sum (if any) as the Directors may determine in respect of the amount payable for such composition, and such fee as the Directors may from time to time require, issue under a seal at the expense in all respects of the person applying for the same a warrant duly stamped stating that the bearer of the warrant is entitled to the shares therein specified, and may, in any case in which a warrant is so issued, provide by coupons or otherwise for the payment of the future dividends or other moneys on the shares included in such warrant.

Bearer of warrants deemed a member of the Company

Subject to the provisions of these articles and of the Companies Acts, the bearer of a warrant shall be deemed to be a member of the Company and shall be entitled to the same privileges and advantages as he would have had if his name had been included in the register as the holder of the shares specified in such warrant.

Restrictions on attending and voting at meetings

No person shall as bearer of a warrant, be entitled (a) to sign a requisition for calling a meeting or to give notice of intention to submit a resolution to a meeting, or (b) to attend or vote by himself or his proxy, or exercise any privilege as a member at a meeting, unless he shall, in case (a) before or at the time of lodging such requisition or giving such notice of intention as aforesaid, or in case (b) three days at least before the day fixed for the meeting,


16		Unilever Articles of Association

have deposited at the office or at such other place as may be specified in the notice the warrant in respect of which he claims to act, attend or vote as aforesaid, and unless the warrant shall remain so deposited until after the meeting and any adjournment thereof shall have been held.

One name only to be received as holder of share warrant

50	Not more than one name shall be received as that of the holder of a warrant.

Issue of deposit certificate in respect of share warrants

To any person so depositing a warrant there shall be delivered a certificate stating his name and address, and describing the shares included in the warrant so deposited, and bearing the date of issue of the certificate, and such certificate shall entitle him, or his proxy duly appointed, as hereinafter provided, to attend and vote at any general meeting held within three months from the date of the certificate in the same way as if he were the registered holder of the shares specified in the certificate.

Surrender of deposit certificate

52	Upon delivery up of the certificate to the Company, the bearer of the certificate shall be entitled to receive the warrant in respect of which the certificate was given.

Restriction on exercise of rights of membership

53	The holder of a warrant shall not, save as aforesaid, be entitled to exercise any right as a member, unless (if called upon by any Director or the Secretary so to do) he produces his warrant and states his name and address.

Issue of new share warrants

The Directors may from time to time make regulations as to the terms upon which, if they in their discretion think fit, a new warrant or coupon may be issued in any case in which a warrant or coupon may have been worn out, defaced or destroyed, but no new warrant may be issued to replace one that has been destroyed unless the Directors are satisfied beyond reasonable doubt that the original has been destroyed.

Transfer of share warrants

55	The shares included in any warrant shall be transferred by the delivery of the warrant without any written transfer and without registration, and to shares so included the provisions hereinbefore contained with reference to the transfer of shares shall not apply.

Issue of shares on surrender of share warrants

Upon the surrender of his warrant together with the outstanding dividend coupons, if any, in respect thereof to the Company for cancellation, the bearer of a warrant shall be entitled to have his name entered as a member in the register in respect of the shares included in the warrant, but the Company shall in no case be responsible for any loss or damage incurred by any person by reason of the Company entering in its register upon the surrender of a warrant the name of any person not the true and lawful owner of the warrant surrendered.

UNTRACED SHAREHOLDERS

Sale of shares of untraced shareholders

57	The Company may sell any shares in the Company on behalf of the holder of, or person entitled by transmission to, the shares by instructing a member of the London Stock Exchange plc to sell them in accordance with the best practice then obtaining if:-

(A) the shares are in certificated form,

(B) the shares have been in issue either in certificated or uncertificated form throughout the qualifying period and at least three cash dividends have become payable on the shares during the qualifying period,

(C) no cash dividend payable on the shares has either been claimed by presentation to the paying bank of the relative cheque or warrant or been satisfied by the transfer of funds to a bank account designated by the holder of, or person entitled by transmission to, the shares or by the transfer of funds by means of a relevant system at any time during the relevant period,

(D) so far as any Director of the Company at the end of the relevant period is then aware, the Company has not at any time during the relevant period received any communication from the holder of, or person entitled by transmission to, the shares, and

(E) the Company has caused two advertisements to be published, one in a daily newspaper with a national circulation in the United Kingdom and the other in a newspaper circulating in the area of the address of the holder of, or person entitled by transmission to, the shares shown in the register, giving notice of its intention to sell the shares and a period of three months has elapsed from the date of publication of the advertisements or of the last of the two advertisements to be published if they are published on different dates.

For the purpose of this article:

“the qualifying period” means the period of twelve years immediately preceding the date of publication of the advertisements referred to in sub-paragraph (E) above or of the first of the two advertisements to be published if they are published on different dates; and

“the relevant period” means the period beginning at the commencement of the qualifying period and ending on the date when all the requirements of sub-paragraphs (A) to (E) above have been satisfied.

If, after the publication of either or both of the advertisements referred to in sub-paragraph (E) above but before the Company has become entitled to sell the shares pursuant to this paragraph of this article, the requirements of sub-paragraph (C) or (D) above cease to be satisfied, the Company may nevertheless sell those shares after the requirements of sub-paragraphs (A) to (E) above have been satisfied afresh in relation to them.


Unilever Articles of Association		17

Articles of Association of Unilever PLC continued

If during any relevant period further shares have been issued in right of those held at the beginning of that relevant period or of any previously so issued during that relevant period and all the requirements of sub-paragraphs (A) and (C) to (E) above have been satisfied in regard to the further shares, the Company may also sell the further shares.

To give effect to any sale of shares pursuant to this paragraph of this article the Directors may authorise some person to transfer the shares in question and an instrument of transfer executed by that person shall be as effective as if it had been executed by the holder of, or person entitled by transmission to, the shares. The purchaser shall not be bound to see to the application of the purchase moneys nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale. The net proceeds of sale shall belong to the Company and, upon their receipt, the Company shall become indebted to the former holder of, or person entitled by transmission to, the shares for an amount equal to the net proceeds unless and until forfeited under this article. No trust shall be created in respect of the debt and no interest shall be payable in respect of it and the Company shall not be required to account for any moneys earned from the net proceeds which may be employed in the business of the Company or as it thinks fit. If no valid claim for the money has been received by the Company during a period of six years from the date on which the relevant shares were sold by the Company under this article, the money will be forfeited and will belong to the Company.

Cessation of sending dividend payments

The Company may cease to send any cheque or warrant or other financial instrument through the post or employ any other means of payment, including by means of a relevant system, for any dividend payable on any shares in the Company which is normally paid in that manner on those shares if either (a) in respect of at least two consecutive dividends payable on those shares the cheques or warrants or other financial instruments have been returned undelivered or remain uncashed or that means of payment has failed or (b) following one such occasion reasonable enquiries have failed to establish any new address or account of the registered holder. Subject to the provisions of these articles, the Company may recommence sending cheques or warrants or other financial instruments or employing such other means in respect of dividends payable on those shares if the holder or person entitled by transmission requests such recommencement in writing.

ALTERATION OF CAPITAL

Sub-division

59	Any resolution authorising the Company to sub-divide its shares or any of them may determine that, as between the shares resulting from the sub-division, any of them may have any preference or advantage or be subject to any restriction as compared with the others.

Fractions

Whenever as a result of a consolidation, any members would become entitled to fractions of a share, the Directors may deal with the fractions as they think fit and in particular may sell the shares representing the fractions to any person (including, subject to the provisions of the Companies Acts, the Company) and distribute the net proceeds of sale in due proportion among those members and the Directors may authorise some person to transfer or deliver the shares to, or in accordance with the directions of, the purchaser. The person to whom any shares are transferred or delivered shall not be bound to see to the application of the purchase moneys nor shall his title to the shares be affected by any irregularity in, or invalidity of, the proceedings relating to the sale.

GENERAL MEETINGS

Insufficient Directors within the United Kingdom

61	If at any time there are not within the United Kingdom sufficient Directors capable of acting to form a quorum, any Director or any two members of the Company may convene a general meeting in the same manner as nearly as possible as that in which meetings may be convened by the Directors.

NOTICE OF GENERAL MEETINGS

Omission or non-receipt of notice

(A) The accidental omission to give any notice of a meeting or the accidental omission to send any document relating to any meeting, or the non-receipt (even if the Company becomes aware of such non-receipt) of any such notice or document or other information, by any person entitled to receive the notice or document shall not invalidate the proceedings at that meeting; and

(B) a member present in person or by proxy at a meeting shall be deemed to have received proper notice of that meeting and, where applicable, of the purpose of that meeting.

PROCEEDINGS AT GENERAL MEETINGS

Quorum

No business shall be transacted at any general meeting (except the declaration and sanction of a dividend) unless a quorum is present when the meeting proceeds to business, but the absence of a quorum shall not preclude the choice or appointment of a chairman which shall not be treated as part of the business of the meeting. Save as otherwise provided by these articles, seven members present in person or by proxy and entitled to vote shall be quorum for all purposes.


18		Unilever Articles of Association

Dissolution and adjournment of meeting if quorum not present

If within five minutes (or such longer time not exceeding one hour as the chairman of the meeting may decide to= wait) after the time appointed for the commencement of the meeting a quorum is not present, the meeting, if convened on the requisition of members, shall be dissolved and in any other case it shall stand adjourned to such other day (not being less than ten clear days later) and at such other time or place as the chairman of the meeting may decide and at such adjourned meeting one member present in person or by proxy and entitled to vote (whatever the number of shares held by him) shall be a quorum and the notice of the adjourned meeting shall state that one member present in person or by proxy and entitled to vote (whatever the number of shares held by him) shall be a quorum.

Chairman of general meeting

The chairman (if any) of the 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 of the meeting has ceased to be present at the meeting in accordance with article 69(D)(b), the chairman of the meeting shall be chosen as follows: (a) the Directors present at any location at which the meeting is being held under Article 69(A) shall choose one of their number 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 Article, 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 Article only, if 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 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.

Entitlement to attend and speak

66	Each Director shall be entitled to attend and speak at any general meeting of the Company and at any separate general meeting of the holders of any class of shares in the Company.

Adjournments and notice of adjournment

(A) In addition to the chairman’s power to adjourn a meeting conferred by Article 69, the chairman may at any time without the consent of the meeting adjourn any meeting (whether or not it has commenced or a quorum is present) either sine die or to another time or place where it appears to him that (a) the members entitled to vote wishing to attend cannot be conveniently accommodated in the place appointed for the meeting or (b) the conduct of persons present prevents or is likely to prevent the orderly continuation of business or (c) an adjournment is otherwise

necessary so that the business of the meeting may be properly conducted. In addition, the chairman may at any time with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting either sine die or to another time or place. When a meeting is adjourned sine die the time and place for the adjourned meeting shall be fixed by the Directors. No business shall be transacted at any adjourned meeting except business which might properly have been transacted at the meeting had the adjournment not taken place.

(B) When a meeting is adjourned for three months or more, or sine die, or if business is to be transacted at an adjourned meeting the general nature of which was not stated in the notice of the original meeting, notice of the adjourned meeting shall be given as in the case of an original meeting. Except as provided in this article, it shall not be necessary to give any notice of an adjourned meeting or of the business to be transacted at an adjourned meeting.

Amendments to resolutions

In the case of a resolution duly proposed as a special resolution no amendment thereto (other than an amendment to correct a patent error) may be considered or voted upon and in the case of a resolution duly proposed as an ordinary resolution no amendment thereto (other than an amendment to correct a patent error) may be considered or voted upon unless either at least two working days prior to the date appointed for holding the meeting or adjourned meeting at which such ordinary resolution is to be proposed notice in writing of the terms of the amendment and intention to move the same has been received by the Company at the office or the chairman of the meeting in his absolute discretion decides that it may be considered or voted upon. With the consent of the chairman of the meeting, an amendment may be withdrawn by its proposer before it is put to the vote.

Arrangements for participation in general meetings

(A) The Directors shall determine the location or locations (which may be in the United Kingdom or elsewhere) at which any general meeting of the Company shall take place. Where the meeting is to take place at more than one location, the Directors shall determine for each location whether (i) all Directors (if any), members and proxies present at that location shall be treated as being present at the meeting (a “ Member Venue ”) or (ii) only Directors qua Directors and not members or proxies present at that location shall be treated as being present at the meeting (a “ Director-only Venue ”). There must be at least one Member Venue in the United Kingdom. Where members and proxies are treated as being present at a meeting in accordance with this article, they shall be counted in the quorum for and entitled to speak and vote at that meeting. The meeting may be chaired from any of the meeting venues.

(B) Where the Directors determine that any general meeting is to take place at more than one location, adequate facilities shall be made available (including by use of any means of communication) to ensure that persons at each location who are to be treated as being present at the meeting in accordance with Article 69(A) have a reasonable opportunity to see and hear any other


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Articles of Association of Unilever PLC continued

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 person who is treated as being present at the meeting at any other location.

(C) Where, upon commencement of or during any general meeting, any Member Venue does not, or ceases to, satisfy the requirements of Article 69(B) in respect of any other Member Venue, the chairman of the meeting (wherever located) shall adjourn the meeting and such adjournment shall be communicated to each relevant location as soon as possible. The chairman 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 of time as he deems necessary to resolve any communication issues or to relocate persons attending any Member Venue that ceases to satisfy the requirements of Article 69(B) to another venue or venues at which such requirements may be satisfied. In the event of an adjournment, any business conducted at the general meeting prior to such adjournment shall not be treated as invalid by reason of the circumstances leading to the adjournment.

(D) Where, upon commencement of or during any general meeting, all Member Venues are able to satisfy the requirements of Article 69(B) in respect of all other Member Venues, but one or more Director-only Venues is not able to satisfy the requirements of Article 69(B) with respect to any other location:

(a) the general meeting shall not be adjourned;

(b) all persons present at any relevant Director-only Venues shall not be treated as being present at the meeting;

(c) the identity of the chairman of the meeting shall be determined in accordance with Article 65 on the basis of those persons present at the meeting (and if during the course of a meeting, the chairman of the meeting has ceased to be present at the meeting in accordance with Article 69(D)(b), a new person shall preside as chairman, the identity of whom shall be decided in accordance with Article 65); and

(d) the business concluded at the general meeting shall not be treated as invalid by reason of the failure of one or more Director-only Venues being unable to satisfy the requirements of Article 69(B).

(E) The Directors may permit persons (including holders of shares in the capital of Unilever N.V. and their proxies) who are not otherwise entitled to attend general meetings to (i) be present at one or more of the locations at which they determine that the general meeting shall take place in accordance with Article 69(A) or (ii) have a reasonable opportunity to be able to view and hear the proceedings of the general meeting and to address the meeting from any other venue by use of any means of communication. Those persons shall not be treated as being present at or to be able to vote at the meeting but shall be entitled to address the meeting unless the chairman of the meeting determines, in connection with the keeping of good order at

the meeting or otherwise, that (either in respect of a particular person or generally) (a) the right to address the meeting is withdrawn, (b) the permission to attend the meeting is withdrawn or (c) where the participation by such persons in the meeting is not in person but by any other means of communication, that such other means of communication may be withdrawn. The business concluded at the general meeting shall not be treated as invalid by reason of the failure of such persons to view or hear all or any part of the proceedings of the meeting or by any determination of the chairman of the meeting in accordance with parts (a), (b) or (c) of this Article above. Without limiting the generality of the foregoing provisions of this Article, the Directors may make arrangements for (x) any general meeting of the Company to be held at the same (or similar) time as a general meeting of Unilever N.V. (the “ N.V. Meeting ”) and for holders of shares in Unilever N.V. (“ Unilever N.V. Shareholders ”), their proxies and such other persons as are permitted to attend the N.V. Meeting to be present at one or more of the locations at which the general meeting is to take place in accordance with Article 69(A) or such other N.V. Meeting location that is being provided for Unilever N.V. Shareholders to be present at the N.V. Meeting and (y) for the chairman of the meeting and/or any Director and/or any member and/or proxy and/ or any Unilever N.V. Shareholder and/or proxy of such a shareholder at any such location to address the general meeting and the N.V. Meeting simultaneously.

(F) The Directors may from time to time make arrangements for controlling or regulating the level of attendance at any venue for which arrangements have been made pursuant to Article 69(A) (including, without limitation, the issue of tickets or the imposition of some other means of selection, or limiting attendance by shareholders to certain meeting venues only) that they, in their absolute discretion, think appropriate, and can change those arrangements at any time. If, pursuant to those arrangements, a person entitled to attend a general meeting is not entitled to attend in person or (in the case of a member) by proxy at a particular Member Venue, he shall be entitled to attend in person or (in the case of a member) by proxy at another Member Venue (whether or not previously advertised) for which arrangements have been made pursuant to Article 69(A). The entitlement of any such person to be present at such venue in person or (in the case of a member) by proxy shall be subject to any such arrangement then in force. The notice of meeting does not have to give details of any arrangements under this Article. The Company will so far as practicable notify members of details of these arrangements prior to the relevant general meeting, including by way of a public announcement. The failure to notify members in accordance with this Article shall not invalidate the business conducted at the general meeting.

(G) The provisions of this Article 69 shall apply to any adjourned general meeting, mutatis mutandis.

Security arrangements at general meetings

70	The Directors may direct that persons wishing to attend any general meeting should submit to such searches or other security arrangements or restrictions as the Directors shall consider appropriate in the circumstances and shall be entitled in their absolute discretion to (or to


20		Unilever Articles of Association

authorise some one or more persons to) refuse entry to, or to eject from, such general meeting any person who fails to submit to such searches or to otherwise comply with such security arrangements or restrictions.

VOTING

Method of voting

At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is properly demanded. Without prejudice to the other provisions of this article, the chairman may, in his absolute discretion, demand a poll on all or some of the resolutions put to the vote of the meeting before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll. Subject to the Companies Acts, a poll may be demanded by:-

(A) the chairman of the meeting, or

(B) at least three members present in person or by proxy and entitled to vote, or

(C) any member or members present in person or by proxy and representing in the aggregate not less than one-tenth of the total voting rights of all the members having the right to attend and vote at the meeting; or

(D) any member or members present in person or by proxy and holding shares conferring a right to attend and vote at the meeting on which there have been paid-up sums in the aggregate equal to not less than one-tenth of the total sum paid-up on all the shares conferring that right.

Unless a poll is so demanded and the demand is not withdrawn, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or not carried by a particular majority or lost and an entry to that effect in the book of proceedings of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded for or against the resolution.

Effect of properly demanded poll

72	If a poll is demanded it shall be taken in such manner as the chairman shall direct and he may appoint scrutineers who need not be members. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

When poll to be taken

A poll demanded on the election of a chairman, or on a question of adjournment, shall be taken forthwith. A poll demanded on any other question shall be taken either forthwith or on such date (being not later than thirty days after the date of the demand) and at such time and place as the chairman shall direct. It shall not be necessary (unless the chairman otherwise directs) for notice to be given of a poll.

Continuance of business after demand for poll

The demand for a poll (other than on the election of a Chairman of the meeting or on a question of adjournment) shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll was demanded, and it may be withdrawn with the consent of the chairman at any time before the close of the meeting or the taking of the poll, whichever is the earlier, and in that event shall not invalidate the result of a show of hands declared before the demand was made.

Voting rights

On a show of hands, members shall be entitled to vote at a general meeting in accordance with the Companies Acts. For this purpose, where a proxy is given discretion as to how to vote on a show of hands, this shall be treated as an instruction by the relevant member to vote in the way in which the proxy elects to exercise that discretion. On a poll every member who is present in person or by proxy shall have one vote for every 31/9 pence nominal of capital held by him of whatever class.

Voting rights of joint holders

In the case of joint holders of a share the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the register in respect of the joint holding.

Exercise of voting rights for incapable member

A member in respect of whom an order has been made by any competent court or official on the ground that he is or may be suffering from mental disorder or is otherwise incapable of managing his affairs may vote at any general meeting of the Company and may exercise any other right conferred by membership in relation to general meetings by or through any person authorised in such circumstances to do so on his behalf (and that person may vote by proxy) provided that evidence to the satisfaction of the Directors of the authority of the person claiming to exercise the right to vote or such other right shall be received by the Company not later than the last time at which appointments of proxies should have been received in order to be valid for use at that meeting or on the holding of that poll.

No right to vote where sums still payable

No member shall, unless the Directors otherwise decide, be entitled to vote (either personally or by proxy) at any general meeting of the Company or upon a poll or to exercise any other right conferred by membership in relation to general meetings or polls unless all calls or other sums presently payable by him in respect of shares in the Company have been paid.

Suspension of rights where non-disclosure of interest

(A) Where the holder of any shares in the Company, or any other person appearing to be interested in those shares, fails to comply within the relevant period with any statutory notice in respect of those shares or, in purported compliance with such a notice, has made a statement which is false or inadequate in a material particular, the Company may give the holder of those shares a further


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notice (a “restriction notice”) to the effect that from the service of the restriction notice those shares will be subject to some or all of the relevant restrictions, and from service of the restriction notice those shares shall, notwithstanding any other provision of these articles, be subject to those relevant restrictions accordingly. For the purpose of enforcing the relevant restriction referred to in sub-paragraph (iii) of the definition of “relevant restrictions”, the Directors may give notice to the relevant member requiring the member to change the relevant shares held in uncertificated form to certificated form by the time stated in the notice. The notice may also state that the member may not change any of the relevant shares held in certificated form to uncertificated form. If the member does not comply with the notice, the Directors may authorise any person to instruct the Operator to change the relevant shares held in uncertificated form to certificated form.

(B) If after the service of a restriction notice in respect of any shares the Directors are satisfied that all information required by any statutory notice relating to those shares or any of them from their holder or any other person appearing to be interested in the shares the subject of the restriction notice has been supplied, the Company shall, within seven days, cancel the restriction notice. The Company may at any time at its discretion cancel any restriction notice or exclude any shares from it. The Company shall cancel a restriction notice within seven days after receipt of a notice in writing that the relevant shares have been transferred pursuant to an arm’s length sale.

(C) Where any restriction notice is cancelled or ceases to have effect in relation to any shares, any moneys relating to those shares which were withheld by reason of that notice shall be paid without interest to the person who would but for the notice have been entitled to them or as he may direct.

(D) Any new shares in the Company issued in right of any shares subject to a restriction notice shall also be subject to the restriction notice, and the Directors may make any right to an allotment of the new shares subject to restrictions corresponding to those which will apply to those shares by reason of the restriction notice when such shares are issued.

(E) Any holder of shares on whom a restriction notice has been served may at any time request the Company to give in writing the reason why the restriction notice has been served, or why it remains uncancelled, and within 14 days of receipt of such a notice the Company shall give that information accordingly.

(F) If a statutory notice is given by the Company to a person appearing to be interested in any share, a copy shall at the same time be given to the holder, but the failure or omission to do so or the non-receipt of the copy by the holder shall not invalidate such notice.

(G) This article is in addition to, and shall not in any way prejudice or affect, the statutory rights of the Company arising from any failure by any person to give any information required by a statutory notice within the time

specified in it. For the purpose of this article a statutory notice need not specify the relevant period, and may require any information to be given before the expiry of the relevant period.

(H) In this article:-

a sale is an “arm’s length sale” if the Directors are satisfied that it is a bona fide sale of the whole of the beneficial ownership of the shares to a party unconnected with the holder or with any person appearing to be interested in such shares and shall include a sale made by way of or in pursuance of acceptance of a takeover offer and a sale made through a recognised investment exchange or any other stock exchange outside the United Kingdom. For this purpose an associate (within the definition of that expression in any statute relating to insolvency in force at the date of adoption of this article) shall be included amongst the persons who are connected with the holder or any person appearing to be interested in such shares;

“person appearing to be interested” in any shares shall mean any person named in a response to a statutory notice or otherwise notified to the Company by a member as being so interested or shown in any register or record kept by the Company under the Companies Acts as so interested or, taking into account a response or failure to respond in the light of the response to any other statutory notice and any other relevant information in the possession of the Company, any person whom the Company knows or has reasonable cause to believe is or may be so interested;

“person with a 0.25 per cent. interest” means a person who holds, or is shown in any register or record kept by the Company under the Companies Acts as having an interest in, shares in the Company which comprise in total at least 0.25 per cent. in number or nominal value of the shares of the Company (calculated exclusive of any shares held as treasury shares), or of any class of such shares (calculated exclusive of any shares of that class held as treasury shares), in issue at the date of service of the restriction notice;

“relevant period” means a period of 14 days following service of a statutory notice;

“relevant restrictions” mean in the case of a restriction notice served on a person with a 0.25 per cent. interest that:-

(i) the shares shall not confer on the holder any right to attend or vote either personally or by proxy at any general meeting of the Company or at any separate general meeting of the holders of any class of shares in the Company or to exercise any other right conferred by membership in relation to general meetings;

(ii) the Directors may withhold payment of all or any part of any dividends or other moneys payable in respect of the shares and the holder shall not be entitled to receive shares in lieu of dividend;


22		Unilever Articles of Association

(iii) the Directors may decline to register a transfer of any of the shares which are certificated shares, unless such a transfer is pursuant to an arm’s length sale

and in any other case mean only the restriction specified in sub-paragraph (i) of this definition; and

“statutory notice” means a notice served by the Company under the Companies Acts requiring particulars of interests in shares or of the identity of persons interested in shares.

Objections

If:-

(A) any objection shall be raised to the qualification of any voter, or

(B) any votes have been counted which ought not to have been counted or which might have been rejected, or

(C) any votes are not counted which ought to have been counted, the objection or error shall not vitiate the decision of the meeting or adjourned meeting on any resolution unless it is raised or pointed out at the meeting or, as the case may be, the adjourned meeting at which the vote objected to is given or tendered or at which the error occurs. Any objection or error shall be referred to the chairman of the meeting and shall only vitiate the decision of the meeting on any resolution if the chairman decides that the same may have affected the decision of the meeting. The decision of the chairman on such matters shall be conclusive.

PROXIES

Appointment of proxies

An appointment of a proxy shall be in writing signed by the appointor or his duly authorised attorney or, if the appointor is a corporation, shall either be executed under its seal or signed by an officer, attorney or other person authorised to sign it. If a member appoints more than one proxy and the proxy forms appointing those proxies would give those proxies the apparent right to exercise votes on behalf of the member in a general meeting over more shares than are held by the member, then each of those proxy forms will be invalid and none of the proxies so appointed will be entitled to attend, speak or vote at the relevant general meeting.

Receipt of proxies

82	(A) The appointment of a proxy must:

(i) in the case of an appointment made in hard copy form, be received at the office (or such other place as may be specified by the Company for the receipt of appointments of proxy in hard copy form) together with (if required by the Directors) any authority under which it is made or a copy of the authority, certified notarially or in accordance with the Powers of Attorney Act 1971 or in some other manner approved by the Directors not less than forty eight hours (or such shorter time as the Directors may determine) before the time appointed for holding the meeting or

adjourned meeting at which the person named in the appointment proposes to vote;

(ii) in the case of an appointment made by electronic means, be received at the address specified by the Company for the receipt of appointments of proxy by electronic means not less than forty eight hours (or such shorter time as the Directors may determine) before the time appointed for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote. Any authority pursuant to which such an appointment is made or a copy of the authority, certified notarially or in accordance with the Powers of Attorney Act 1971 or in some other manner approved by the Directors, must, if required by the Directors, be received at such address or at the office (or such other place in the United Kingdom as may be specified by the Company for the receipt of notices) not less than forty eight hours (or such shorter time as the Directors may determine) before the time appointed for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote;

(iii) in the case of a poll taken more than forty eight hours after it was demanded, be received as aforesaid not less than twenty four hours (or such shorter time as the Directors may determine) before the time appointed for the taking of the poll;

(iv) in the case of a poll taken following the conclusion of a meeting or adjourned meeting but not more than forty eight hours after it was demanded, be received as aforesaid before the end of the meeting at which it was demanded (or such later time as the board may determine),

and an appointment of a proxy in a manner which is not or in respect of which the authority or copy thereof is not, permitted by these articles shall be invalid. When two or more valid but differing appointments of a proxy are received in respect of the same share for use at the same meeting or poll, the one which is last received (regardless of its date or of the date of its signature) shall be treated as replacing and revoking the others as regards that share; if the Company is unable to determine which was last received, none of them shall be treated as valid in respect of that share. The appointment of a proxy shall not preclude a member from attending and voting in person at the meeting or poll concerned. The proceedings at a general meeting shall not be invalidated where an appointment of proxy in respect of that meeting is sent in electronic form as provided in these articles but, because of a technical problem, it cannot be read by the recipient.

(B) The Directors may at their discretion determine that in calculating the periods mentioned in this article no account shall be taken of any part of a day that is not a working day.

Maximum validity of proxy

83	No appointment of a proxy shall be valid after twelve months have elapsed from the date of its receipt. The appointment of a proxy shall not preclude a member from attending and voting in person at the meeting or poll concerned.


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Articles of Association of Unilever PLC continued

Form of proxy

The appointment of a proxy shall be in any usual form or in such other form as the Directors may approve and the Directors may, if they think fit, but subject to the provisions of the Companies Acts, send out with the notice of any meeting forms of instrument of proxy for use at the meeting. The appointment of a proxy shall be deemed to confer authority to demand or join in demanding a poll and to vote on any amendment of a resolution put to the meeting for which it is given as the proxy thinks fit. The appointment of a proxy shall, unless the contrary is stated in it, be valid as well for any adjournment of the meeting as for the meeting to which it relates.

Determination of authority

A vote given or poll demanded by a proxy or by the duly authorised representative of a corporation shall be valid notwithstanding the previous determination (whether by death, revocation or otherwise) of the authority of the person voting or demanding a poll, unless notice in writing of the determination was received by the Company at the office (or such other place or address as was specified by the Company for the receipt of appointments of proxy in the notice) not later than the last time at which an appointment of a proxy should have been received in order to be valid for use at the meeting or on the holding of the poll at which the vote was given or the poll taken.

APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS

Number of Directors

86	Unless otherwise determined by ordinary resolution of the Company, the Directors shall be not less than six nor more than thirty in number.

Shareholding qualification

87	There shall be no requirement for any Director to hold shares in the capital of the Company.

Power for Directors to fill casual vacancies or appoint additional Directors

Subject to the provisions of article 121 the Directors shall have power from time to time and at any time to appoint any other person to be a Director either to fill a casual vacancy or as an addition to the Board of Directors, but so that the total number of Directors shall not at any time exceed the maximum number fixed by or in accordance with the provisions of these articles.

Retirement of Directors

At every annual general meeting all the Directors shall retire from office, with such retirement to become effective at the conclusion of the annual general meeting of the Company or the corresponding annual general meeting of Unilever N.V. (whichever concludes the later). If the annual general meeting of the Company and the annual general meeting of Unilever N.V. conclude at the same time, such retirement will become effective at the conclusion of those meetings.

Meeting to fill up vacancies

The Company at any annual general meeting at which Directors retire may fill up the vacated office by electing a like number of eligible persons to be Directors. The Company may also in general meeting subject as last mentioned elect any eligible person to be a Director either to fill a casual vacancy or as an addition to the existing Board but so that the total number of Directors shall not at any time exceed the maximum number fixed by or in accordance with these articles.

Persons eligible as Directors

91	No person shall be eligible to be elected as a Director unless:

(A) he is recommended by the Board; or

(B) a resolution to appoint that person as a Director has been requisitioned by a member or members in accordance with the Companies Acts and 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 a member of the board of directors of Unilever N.V..

Where a resolution to appoint a person as a Director 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 Director of Unilever N.V. has been or is passed at the corresponding general meeting of Unilever N.V. 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 N.V. means the Unilever N.V. general meeting which is closest in time to, or which takes place at the same time as, the relevant general meeting of the Company.

Provisions if no eligible persons available

If at the annual general meeting in any year no persons shall be eligible to be elected as Directors in accordance with article 91 or if the number of persons so eligible is less than the minimum number for the time being in force under article 86 then the retiring Directors (other than those eligible for re-election under article 91) or so many of them as shall be willing to offer themselves for re-election shall be deemed to be eligible for election under article 91 as Directors or Director for the succeeding year.

Provisions if insufficient eligible persons elected

(A) If at the annual general meeting in any year any resolution or resolutions for the election or re-election of the persons eligible for election or re-election as Directors for the succeeding year are put to the meeting and lost such that the number of Directors re-elected or elected is fewer than the minimum number of Directors for the time being in force under article 86, then all such eligible persons who are Directors as at the commencement of the annual general meeting and are standing for re-election shall be deemed to have been re-elected as Directors and


24		Unilever Articles of Association

shall remain in office but so that such Directors may only act for the purpose of summoning general meetings of the Company and perform such duties as are essential to maintain the Company as a going concern but not for any other purpose.

(B) Such Directors shall convene a general meeting as soon as reasonably practicable following the annual general meeting referred to in article 93(A) at which all the Directors shall retire from office. To the extent that the circumstances envisaged in article 93(A) occur in relation to any meeting convened pursuant to this article 93(B), then the provisions of this article 93 shall also apply to that general meeting and, if relevant, any subsequent general meeting or meetings.

Power to remove Director by special resolution

94	In addition to any power of removal conferred by the Companies Acts, the Company may by special resolution remove any Director before the expiration of his period of office.

Disqualification of Directors

95	Without prejudice to the provisions for retirement otherwise contained in these articles, the office of a Director shall be vacated if:-

(A) he resigns his office by notice in writing delivered to or received at the office or tendered at a meeting of the Directors, or

(B) he is or has been suffering from mental or physical ill health and the Directors resolve that his office is vacated, or

(C) he is absent without the permission of the Directors from meetings of the Directors (whether or not an Alternate Director appointed by him attends) for six consecutive months and the Directors resolve that his office is vacated, or

(D) he becomes bankrupt or compounds with his creditors generally, or

(E) he is prohibited by law from being a Director, or

(F) he ceases to be a Director by virtue of the Companies Acts or is removed from office pursuant to these articles.

In this article references to in writing include the use of communications by electronic means.

Alternate Directors

(A) Each Director shall have the power to appoint any other Director to be his alternate and may at his discretion remove an Alternate Director so appointed from appointment as his alternate. Any appointment or removal of an Alternate Director shall be effected by notice in writing signed by the appointor and delivered to or received at the office or tendered at a meeting of the Directors, or in any other manner approved by the Directors. If his appointor so requests, an Alternate Director shall be entitled to receive notice of all meetings of committees of

the Directors of which his appointor is a member. He shall also be entitled to attend and vote as a Director at any such meeting at which the Director appointing him is not personally present and at the meeting to exercise and discharge all the functions, powers and duties of his appointor as a Director.

(B) Every person acting as an Alternate Director shall (except as regards power to appoint an alternate and remuneration) be subject in all respects to the provisions of these articles relating to Directors and shall alone be responsible to the Company for his acts and defaults and shall not be deemed to be the agent of or for the Director appointing him. An Alternate Director may be paid expenses and shall be entitled to be indemnified by the Company as a Director but shall not be entitled to receive from the Company any fee in his capacity as an Alternate Director.

(C) Every person acting as an Alternate Director shall have one vote for each Director for whom he acts as alternate, in addition to his own vote as a Director. Signature by an Alternate Director of any resolution in writing of the Directors or a committee of the Directors shall, unless the notice of his appointment provides to the contrary, be as effective as signature by his appointor.

(D) An Alternate Director shall ipso facto cease to be an Alternate Director if his appointor ceases for any reason to be a Director except that, if at any meeting any Director retires but is reappointed or deemed to be reappointed at the same meeting, any appointment made by him pursuant to this article which was in force immediately before his retirement shall remain in force as though he had not retired.

In this article references to in writing include the use of communications by electronic means.

Executive Directors

The Directors may from time to time appoint one or more of its body to hold executive office with the Company (including that of a Chief Executive Officer) for such period (subject to the provisions of the Companies Acts) and upon such other terms as the Directors may decide and may revoke or terminate any appointment so made. Any appointment of a Director to an executive office shall terminate if he ceases to be a Director of the Company. A Director so appointed shall receive such remuneration (whether by way of salary, commission, participation in profits or otherwise) as the Directors may decide, and either in addition to or in lieu of his remuneration as a Director.

Non-Executive Directors

Those Directors who do not hold executive office with the Company pursuant to article 97 shall, in the execution of their duties and obligations as Directors, take into account the nature of their role as such non-executive directors (recognising where appropriate that it is not a day-to-day involvement but a periodic and supervisory role) and as part of their role shall assist in the development of strategy and monitor the performance of the Company and the management.


Unilever Articles of Association		25

Articles of Association of Unilever PLC continued

REMUNERATION AND EXPENSES OF DIRECTORS

Director’s remuneration

Each of the Directors shall be paid a fee at such rate as may from time to time be determined by the Directors provided that the aggregate of all fees so paid to Directors (excluding amounts payable under any other provisions of these articles) shall not exceed £2,000,000 per annum (or its equivalent in any other currency based upon such foreign currency exchange rates as the Directors shall determine) or such higher amount as may from time to time be decided by ordinary resolution of the Company.

Extra remuneration

100

Any Director who, by request, goes or resides abroad for any purposes of the Company or who performs services which in the opinion of the Directors go beyond the ordinary duties of a Director may be paid such extra remuneration (whether by way of salary, commission, participation in profits or otherwise) as the Directors may determine in addition to any remuneration provided for by or pursuant to any other article.

Expenses

101

Each Director may be paid his reasonable travelling, hotel and incidental expenses of attending and returning from meetings of the Directors or committees of the Directors or general meetings of the Company or any other meeting which as a Director he is entitled to attend and shall be paid all expenses properly and reasonably incurred by him in the conduct of the Company’s business or in the discharge of his duties as a Director.

DIRECTORS’ INTERESTS

Conflicts of interest requiring board authorisation

102	(A) The Directors may, subject to the quorum and voting requirements set out in this article, authorise any matter which would otherwise involve a Director breaching his duty under the Companies Acts to avoid conflicts of interest (“Conflict”).

(B) A Director seeking authorisation in respect of a Conflict shall declare to the Directors the nature and extent of his interest in a Conflict as soon as is reasonably practicable. The Director shall provide the Directors with such details of the relevant matter as are necessary for the Directors to decide how to address the Conflict together with such additional information as may be requested by the Directors.

(C) Any Director (including the relevant Director) may propose that the relevant Director be authorised in relation to any matter the subject of a Conflict. Such proposal and any authority given by the Directors shall be effected in the same way that any other matter may be proposed to and resolved upon by the Directors under the provisions of these articles save that:

(i) the relevant Director and any other Director with a similar interest shall not count towards the quorum nor vote on any resolution giving such authority; and

(ii) the relevant Director and any other Director with a similar interest may, if the other Directors so decide, be excluded from any board meeting while the Conflict is under consideration.

(D) Where the Directors give authority in relation to a Conflict, or where any of the situations described in article 103(B) apply in relation to a Director (“Relevant Situation”):

(i) the Directors may (whether at the relevant time or subsequently) (a) require that the relevant Director is excluded from the receipt of information, the participation in discussion and/or the making of decisions (whether at meetings of the Directors or otherwise) related to the Conflict or Relevant Situation; and (b) impose upon the relevant Director such other terms for the purpose of dealing with the Conflict or Relevant Situation as it may determine;

(ii) the relevant Director will be obliged to conduct himself in accordance with any terms imposed by the Directors in relation to the Conflict or Relevant Situation;

(iii) the Directors may provide that where the relevant Director obtains (otherwise than through his position as a Director of the Company) information that is confidential to a third party, the Director will not be obliged to disclose that information to the Company, or to use or apply the information in relation to the Company’s affairs, where to do so would amount to a breach of that confidence;

(iv) the terms of the authority shall be recorded in writing (but the authority shall be effective whether or not the terms are so recorded); and

(v) the Directors may revoke or vary such authority at any time but this will not affect anything done by the relevant Director prior to such revocation in accordance with the terms of such authority.

Other conflicts of interest

103	(A) If a Director is in any way directly or indirectly interested in a proposed contract with the Company or a contract that has been entered into by the Company, he must declare the nature and extent of that interest to the Directors in accordance with the Companies Acts.

(B) Provided he has declared his interest in accordance with paragraph (A), a Director may:

(i) be party to, or otherwise interested in, any contract with the Company or in which the Company has a direct or indirect interest;

(ii) hold any other office or place of profit with the Company (except that of auditor) in conjunction with his office of Director for such period and upon such terms, including as to remuneration, as the Directors may decide;

(iii) act by himself or through a firm with which he is associated in a professional capacity for the Company or any other Company in which the Company may be interested (otherwise than as auditor);


26		Unilever Articles of Association

(iv) be or become a director or other officer of, or employed by or otherwise be interested in any holding Company or subsidiary company of the Company or any other company in which the Company may be interested; and

(v) be or become a director of any other company in which the Company does not have an interest and which cannot reasonably be regarded as giving rise to a conflict of interest at the time of his appointment as a director of that other company.

Benefits

104

A Director shall not, by reason of his office or of the fiduciary relationship thereby established, be liable to account to the Company or the members for any remuneration, profit or other benefit realised by reason of his having any type of interest authorised under Article 102(A) or permitted under Article 103(B) and no contract shall be liable to be avoided on the grounds of a Director having any type of interest authorised under Article 102(A) or permitted under Article 103(B).

Quorum and voting requirements

105

(A) A Director shall not vote on or be counted in the quorum in relation to any resolution of the Directors concerning his own appointment, or the settlement or variation of the terms or the termination of his own appointment, as the holder of any office or place of profit with the Company or any other company in which the Company is interested.

(B) Where proposals are under consideration concerning the appointment, or the settlement or variation of the terms or the termination of the appointment, of two or more Directors to offices or places of profit with the Company or any other company in which the Company is interested, a separate resolution may be put in relation to each Director and in that case each of the Directors concerned shall be entitled to vote and be counted in the quorum in respect of each resolution unless it concerns his own appointment or the settlement or variation of the terms or the termination of his own appointment or the appointment of another Director to an office or place of profit with a company in which the Company is interested and the Director seeking to vote or be counted in the quorum has a Relevant Interest in it.

quorum in relation to, any resolution of the Directors in respect of any contract in which he has an interest and, if he shall do so, his vote shall not be counted, but this prohibition shall not apply to any resolution where that interest cannot reasonably be regarded as likely to give rise to a conflict of interest or where that interest arises only from one or more of the following matters:-

(i) the giving to him of any guarantee, indemnity or security in respect of money lent or obligations undertaken by him or by any other person at the request of or for the benefit of the Company or any of its subsidiary undertakings;

(ii) the giving to a third party of any guarantee, indemnity or security in respect of a debt or obligation of the Company or any of its subsidiary undertakings for which he himself has assumed responsibility in whole or in part under a guarantee or indemnity or by the giving of security;

(iii) the giving to him of any other indemnity where all other Directors are also being offered indemnities on substantially the same terms;

(iv) the funding by the Company of his expenditure on defending proceedings or the doing by the Company of anything to enable him to avoid incurring such expenditure where all other Directors are being offered substantially the same arrangements;

(v) where the Company or any of its subsidiary undertakings is offering securities in which offer the Director is or may be entitled to participate as a holder of securities or in the underwriting or sub-underwriting of which the Director is to participate;

(vi) any contract in which he is interested by virtue of his interest in shares or debentures or other securities of the Company or by reason of any other interest in or through the Company;

(vii) any contract concerning any other company (not being a company in which the Director has a Relevant Interest) in which he is interested directly or indirectly whether as an officer, shareholder, creditor or otherwise howsoever;

(viii) any contract concerning the adoption, modification or operation of a pension fund, superannuation or similar scheme or retirement, death or disability benefits scheme or employees’ share scheme which relates both to Directors and employees of the Company or of any of its subsidiary undertakings and does not provide in respect of any Director as such any privilege or advantage not accorded to the employees to which the fund or scheme relates;

(ix) any contract for the benefit of employees of the Company or of any of its subsidiary undertakings under which he benefits in a similar manner to the employees and which does not accord to any Director as such any privilege or advantage not accorded to the employees to whom the contract relates; and

(x) any contract for the purchase or maintenance of insurance against any liability for, or for the benefit of, any Director or Directors or for, or for the benefit of, persons who include Directors.

(D) A company shall be deemed to be one in which a Director has a Relevant Interest if and so long as (but only if and so long as) he is to his knowledge (either directly or indirectly) the holder of or beneficially interested in one per cent. or more of any class of the equity share capital of that company (calculated exclusive of any shares of that class in that company held as treasury shares) or of the voting rights available to members of that company. In relation to an alternate director, an interest of his appointor shall be treated as an interest of the alternate director without prejudice to any interest which the alternate director has otherwise.

(E) Where a company in which a Director has a Relevant Interest is interested in a contract, he also shall be deemed interested in that contract.


Unilever Articles of Association		27

Articles of Association of Unilever PLC continued

(F) If any question shall arise at any meeting of the Directors as to the interest of a Director (other than the chairman of the meeting) in a contract and whether it is likely to give rise to a conflict of interest or as to the entitlement of any Director (other than the chairman of the meeting) to vote or be counted in the quorum and the question is not resolved by his voluntarily agreeing to abstain from voting or not to be counted in the quorum, the question shall be referred to the chairman of the meeting and his ruling in relation to the Director concerned shall be conclusive except in a case where the nature or extent of the Director’s interest (so far as it is known to him) has not been fairly disclosed to the Directors. If any question shall arise in respect of the chairman of the meeting, the question shall be decided by a resolution of the Directors (for which purpose the chairman of the meeting shall be counted in the quorum but shall not vote on the matter) and the resolution shall be conclusive except in a case where the nature or extent of the interest of the chairman of the meeting (so far as it is known to him) has not been fairly disclosed to the Directors.

(G) Subject to these articles, the Directors may cause any voting power conferred by the shares in any other company held or owned by the Company or any power of appointment to be exercised in such manner in all respects as it thinks fit, including the exercise of the voting power or power of appointment in favour of the appointment of the Directors or any of them as directors or officers of the other company, or in favour of the payment of remuneration to the Directors or officers of the other company. Subject to these articles, a Director may also vote on and be counted in the quorum in relation to any of such matters.

General

106	(A) References in articles 102-105 and in this article to:

(i) a contract include references to any proposed contract and to any transaction or arrangement or proposed transaction or arrangement whether or not constituting a contract; and

(ii) a conflict of interest include a conflict of interest and duty and a conflict of duties.

(B) The Company may by ordinary resolution suspend or relax the provisions of articles 102-105 to any extent or ratify any contract not properly authorised by reason of a contravention of such articles.

POWERS AND DUTIES OF THE DIRECTORS

General powers of Company vested in Directors

107

Subject to the provisions of the Companies Acts and these articles and to any directions given by the Company in general meeting by special resolution, the business of the Company shall be managed by the Directors who may exercise all the powers of the Company whether relating to the management of the business of the Company or not. The alteration of these articles or the passing of a special resolution shall not invalidate any prior act of the Directors which would have been valid if that alteration had not been

made or that resolution had not been passed. The powers given by this article shall not be limited by any special power given to the Directors by any other article.

Establishment of local boards

108

The Directors may establish local or divisional boards or agencies for managing any of the affairs of the Company, either in the United Kingdom or elsewhere, and may appoint any persons to be members of the local or divisional boards, or any managers or agents, and may fix their remuneration. The Directors may delegate to any local or divisional board, manager or agent any of the powers, authorities and discretions vested in or exercisable by the Directors, with power to sub-delegate, and may authorize the members of any local or divisional board, or any of them, to fill any vacancies and to act notwithstanding vacancies. Any appointment or delegation made pursuant to this article may be made upon such terms and subject to such conditions as the Directors may decide and the Directors may remove any person so appointed and may revoke or vary the delegation but no person dealing in good faith and without notice of the revocation or variation shall be affected by it.

Powers of attorney

109

The Directors may, by power of attorney or otherwise, appoint any person to be the agent of the Company upon such terms (including terms as to remuneration) as it may decide and may delegate to any person so appointed any of the powers, authorities and discretions vested in or exercisable by the Directors, including power to sub delegate. The Directors may remove any person appointed under this article and may revoke or vary the delegation but no person dealing in good faith and without notice of the revocation or variation shall be affected by it.

Delegation to individual Directors

110

The Directors may entrust to and confer upon any Director any of the powers, authorities and discretions vested in or exercisable by them upon such terms and conditions and with such restrictions as they think fit, and either collaterally with, or to the exclusion of, their own powers, authorities and discretions and may from time to time revoke or vary all or any of them but no person dealing in good faith and without notice of the revocation or variation shall be affected by it.

Registers

111	Subject to the provisions of the Companies Acts, the Company may keep an overseas or local or other register in any place, and the Directors may make and vary such regulations as it may think fit respecting the keeping of the register.

Power to borrow money and give security

112


28		Unilever Articles of Association

previous sanction of an ordinary resolution of the Company in a general meeting exceed an amount equal to three times the Relevant Proportion of the Adjusted Capital and Reserves of the Unilever Group.

(B) For the purposes of this article

(i) “Borrowings” means the aggregate principal amount for the time being remaining outstanding of all borrowings of the Company and its subsidiaries, whether secured or unsecured, but excluding:-

(a) borrowings by the Company from any subsidiary,

(b) borrowings by any subsidiary from another subsidiary or from the Company,

(d) borrowings of a company which becomes a subsidiary hereafter for a period of twelve months from the date it becomes a subsidiary and deducting therefrom an amount equal to

(e) the principal amount of any obligations, whether secured or unsecured, issued by the Company or any subsidiary the proceeds of which are intended to be used within six calendar months in repayment of other borrowings of the Company or such subsidiary then outstanding, and

(f) all cash deposits, certificates of deposit and securities of governments and companies and similar instruments owned by the Company or any of its subsidiaries.

(ii) Adjusted Capital and Reserves” means the aggregate for the Unilever Group of:-

(a) the amount paid up or credited as paid up on the issued share capital of the Company and Unilever N.V.,

(b) the amounts standing to the credit of the capital and revenue reserves, including share premium account and retained earnings, and

(c) the amounts standing as attributed to outside interest all as shown in the latest published audited consolidated accounts of the Unilever Group provided always that appropriate adjustments shall be made in respect of any variation in the paid-up share capital or in the share premium account of the Company and/or Unilever N.V. since the date of such audited accounts.

(iii) “Unilever Group” means the Company, Unilever N.V. and their subsidiaries and subsidiary undertakings.

(iv) “Relevant Proportion” means the aggregate dividends to be paid on the Ordinary share capital of the Company from time to time divided by the aggregate dividends to be paid on the Ordinary share capitals of both the Company and Unilever N.V. from time to time, in each case, in accordance with the Equalisation Agreement referred to in Article 3.

(C) The determination of the auditors as to the amount of Borrowings and Adjusted Capital and Reserves and the Relevant Proportion shall be conclusive and binding on all concerned and for the purposes of their computation the auditors may make such other adjustments as they deem fit. Nevertheless, for the purposes of this article the Directors may at any time act in reliance on a bona fide estimate of the said aggregates and if the limit herein contained is inadvertently exceeded, the amount borrowed in excess of the limit shall be disregarded until the expiration of 182 days after the date on which the Directors became aware that the situation had arisen.

No debt incurred or security given in respect of moneys borrowed or secured in excess of the limit hereby imposed shall be invalid or ineffectual except in the case of express notice at the time the debt was incurred or the security given that the limit hereby imposed had been or was thereby exceeded.

Pensions

113

The Directors may grant retiring pensions or annuities or other allowances, including allowances on death, to any person or to the widow or dependants of any person in respect of services rendered by him to the Company as Executive Director, manager, or in any other office or employment under the Company or indirectly as an officer or employee of any subsidiary company of the Company, notwithstanding that he may be or may have been a Director of the Company and may make payments towards insurances or trusts for such purposes in respect of such persons and may include rights in respect of such pensions, annuities and allowances in the terms of engagement of any such person. No Director or former Director or other person shall be accountable to the Company or the members for any benefit provided pursuant to this article and the receipt of any such benefit shall not disqualify any person from being or becoming a Director of the Company.

Provision for employees

114

The Directors may by resolution exercise any power conferred by the Companies Acts to make provision for the benefit of persons employed or formerly employed by the Company or any of its subsidiaries in connection with the cessation or the transfer to any person of the whole or part of the undertaking of the Company or that subsidiary.


Unilever Articles of Association		29

Articles of Association of Unilever PLC continued

PROCEEDINGS OF THE DIRECTORS

Meetings of Directors

115	The Directors may meet for the despatch of business, adjourn and otherwise regulate their meetings as they think fit. A Director at any time may, and the Secretary on the requisition of a Director at any time shall, summon a meeting of the Directors.

Notice of meetings

116

Notice of a meeting of the Directors shall be deemed to be properly given to a Director if it is given to him personally or by word of mouth or sent in writing to him at his last known address or any other address given by him to the Company for this purpose. A Director may waive his entitlement to notice of any meeting either prospectively or retrospectively and any retrospective waiver shall not affect the validity of the meeting or of any business conducted at the meeting.

Quorum

117

The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and, unless so fixed at any other number, shall be two. Subject to the provisions of these articles, any Director who ceases to be a Director at a meeting of the Directors may continue to be present and to act as a Director and be counted in the quorum until the termination of the meeting of the Directors if no other Director objects and if otherwise a quorum of Directors would not be present.

Effect of vacancies in number of Directors

118

The continuing Directors or a sole continuing Director may act notwithstanding any vacancy in their number but, if and so long as the number of Directors is reduced below the minimum number fixed by or in accordance with these articles, the continuing Directors or Director, notwithstanding that the number of Directors is below the number fixed by or in accordance with these articles as the quorum or that there is only one continuing Director, may act for the purpose of filling vacancies or of summoning general meetings of the Company but not for any other purpose.

Power to appoint chairman

119

The Directors may appoint a chairman and vice chairman or vice chairmen of their meetings and fix the period for which they are respectively to hold office. If no chairman or vice chairman is appointed, or if at any meeting neither the chairman nor any vice chairman is present within five minutes after the time appointed for holding the meeting, the Directors present may choose one of their number to be chairman of the meeting.

Competence of meetings

120	A meeting of the Directors at which a quorum is present shall be competent to exercise all the powers, authorities and discretions for the time being vested in or exercisable by the Directors.

Voting

121	Questions arising at any meeting shall be determined by a majority of votes, except that the powers conferred on the Directors by article 88 shall only be exercisable by the

decision of a majority of the Directors consisting of three-fourths of all the Directors for the time being and for this purpose the vote of any Director may be given either in person at a meeting of the Directors or (in the case of any Director not present at the meeting called for this purpose) by notice in writing signed by such Director prior to the holding of such meeting. In the case of an equality of votes the chairman of the meeting shall have no additional or casting vote.

In this article references to in writing include the use of communication by electronic means subject to such terms and conditions as the Directors may decide.

Delegation to committees

122	(A) The Directors may delegate any of their powers, authorities and discretions (with power to sub-delegate) to any committee, consisting of such person or persons (whether or not a Director or Directors) as they think fit.

(B) Any committee so formed shall, in the exercise of the powers, authorities and discretions so delegated, conform to any regulations which may be imposed on it by the Directors. The meetings and proceedings of any committee consisting of two or more members shall be governed by the provisions contained in these articles for regulating the meetings and proceedings of the Directors so far as the same are applicable and are not superseded by any regulations imposed by the Directors.

(C) The power to delegate contained in this article shall be effective in relation to the powers, authorities and discretions of the Directors generally and shall not be limited by the fact that in certain articles, but not in others, express reference is made to particular powers, authorities or discretions being exercised by the Directors or by a committee authorised by the Directors.

Delegation to Chief Executive Officer

123

The Board may entrust to and confer upon the Chief Executive Officer any of its powers, authorities and discretions (with power to sub-delegate) upon such terms and conditions and with such restrictions as it thinks fit, and either collaterally with, or to the exclusion of, its own powers, authorities and discretions and may from time to time revoke or vary all or any of them but no person dealing in good faith and without notice of the revocation or variations shall be affected by it. The power to delegate contained in this article shall be effective in relation to the powers, authorities and discretions of the Board generally and shall not be limited by the fact that in certain articles, but not in others, express reference is made to particular powers, authorities or discretions being exercised by the Board or by a committee authorised by the Board.

Participation in meetings by telephone

124

All or any of the Directors or members of any committee may participate in a meeting of the Directors or that committee by means of a conference telephone or any communication equipment which allows all persons participating in the meeting to hear each other. A person so participating shall be deemed to be present in person at the meeting and shall be entitled to vote or be counted in a quorum accordingly. Such a meeting shall be deemed to


30		Unilever Articles of Association

take place where the largest group of those participating is assembled, or, if there is no such group, where the chairman of the meeting then is.

Resolution in writing

125

A resolution in writing signed by all the Directors for the time being entitled to receive notice of a meeting of the Directors (if that number is sufficient to constitute a quorum) or by all the members of a committee for the time being shall be as valid and effectual as a resolution passed at a meeting of the Directors or, as the case may be, of the committee properly called and constituted. The resolution may be contained in one document or in several documents in like form each signed by one or more of the Directors or members of the committee concerned.

Validity of acts of Directors or committee

126

All acts done by the Directors or by any committee or by any person acting as a Director or member of a committee shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any member of the Directors or committee or person so acting or that they or any of them were disqualified or had vacated office, be as valid as if each such member or person had been properly appointed and was qualified and had continued to be a Director or member of the committee.

Minutes to be made

127	The Directors shall cause minutes or records to be made in books provided for the purpose:-

(A) of the names of the Directors present at each meeting of the Directors or committee of the Directors, and

(B) of all resolutions and proceedings at all meetings of the Company and of the holders of any class of shares in the Company and of the Directors and of any committee of the Directors.

SEALS

Use of seals

128

The Directors shall provide for the custody of every seal. A seal shall only be used by the authority of the Directors or a committee authorised by the Directors in that behalf pursuant to articles 122 and 123. Subject as otherwise provided in these articles, any instrument to which the common seal is applied shall be signed by at least one Director and the Secretary or by at least two Directors or by one Director in the presence of a witness who attests the signature or by at least two persons for the time being appointed to a committee authorised by the Directors as aforesaid, and any instrument to which an official seal is applied need not, unless the Directors for the time being otherwise decide or the law otherwise requires, be signed by any person.

DIVIDENDS AND OTHER PAYMENTS

Application of profits

129	The profits of the Company at any time available for dividend and determined to be distributed by way of dividend for any period shall be applicable in order of priority and manner following:

FIRST to the payment of a dividend for such period at the rate of 5 per cent. per annum on the capital paid up or credited as paid up on the Ordinary Shares.

SECONDLY to the payment of a dividend for such period at the rate of 5 per cent. per annum or at such less rate as may be payable under the provisions of the Trust Deed dated 1st May, 1909, and made between William Hesketh Lever of the first part, the Company of the second part and Sydney Gross, Robert Barrie, John Lever Tillotson, John Gray and James Lever Ferguson of the third part and Deeds supplemental thereto on the nominal amount of the then issued and outstanding Preferential Certificates therein mentioned, such dividend to be paid to the Trustees of the said Trust Deed for distribution amongst the holders of such Preferential Certificates.

THIRDLY to the payment of a further dividend for such period at the rate of 5 per cent. per annum on the capital paid up or credited as paid up on the Ordinary Shares.

FOURTHLY to the payment of a dividend for such period at the rate of 6 per cent. per annum on the capital paid up or credited as paid up on the Deferred Shares.

LASTLY the surplus after making the payments aforesaid shall be applied to the payment of an additional dividend on the capital paid up or credited as paid up on the Ordinary Shares.

Declaration of dividends

130

Subject to the provisions of the Companies Acts, the Company may by ordinary resolution from time to time declare dividends to be paid to the members according to their rights and interests in the profits available for distribution, but no dividend shall be declared in excess of the amount recommended by the Directors, or contrary to the provisions of the Agreement referred to in Article 3.

Interim dividends

131	The Directors may from time to time, out of accrued or accruing profits, pay to the members such interim dividends as in their judgment the position of the Company justifies.

Dividends to be paid according to amounts paid up on shares

132	Except in so far as the rights attaching to, or the terms of issue of, any share otherwise provide:-

(A) all dividends shall be declared and paid according to the amounts paid up on the shares in respect of which the dividend is paid, but no amount paid up on a share in advance of calls shall be treated for the purposes of this article as paid up on the share, and


Unilever Articles of Association		31

Articles of Association of Unilever PLC continued

(B) all dividends shall be apportioned and paid pro rata according to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid.

Debts may be deducted

133	The Directors may deduct from any dividend or other moneys payable to a member by the Company on or in respect of any shares all sums of money (if any) presently payable by him to the Company on account of calls or otherwise in respect of shares of the Company.

Dividend not to bear interest against the Company

134	No dividend or other moneys payable by the Company on or in respect of any share shall bear interest against the Company.

Payment procedures

135

Any dividend or any other moneys payable on or in respect of shares may be paid by cheque, warrant or similar financial instrument, or by other means, sent direct to the registered address of the holder or person entitled thereto or, in the case of joint holders, to the registered address of the holder who is first named in the register, or sent to such person and to such address as the holder or joint holders may in writing direct. Such payment may be sent through the post or equivalent means of delivery or by such other means, including by electronic media and more specifically, in respect of uncertificated shares, by means of the facilities and requirements of a relevant system, offered by the Company as the holder or joint holders may in writing agree. Every such cheque, warrant, financial instrument or other form of payment shall be made payable to the person to whom it is sent or to such other person as the holder, or joint holders, may in writing direct, and payment of the cheque, warrant, financial instrument or other form of payment shall be a good discharge to the Company. Every such payment shall be sent at the risk of the person entitled to the money represented thereby. Any one of two or more joint holders may give effectual receipts for any dividends or other moneys payable or property distributable in respect of the shares held by them.

Unclaimed dividends

136

Any dividend unclaimed after a period of twelve years from the date of declaration of the dividend shall be forfeited and shall revert to the Company and the payment by the Directors of any unclaimed dividend or other sum payable on or in respect of a share into a separate account shall not constitute the Company a trustee in respect of it.

Dividends in specie

137

Any general meeting declaring a dividend may, upon the recommendation of the Directors, by ordinary resolution direct, and the Directors may in relation to any interim dividend direct, payment or satisfaction of the dividend wholly or in part by the distribution of specific assets, and in particular of paid up shares or debentures of any other company, and the Directors shall give effect to the direction, and where any difficulty arises in regard to the distribution the Directors may settle it as they think expedient, and in particular may issue fractional certificates or authorise any person to sell and transfer any

fractions or may ignore fractions altogether, and may fix the value for distribution purposes of any specific assets to be distributed and may determine that cash payments shall be made to any members upon the footing of the value so fixed in order to secure equality of distribution and may vest any specific assets to be distributed in trustees as may seem expedient to the Directors.

CAPITALISATION OF PROFITS

Power to capitalise profits

138

The Company may, upon the recommendation of the Directors, at any time and from time to time pass an ordinary resolution to the effect that it is desirable to capitalise all or any part of any amount for the time being standing to the credit of any reserve or fund (including the profit and loss account) whether or not the same is available for distribution and accordingly that the amount to be capitalised be set free for distribution among the holders of Ordinary Shares of the Company who would be entitled to it if it were distributed by way of dividend and in the same proportions, on the footing that it is applied either in or towards paying up the amounts for the time being unpaid on Ordinary Shares of the Company held by those members respectively or in paying up in full Ordinary Shares that are to be allotted and distributed as fully paid up, debentures or other obligations of the Company to be allotted and distributed credited as fully paid up among those members, or partly in one way and partly in the other, but so that, for the purposes of this article: (i) a share premium account and a capital redemption reserve, and any reserve or fund representing unrealised profits, may be applied only in paying up in full Ordinary Shares of the Company that are to be allotted and distributed as fully paid up, and (ii) where the amount capitalised is applied in paying up in full shares that are to be allotted and distributed as fully paid up, the Company will also be entitled to participate in the relevant distribution in relation to any shares of the relevant class held by it as treasury shares and the proportionate entitlement of the relevant class of members to the distribution will be calculated accordingly.

Scrip dividends

139

The Directors may, if authorised by an ordinary resolution of the Company, offer the holders of Ordinary Shares (excluding any member holding shares as treasury shares) the right to elect to receive Ordinary Shares, credited as fully paid, instead of cash in respect of any dividend or any part of any dividend specified by the ordinary resolution. The following provisions shall apply:-

(A) An ordinary resolution may specify a particular dividend, or may specify all or any dividends declared within a specified period, but such period may not end later than the expiry of two months following the conclusion of the annual general meeting next following the date of the meeting at which the ordinary resolution is passed.

(B) The entitlement of each holder of Ordinary Shares to new Ordinary Shares shall be such that the relevant value of the entitlement shall be as nearly as possible equal to


32		Unilever Articles of Association

(but not greater than) the cash amount that such holder would have received by way of dividend. For this purpose “relevant value” shall be calculated by reference to the average of the middle market quotations for the Company’s Ordinary Shares on the London Stock Exchange plc as derived from the Daily Official List, on the day on which the Ordinary Shares are first quoted “ex” the relevant dividend and the four subsequent dealing days, or in such other manner as may be determined by or in accordance with the ordinary resolution. A certificate or report by the auditors as to the amount of the relevant value in respect of any dividend shall be conclusive evidence of that amount.

(C) The Directors, after determining the basis of allotment, may notify the holders of Ordinary Shares in writing of the right of election offered to them, and specify the procedure to be followed and place at which, and the latest time by which, elections must be lodged in order to be effective.

(D) The Directors may exclude from any offer any holders of Ordinary Shares where the Directors believe that the making of the offer to them would or might involve the contravention of the laws of any territory or that for any other reason the offer should not be made to them.

(E) The dividend (or that part of the dividend in respect of which a right of election has been offered) shall not be payable on Ordinary Shares in respect of which an election has been made (“the elected Ordinary Shares”) and instead additional Ordinary Shares shall be allotted to the holders of the elected Ordinary Shares on the basis of allotment calculated as stated. For such purpose the Directors shall capitalise, out of any amount for the time being standing to the credit of any reserve or fund (including the profit and loss account) whether or not the same is available for distribution as the Directors may determine, a sum equal to the aggregate nominal amount of the additional Ordinary Shares to be allotted on that basis and apply it in paying up in full the appropriate number of unissued Ordinary Shares for allotment and distribution to the holders of the elected Ordinary Shares on that basis.

(F) The additional Ordinary Shares when allotted shall rank pari passu in all respects with the fully paid Ordinary Shares then in issue except that they will not be entitled to participate in the relevant dividend.

(G) Unless the Directors otherwise determine, or unless the uncertificated securities rules and/or the rules of the relevant system concerned otherwise require, the new ordinary share or shares which a member has elected to receive instead of cash in respect of the whole (or some part) of the specified dividend declared in respect of his elected ordinary shares shall be in uncertificated form (in respect of the member’s elected ordinary shares which were in uncertificated form on the date of the member’s election) or in certificated form (in respect of the member’s elected ordinary shares which were in certificated form on the date of the member’s election).

Settlement of difficulties in distribution on capitalisation of profits

140

Where any difficulty arises in regard to any distribution under the last two preceding articles the Directors may settle the matter as they think expedient and in particular may issue fractional certificates or authorise any person to sell and transfer any fractions or may resolve that the distribution should be as nearly as may be practicable in the correct proportion but not exactly so or may ignore fractions altogether, and may determine that cash payments shall be made to any members in order to adjust the rights of all parties, as may seem expedient to the Directors. The Directors may authorise any person to enter into an agreement with the Company on behalf of the persons entitled to participate in the distribution providing for the allotment to them respectively of any shares, debentures or other obligations of the Company to which they are entitled on the capitalisation and the agreement shall be binding on those persons.

RECORD DATES AND ACCOUNTING RECORDS

Record dates

141

Notwithstanding any other provision of these articles the Company or the Directors may fix any date as the record date for any dividend, distribution, allotment or issue and such record date may be on or at any time before or after any date on which the dividend, distribution, allotment or issue is declared, paid or made. The power to fix any such record date shall include the power to fix a time on the chosen date.

Inspection of records

142

The accounting records shall be kept at the office or, subject to the provisions of the Companies Acts, at such other place or places as the Directors may think fit and shall always be open to inspection by the officers of the Company. No member in his capacity as such shall have any right of inspecting any accounting record or book or document of the Company except as conferred by law or authorised by the Directors or by ordinary resolution of the Company.

SERVICE OF NOTICES AND OTHER DOCUMENTS

Service of notices

143

Any notice, document (including a share certificate) or other information may be served on, sent or supplied to any member by the Company either personally or by sending it through the post addressed to the member at his registered address or by leaving it at that address addressed to the member or by means of a relevant system or, where appropriate, by sending or supplying it in electronic form to an address for the time being notified by the member concerned to the Company for that purpose or by publication on a website in accordance with the Companies Acts or in any other manner provided by these articles. In the case of joint holders of a share, service, sending or delivery of any notice or document on or to one of the joint holders shall for all purposes be deemed a


Unilever Articles of Association		33

Articles of Association of Unilever PLC continued

sufficient service on or sending or delivery to all the joint holders. If on three consecutive occasions a notice to a member has been returned undelivered, such member shall not thereafter be entitled to receive notices from the Company until he shall have communicated with the Company and supplied to the Company (or its agent) a new registered address, or a postal address within the United Kingdom for the service of notices, or shall have informed the Company, in such manner as may be specified by the Company, of an address for the service of notices in electronic form. For these purposes, a notice sent by post shall be treated as returned undelivered if the notice is sent back to the Company (or its agent), and a notice sent in electronic form shall be treated as returned undelivered if the Company (or its agent) receives notification that the notice was not delivered to the address to which it was sent. The Company may at any time and in its sole discretion choose to serve, send or supply notices, documents or other information in hard copy form alone to some or all of the members.

Members resident abroad

144

Any member whose registered address is not within the United Kingdom or some other part of Europe or any holder of a share warrant and who gives to the Company a postal address within the United Kingdom at which notices may be served upon him shall be entitled to have notices served on or sent or delivered to him at that address or where applicable by making them available on a website and notifying the holder at that address. Any member whose registered address is not within the United Kingdom and who gives to the Company an address for the purposes of electronic communications may, at the absolute discretion of the Board, be entitled to have notices or documents served upon, or delivered to, him at that address or where applicable by making them available on a website and notifying the holder at that address. Otherwise, a member whose registered address is not within the United Kingdom, shall not be entitled to receive any notice or other document from the Company.

When notice deemed served

145

Any notice or document, if sent by post, shall be deemed to have been served on the day following that on which it was put in the post and, in proving service or delivery, it shall be sufficient to prove that the notice or document was properly addressed, stamped and put in the post. Any notice or document not sent by post but left at a registered address (other than an address for the purposes of communication by electronic means) shall be deemed to have been served or delivered on the day it was so left. Any notice served or delivered by the Company by means of a relevant system shall be deemed to have been served or delivered when the Company or any sponsoring system participant acting on its behalf sends the issuer-instruction relating to the notice.

Any notice or document sent by the Company using electronic means shall be deemed to have been received on the day following that on which it was sent notwithstanding that the Company subsequently sends a hard copy of such notice, document or information by post. Any notice, document or other information made available on a website shall be deemed to have been received on the

day on which the notice, document or other information was first made available on the website or, if later, when a notice of availability is received or deemed to have been received pursuant to this article. In proving that a notice, document or other information served, sent or supplied by electronic means was served, sent or supplied, it shall be sufficient to prove that it was properly addressed. Any notice, document or other information served, sent or supplied by the Company by any other means authorised in writing by the member concerned shall be deemed to have been received when the Company has carried out the action it has been authorised to take for that purpose.

Service of notice to person entitled by transmission

146

Where a person is entitled by transmission to a share, any notice or document shall be served upon or delivered to him, and any dividend or other sum payable in cash in respect of the share may be paid to him, as if he was the holder of that share and his address noted in the register was his registered address. A person who is entitled by transmission to a share, upon supplying the Company with an address for the purpose of communications by electronic means for the service of notices, may, at the absolute discretion of the Directors, have sent to him at such address any notice or document to which he would have been entitled if he were the holder of that share. Except where there is a person entitled by transmission to a share, any notice or document served on or delivered to any member pursuant to these articles shall, notwithstanding that the member is then dead or bankrupt or that any other event giving rise to the transmission of the share by operation of law has occurred and whether or not the Company has notice of the death, bankruptcy or other event, be deemed to have been properly served or delivered in respect of any share registered in the name of that member as sole or joint holder unless, before the day of posting (or, if it is not sent by post, before the day of service or delivery) of the notice or document, his name has been removed from the register as the holder of the share. Service or delivery in the foregoing manner shall be deemed for all purposes a sufficient service or delivery of the notice or document on all persons interested (whether jointly with or as claiming through or under that member) in the share.

Notice when post not available and notice given by advertisement

147

(A) If there is a suspension or curtailment of postal services within the United Kingdom or some part of the United Kingdom, the Company need only give notice of a general meeting to those members with whom the Company can communicate by electronic means and who have provided the Company with an address for this purpose. The Company shall also advertise the notice in at least two newspapers with a national circulation in the United Kingdom and make it available on its website from the date of such advertisement until the conclusion of the meeting or any adjournment thereof. If at least six clear days prior to the meeting the sending or supply of notices by post in hard copy form has again become generally possible, the Company shall send or supply confirmatory copies of the notice by post to those members who would otherwise receive the notice in hard copy form. (B) Any notice to the bearer of a warrant or to any other


34		Unilever Articles of Association

person who holds or is interested in shares in the Company in bearer form or any related coupons or talons shall be sufficiently given if advertised in at least two daily newspapers with a national circulation in the United Kingdom and any such notice shall be deemed given on the day when the advertisement appears.

DESTRUCTION OF DOCUMENTS

Consequences of destruction of documents

148	If the Company destroys:

(A) any share certificate which has been cancelled at any time after a period of one year has elapsed from the date of cancellation; or

(B) any instruction concerning the payment of dividends or other moneys in respect of any share or any notification of change of name or address at any time after a period of two years has elapsed from the date the instruction or notification was recorded by the Company; or

(C) any instrument of transfer of shares which has been registered at any time after a period of six years has elapsed from the date of registration; or

(D) any other document on the basis of which any entry is made in the register at any time after a period of six years has elapsed from the date the entry was first made in the register in respect of it, and the Company destroys the document in good faith and without express notice that its preservation was relevant to a claim, it shall be presumed irrefutably in favour of the Company that every share certificate so destroyed was a valid certificate and was properly cancelled, that every instrument of transfer so destroyed was a valid and effective instrument of transfer and was properly registered and that every other document so destroyed was a valid and effective document and that any particulars of it which are recorded in the books or records of the Company were correctly recorded. Nothing contained in this article shall be construed as imposing upon the Company any liability by reason only of the destruction of any document of the kind mentioned above before the relevant period mentioned in this article has elapsed or of the fact that any other condition precedent to its destruction mentioned above has not been fulfilled. References in this article to the destruction of any document include references to its disposal in any manner.

WINDING-UP

Order of priority in winding-up

149

If the Company shall be wound-up, the assets available for distribution amongst the members (excluding any member holding shares as treasury shares) shall be applied first in repaying to the holders of the Ordinary Shares and Deferred Shares pari passu the capital paid or credited as paid up thereon respectively and any balance of such assets then remaining shall belong to the holders of the Ordinary Shares.

INDEMNITY

Indemnification of Directors

150

To the extent permitted by the Companies Acts, the Company may indemnify any Director against any liability and may purchase and maintain for any Director insurance against any liability. No Director of the Company or of any associated company shall be accountable to the Company or the members for any benefit provided pursuant to this article and the receipt of any such benefit shall not disqualify any person from being or becoming a Director of the Company. For the purpose of this article the term “Director” shall include any former Director of the Company.


Unilever Articles of Association		35

CAPITAL ALTERATIONS

At an Extraordinary General Meeting of the Company duly convened and held on the 12th day of October, 1937, the following Resolution was duly passed as a Special Resolution:–

RESOLUTION

That subject to and upon the printed Scheme of Arrangement and Amalgamation dated the 11th August, 1937 (which has been produced to this Meeting and for the purpose of identification signed by the Chairman thereof) being sanctioned by the Court pursuant to Sections 153 and 154 of the Companies Act, 1929, and coming into operation with or without any such modification as therein provided for:

A	The Capital of the Company be reduced to £117,000,000, divided into:

£30,762,082 7 per cent. Cumulative Preference Stock, 9,237,918 7 per cent. Cumulative Preference Shares of £1 each,

£15,655,173 8 per cent. Cumulative A Preference Stock, 24,344,827 8 per cent. Cumulative A Preference Shares of £1 each,

£2,287,312 20 per cent. Cumulative Preferred Ordinary Stock,

24,850,752 20 per cent. Cumulative Preferred Ordinary Shares of 5s. each,

7,000,000 20 per cent. Cumulative A Preferred Ordinary Shares of £1 each

and

2,150,000 Ordinary Shares of £10 each

by the cancellation pursuant to and for the purposes of the said Scheme of:

£1,500,000 20 per cent. Cumulative Preferred Ordinary Stock,

£3,000,000 20 per cent. Cumulative A Preferred Ordinary Stock,

and

£8,500,000 Ordinary Stock

which three Stocks are beneficially held by Unilever Limited;

B	The Capital of the Company be thereupon converted, consolidated, sub-divided and increased pursuant to and in accordance with the said Scheme so as thereafter to be constituted as provided in Clause 7 of the said Scheme;

C	All Shares in the capital of the Company from time to time unissued be converted into Stock as and when the same are issued and are fully paid up;

D	The name of the Company be changed to “Lever Brothers & Unilever Limited”.


36		Unilever Articles of Association

No. 00539 of 1937

IN THE HIGH COURT OF JUSTICE

CHANCERY DIVISION

MR. JUSTICE SIMONDS

Monday the 15th day of November, 1937

Fo. 272

W.4

Stamp £2

(Seal)

In the Matter of UNILEVER LIMITED
and

In the Matter of LEVER BROTHERS, LIMITED
and

In the Matter of THE COMPANIES ACT, 1929

Upon the Petition of the above-named Unilever Limited whose Registered Office is situate at Unilever House Blackfriars in the City of London and Lever Brothers, Limited whose Registered Office is situate at Port Sunlight in the County of Chester on the 19th October, 1937 preferred unto this Court And upon hearing Counsel for the Petitioners and for Naamlooze Vennootschap Elma and United Holdings Limited the holders of £100,000 Deferred Stock of Unilever Limited Blackfriars Nominees Limited and British Oil & Cake Mills Limited the holders of 3,000,000 20 per cent. A Preferred Ordinary Stock of Lever Brothers, Limited Blackfriars Nominees Limited as holder of £6,100,000 Ordinary Stock of Lever Brothers, Limited and Unilever Naamlooze Vennootschap and “Mavibel” (Maatschappij voor Internationale Beleggingen) Naamlooze Vennootschap referred to in Clause 10 of the Agreement set forth in the Schedule to the Scheme of Arrangement and Amalgamation hereinafter sanctioned And upon reading the said Petition the Order dated the 11th August 1937 (whereby the said Unilever Limited was ordered to convene separate meetings of the Holders of (1) its 7 per cent. Cumulative Preferred Stock and 5 per cent. Cumulative Preferred Stock and (2) its Ordinary Stock for the purpose of considering and if thought fit approving with or without modification a Scheme of Arrangement and Amalgamation proposed to be made between the said Unilever Limited and its respective Stockholders and Lever Brothers, Limited) the Order dated the 1st November 1937 (dispensing with the settlement of a list of Creditors of the said Lever Brothers, Limited) the “London Gazette” and the “Times” Newspaper both of the 21st September 1937 (each containing an advertisement of the notice convening the meetings directed to be held by the said Order dated the 11th August 1937) the “London Gazette” and the “Times” Newspaper both of the 5th November 1937 (each containing a notice of the presentation of the said Petition and that the same was appointed to be heard this day) the three Affidavits of Francis D’Arcy Cooper filed respectively the 20th July 1937 and the 19th and 20th October 1937 the Affidavit of Hugh Quennell filed the 11th August 1937 the joint and several Affidavit of Luke Val Fildes John William Heywood and Ronald Geoffrey Rowe filed the 19th October 1937 the joint and several Affidavit of Percy Farnworth and Fred Homer filed the 29th October 1937 and the Exhibits in the said Affidavits respectively referred to

And the said Naamlooze Vennootschap Elma United Holdings Limited Blackfriars Nominees Limited British Oil & Cake Mills Limited Unilever Naamlooze Vennootschap and “Mavibel” (Maatschappij voor Internationale Beleggingen) Naamlooze Vennootschap by their Counsel submitting to be bound by the Scheme of Arrangement and Amalgamation hereinafter sanctioned

This Court doth hereby sanction the Scheme of Arrangement and Amalgamation as set forth in the Schedule to the said Petition subject to the modifications approved by the Court on the hearing of the said Petition which Scheme of Arrangement and Amalgamation as so modified and sanctioned is set forth in the First Schedule hereto

And this Court doth order that the reduction of the capital of the said Lever Brothers, Limited from £130,000,000 to £117,000,000 resolved on and effected by the Special Resolution passed at an Extraordinary General Meeting of the said Lever Brothers, Limited held on the 12th October 1937 be and the same is hereby confirmed in accordance with the provisions of the above-mentioned Act

And the Court doth hereby approve the Minute set forth in the Second Schedule hereto

And it is ordered that this Order be produced and a copy of the said Minute delivered to the Registrar of Companies by Lever Brothers, Limited and that each of them the above-named Unilever Limited and Lever Brothers, Limited do deliver to such Registrar an office copy of this Order

And it is ordered that Notice of the Registration by the Registrar of Companies of this Order so far as it confirms the reduction of the capital of the said Lever Brothers, Limited and of the said Minute be published once in the “London Gazette” and in the “Times” Newspaper within ten days after such Registration

And it is ordered that the above-named Lever Brothers, Limited and Unilever Limited or either of them be at liberty to apply in Chambers for an Order or orders under Section 154 of the above-mentioned Act as there may be occasion

ARTHUR STIEBEL ,

Registrar

Seal


Unilever Articles of Association		37

MINUTE APPROVED BY THE COURT

15th November, 1937.

The capital of Lever Brothers, Limited was by virtue of a Special Resolution of the Company and with the sanction of an Order of the High Court of Justice dated the 15th day of November, 1937, reduced from £130,000,000 to £117,000,000, divided into £30,762,082 Preference Stock, 9,237,918 Preference Shares of £1 each, £15,655,173 A Preference Stock, 24,344,827 A Preference Shares of £1 each, £2,287,312 Preferred Ordinary Stock, 24,850,752 Preferred Ordinary Shares of 5s. each, 7,000,000 A Preferred Ordinary Shares of £1 each and 2,150,000 Ordinary Shares of £10 each.

At the date of the registration of this Minute, none of the said shares had been issued.

By virtue of a Scheme of Arrangement and Amalgamation between Unilever Limited and its respective Stockholders and the Company sanctioned by the said Order and of a Special Resolution passed by the Company, the capital of the Company on the registration of this Minute is £141,418,750, divided into £30,762,082 Preference Stock, £15,655,173 A Preference Stock, £2,287,312 Preferred Ordinary Stock, 9,237,918 Preference Shares of £1 each, 24,344,827 A Preference Shares of £1 each, 59,031,438 Ordinary Shares of £1 each and 100,000 Deferred Shares of £1 each none of which shares has been issued.


38		Unilever Articles of Association

No. 41424

CERTIFICATE OF REGISTRATION

of Order of Court and Minute on reduction of Capital

(Pursuant to Sec. 58 of the Companies Act, 1929.)

LEVER BROTHERS, LIMITED having by Special Resolution reduced its Capital, as confirmed by an Order of the High Court of Justice, Chancery Division, bearing date the 15th day of November, 1937.

I hereby Certify

the Registration of the said Order and of a Minute, showing the present capital and shares of the Company, as fixed by the said Order.

Given under my hand at London this thirtieth day of November One thousand nine hundred and thirty-seven.

P. MARTIN,

Assistant Registrar of Companies.


Unilever Articles of Association		39

At an Extraordinary General Meeting of the Company duly convened and held on the 27th day of February, 1952, the following Resolution was duly passed as a Special Resolution:–

RESOLUTION

That the name of the Company be changed to “UNILEVER LIMITED”.

At an Extraordinary General Meeting of the Company duly convened and held on the 20th day of September, 1966, the following Resolutions were duly passed as Special Resolutions:–

RESOLUTIONS

1	That the Scheme of Arrangement dated 25th August, 1966, between the Company and its six classes of members, a print of which has been submitted to this Meeting and for the purpose of identification subscribed by the Chairman hereof, be and it is hereby approved.

That subject to the said Scheme being sanctioned the capital of the Company be reduced by the cancellation of the assented Preferential Stock (as in the said Scheme defined) and of the 1,655,310 unissued 5 per cent. Cumulative Preference Shares of £1 each and the 24,338,251 unissued 8 per cent. Cumulative A Preference Shares of £1 each in the capital of the Company.

3	That forthwith upon the said reduction of capital taking effect:

(a) the capital of the Company be increased to its former amount of £141,418,750 by the creation of the appropriate number of Ordinary Shares of 5s. each.

(b) the 7 per cent. Cumulative Preference Stock and Shares, the 5 per cent. Cumulative Preference Stock and Shares, the 8 per cent. Cumulative A Preference Stock and Shares and the 20 per cent. Cumulative Preferred Ordinary Stock and Shares be redesignated as 7 per cent. First Cumulative Preference Stock and Shares, 5 per cent. First Cumulative Preference Stock and Shares, 8 per cent. Second Cumulative Preference Stock and Shares and 20 per cent. Third Cumulative Preferred Ordinary Stock and Shares respectively.


40		Unilever Articles of Association

No. 00987 of 1966

IN THE HIGH COURT OF JUSTICE


CHANCERY DIVISION MR. JUSTICE PLOWMAN FO. 123 R.28		Seal Supreme Court of Judicature




Monday the 24th day of October 1966

In the Matter of UNILEVER LIMITED and In the Matter of THE COMPANIES ACT, 1948

Upon the Petition of the above-named Unilever Limited (hereinafter called “the Company”) whose registered office is situate at Port Sunlight Birkenhead in the County of Chester on the 26th September 1966 preferred unto this Court

And Upon Hearing Counsel for the Company

And Upon Reading the said Petition the Order dated the 14th July 1966 (whereby the Company was ordered to convene separate Meetings of the holders of (i) its 7 per cent. Cumulative Preference Stock (ii) its 5 per cent. Cumulative Preference Stock (iii) its 8 per cent. CumulatIve A Preference Stock (iv) its 20 per cent. Cumulative Preferred Ordinary Stock and (v) its Ordinary Shares for the purpose of considering and if thought fit approving, with or without modification, a Scheme of Arrangement proposed to be made between the Company the holders of its said Stocks and Shares and the holders of its Deferred Stock) the Order dated the 7th October 1966 (dispensing with the settlement of a list of Creditors) The Times newspaper of the 26th August 1966 (containing an advertisement of the notice convening the Meetings directed to be held by the said Order dated the 14th July 1966) The Times newspaper of the 15th October 1966 (containing a notice of the presentation of the said Petition and that the same was appointed to be heard this day) and three Affidavits of George James Baron Cole of Blackfriars filed respectively the 11th July 1966 and the 27th September 1966 the two joint Affidavits of John Arthur Smethurst and William Favager filed respectively the 8th September 1966 and the 19th October 1966 the Affidavit of Kenneth Lysberg Barber and the Affidavit of Edward James Wells both filed the 27th September 1966 and the Exhibits in the said Affidavits respectively referred to

This Court doth hereby sanction the Scheme of Arrangement as set forth in the Schedule to the said Petition (subject to the modifications approved by this Court on the hearing of the said Petition) which Scheme of Arrangement as so modified and sanctioned is set forth in the First Schedule hereto

And this Court doth order that the reduction of the capital of the Company resolved on and effected by a Special Resolution passed at an Extraordinary General Meeting of the Company held on the 20th September 1966 be and the same is hereby confirmed in accordance with the provisions of the above mentioned Act

And the Court doth hereby approve the Minute set forth in the Second Schedule hereto

And it is ordered that this Order be produced to the Registrar of Companies and that an Office Copy hereof be delivered to him together with a copy of the said Minute

And it is ordered that notice of the registration by the Registrar of Companies of this Order (so far as it confirms the reduction of the capital of the Company) and of the said Minute be published once in The Times newspaper within 21 days after such registration

MAURICE BERKELEY,

Registrar


Unilever Articles of Association		41

No. 00987 of 1966

THE FIRST SCHEDULE before referred to

IN THE HIGH COURT OF JUSTICE

CHANCERY DIVISION

In the Matter of UNILEVER LIMITED

and

In the Matter of THE COMPANIES ACT, 1948

SCHEME OF ARRANGEMENT


(under Section 206 of the Companies Act, 1948)

between
UNILEVER LIMITED and the holders of:
(1) its 7 per cent. Cumulative Preference Stock;
(2) its 5 per cent. Cumulative Preference Stock;
(3) its 8 per cent. Cumulative A Preference Stock;
(4) its 20 per cent. Cumulative Preferred Ordinary Stock;
(5) its Ordinary Shares of 5s. each; and
(6) its Deferred Stock.
PRELIMINARY
In this Scheme the following expressions shall bear the following meanings:–
“the Company”		means Unilever Limited;

“the Preferential Stock”		means the £35,984,690 7 per cent. Cumulative Preference Stock, the £2,360,000 5 per cent. Cumulative Preference Stock, the £15,661,749 8 per cent. Cumulative A Preference Stock and the £2,287,312 20 per cent. Cumulative Preferred Ordinary Stock in the capital of the Company;




the term “non-assented” in relation to Preferential Stock		means Preferential Stock in respect of which the holder shall give a valid Notice of Non-Assent under Clause 5 of this Scheme;

the term “assented” in relation to Preferential Stock		means Preferential Stock which is not non-assented;

“the New Loan Stock”		means the Unsecured Loan Stock of the Company to be created pursuant to Clause 1 of this Scheme;

“the Effective Date”		means the day on which this Scheme becomes effective in accordance with Clause 9 of this Scheme;

“this Scheme”		means this Scheme (including the Appendices hereto) in its present form or with any modification thereof or addition thereto or condition approved or imposed by the Court;

“holder”		includes person entitled by transmission.


42		Unilever Articles of Association

The Scheme

Creation of New Loan Stock

1	(a) The Company shall create New Loan Stock up to £62,695,050 in aggregate nominal amount as follows:–

(i) up to £60,335,050 73/4 per cent. Unsecured Loan Stock 1991/2006;

(ii) up to £2,360,000 51/2 per cent. Unsecured Loan Stock 1991/2006.

(b) The New Loan Stock shall be constituted by a Trust Deed between the Company of the one part and The Law Debenture Corporation, Limited as trustees of the other part and shall contain or incorporate provisions to the effect of those set forth in Appendix A to this Scheme and shall be in the form of the draft already prepared and subscribed for the purposes of identification by Slaughter and May, Solicitors, with such modifications and additions, if any, as may prior to the execution thereof be approved by the Company and the Trustees.

Reduction of Share Capital

(a) The share capital of the Company shall be reduced by the cancellation of the assented Preferential Stock and of the 1,655,310 unissued 5 per cent. Cumulative Preference Shares of £1 each and the 24,338,251 unissued 8 per cent. Cumulative A Preference Shares of £1 each in the capital of the Company.

(b) Forthwith upon the said reduction of capital taking effect the share capital of the Company shall be increased to its former amount by the creation of Ordinary Shares of 5s. each.

Allotment of New Loan Stock

(a) In consideration of the cancellation of the assented Preferential Stock the Company shall within 28 days after the Effective Date (but subject as regards fractions to the provisions of paragraph (b) of this Clause) allot and issue credited as fully paid to the persons who at the close of business on the day immediately preceding the Effective Date are the registered holders of the assented Preferential Stock for every £100 in nominal amount of assented Preferential Stock of the class shown in column 1 of the Table below set out New Loan Stock of the nominal amount and class shown in column 2 of the said Table and so in proportion for holdings of less than £100 or which are not an exact multiple thereof:–

Table


1		2
£100 Preferential Stock		New Loan Stock
7 per cent.		£100 73/4 per cent.
Cumulative Preference Stock.		Unsecured Loan Stock 1991/2006.

5 per cent.		£100 51/2 per cent.
Cumulative Preference Stock.		Unsecured Loan Stock 1991/2006.

8 per cent.		£114 73/4 per cent.
Cumulative A Preference Stock.		Unsecured Loan Stock 1991/2006.



20 per cent.		£284 73/4 per cent.
Cumulative Preferred Ordinary Stock.		Unsecured Loan Stock 1991/2006.

(b) No holder of any of the assented Preferential Stock shall be entitled to be allotted any fraction of £1 of New Loan Stock but any fractional amounts to which but for this provision holders of assented Preferential Stock would have been entitled shall be aggregated and allotted to the Secretary of the Company or to some person or persons nominated by him upon trust to sell the same and the Company shall distribute the net proceeds of such sale to the persons entitled thereto.

(c) The amount of 73/4 per cent. Unsecured Loan Stock to be allotted to a holder of assented Preferential Stock of two or more classes and the fractional entitlement, if any, of any such holder shall be determined by aggregating the amounts of 73/4 per cent. Unsecured Loan Stock which, but for the provisions of paragraph (b) of this Clause, would have been allotted to such holder.

Dividends and Interest

4	(a) The New Loan Stock to be issued pursuant to this Scheme shall carry interest calculated as from and including the 1st July, 1966.

(b) The holders of the assented Preferential Stock shall not be entitled to receive any dividends on the assented Preferential Stock held by them respectively in respect of any period commencing after the 30th June, 1966.

(c) Each mandate in force at the close of business on the day immediately preceding the Effective Date relating to the payment of dividends on assented Preferential Stock shall unless and until revoked be deemed as from such date to be a valid and effective mandate to the Company in relation to interest on the corresponding New Loan Stock.

Notice of Non-Assent

(a) If any holder of Preferential Stock shall, in manner provided in paragraph (b) of this Clause, give notice in the form prescribed by the Company (herein called “Notice of Non-Assent”) to the Company that such holder does not wish to have all or some part of the Preferential Stock held by him cancelled, the Preferential Stock held by such holder shall, to the extent specified in such Notice of Non-Assent, for the purposes of this Scheme be non- assented.

(b) Every such notice shall be signed (or in the case of a body corporate executed under its Common Seal, if any) by the holder or, in the case of joint holdings, all the holders of the Preferential Stock concerned and sent or delivered to the Joint Registrars of the Company accompanied by the relative stock certificate or certificates so as to be received by the Joint Registrars on or before the 19th September, 1966, or posted before the 19th September, 1966 and received by the said Joint Registrars on or before the 27th September, 1966. Modification of Rights attached to Classes of Share Capital


Unilever Articles of Association		43

6	(a) The Company shall alter its Articles of Association by substituting for Articles 3 and 49 the new Articles 3 and 49 set forth in Resolution numbered 3 in the Notice convening an Extraordinary General Meeting of the Company for the 20th September, 1966.

(b) From and after the Effective Date the rights set forth in Appendix B to this Scheme shall be attached to the non-assented Preferential Stock in substitution for and to the exclusion of those rights now set forth in paragraph (viii) of Article 9 of the Articles of Association of the Company.

(c) Nothing in this Scheme contained shall prevent the alteration or variation of any rights attached to any Stock or Shares in the capital of the Company or any provision in the Articles of Association of the Company in any manner for the time being authorised by law or by such Articles.

Certificates for New Loan Stock and Cash Payments

As soon as practicable after the allotments of the New Loan Stock, the Company shall send to the allottees notices informing them that this Scheme has become effective and, unless prohibited by law, enclosing certificates for the amounts of New Loan Stock and shall, either simultaneously or as soon as practicable thereafter and unless prohibited by law, send to the allottees cheques or postal orders for any cash payments in respect of fractions, being the amounts and payments to which they are respectively entitled under this Scheme.

(a) All certificates for New Loan Stock shall be sent by the Company to the holders of the assented Preferential Stock through the post in prepaid envelopes addressed to such holders at their respective registered addresses (or, in the case of joint holders, to the address of that one of the joint holders whose name stands first in the register in respect of such joint holding) and the Company shall not be responsible for any loss in transmission.

(b) All cash payments in respect of fractions required to be made pursuant to this Scheme to holders of assented Preferential Stock shall be made by the Company to such holders by sending cheques or postal orders for the amounts payable through the post in the manner and to the addresses mentioned in paragraph (a) of this Clause, and the Company shall not be responsible for any loss in transmission.

All such cheques and postal orders shall be made payable to the order of the person to whom the payment is due or, in the case of joint holders entitled to such payment, to the order of that one of the joint holders whose name stands first in the register in respect of such joint holding. Payment of any cheque or encashment of any postal order (as the case may be) shall be a complete discharge to the Company for the moneys represented thereby.

The Effective Date

9	This Scheme shall become effective as soon as an office copy or office copies of the Order of the Court sanctioning under Section 206 of the Companies Act, 1948 this Scheme and confirming under Section 68 of the said Act the reduction of capital provided for in this Scheme shall have

been duly delivered to the Registrar of Companies for registration; and unless this Scheme shall have become effective as aforesaid on or before the 31st December, 1966, or such later date, if any, as the Court may allow, the same shall never become effective.

10	The Company may consent on behalf of all concerned to any modification of or addition to this Scheme or to any conditions which the Court may think fit to approve or impose.

Fundamental Condition

Notwithstanding anything hereinbefore contained if less than 50 per cent. in aggregate nominal amount of the Preferential Stock (or such lesser nominal amount as the Company shall within fourteen days after the holding of the meetings convened by Order of the Court for the purpose of considering this Scheme by Resolution of its Board of Directors decide) falls to be treated as assented Preferential Stock for the purposes of this Scheme, this Scheme shall not be capable of becoming effective. Dated 25th August, 1966.

APPENDIX A

Provisions relating to New Loan Stock

The 51/2 per cent. Unsecured Loan Stock 1991/2006 (“the 51/2 per cent. Stock”) and the 73/4 per cent. Unsecured Loan Stock 1991/2006 (“the 73/4 per cent. Stock”) – together referred to herein as “the Stocks” – will be created by a Resolution of the Board of Directors and will be constituted by a Trust Deed in favour of The Law Debenture Corporation, Limited, as Trustees. The Trust Deed will contain provisions, inter alia, to the following effect:–

1	Amounts

The 51/2 per cent. Stock will not exceed £2,360,000; the 73/4 per cent. Stock wiII not exceed £60,335,050.

2	Interest

The 51/2 per cent. Stock and the 73/4 per cent. Stock will carry interest respectively at the rates of 51/2 per cent. and 73/4 per cent. per annum, payable half-yearly on 30th June and 31st December. The first payment of interest will be made on 31st December, 1966 and will amount to £2 15s. 0d. (less income tax) per £100 nominal of the 51/2 per cent. Stock and £3 17s. 6d. (less income tax) per £100 nominal of the 73/4 per cent. Stock.

3	Redemption, Purchase and Final Repayment

(a) The Stocks, unless previously purchased or redeemed, will be repaid on 30th June, 2006, at par plus accrued interest.

(b) The Company will be entitled to redeem the whole or any part, to be selected by drawings, of the Stocks at par plus accrued interest on or at any time after 30th June, 1991, on giving not less than three months’ notice in writing.

(c) The Company may at any time purchase any part of the Stocks on any recognised Stock Exchange or by tender (available to all Stockholders of the particular Stock alike)


44		Unilever Articles of Association

at any price or by private treaty at a price not exceeding par in the case of the 51/2 per cent. Stock and £105 per cent. in the case of the 73/4 per cent. Stock (exclusive in each case of expenses and accrued interest) but not otherwise.

(d) The Company may exercise its rights and powers of redemption and purchase as regards the 51/2 per cent. Stock and the 73/4 per cent. Stock at its sole discretion and without obligation to maintain any ratio between the amounts for the time being outstanding of either of such series.

(e) All stock purchased or redeemed shall be cancelled and shall not be available for re-issue.

4 Limitation on Borrowings

(A) The Company shall procure that so long as any part of the Stocks remains outstanding the aggregate principal amount (including any premium payable on final repayment) outstanding of borrowings by the Company and all its subsidiaries (but excluding borrowings by any of such companies from any other of them) shall not exceed a sum equal to twice the adjusted total of capital and reserves (as defined below).

(B) The Company shall procure that so long as any part of the Stocks remains outstanding the aggregate principal amount (including any premium payable on final repayment) outstanding of (a) secured borrowings of the Company (otherwise than from any of its subsidiaries) and (b) all borrowings whether secured or unsecured of its subsidiaries (otherwise than from the Company or from another subsidiary) shall not exceed a sum equal to two thirds of the adjusted total of capital and reserves.

For the purposes of the provisions of (A) and (B) above relating to borrowing:–

(i) the principal amount (together with any premium payable on final repayment) of any debentures within the meaning of Section 455 of the Companies Act, 1948 issued by the Company or any of its subsidiaries shall (unless otherwise taken into account) be deemed to be borrowings;

(ii) the principal amount raised by the Company or any of its subsidiaries by acceptances under any acceptance credit opened on its behalf by any bank or accepting house shall be deemed to be borrowings;

(iii) the nominal amount of any issued share capital and the principal amount of any borrowings (together in each case with any premium on redemption or repayment) the repayment whereof is guaranteed by the Company or by any of its subsidiaries shall be deemed to be borrowings by the guaranteeing company unless otherwise taken into account;

(iv) any borrowings of the Company or any of its subsidiaries for the express purpose of repaying the whole or any part of any borrowings of the Company or any of its subsidiaries for the time being outstanding (including any premium on redemption or repayment) and taken into account and applied for that purpose within four months of such borrowing shall pending application for such purpose

within such period be deemed not to be borrowings; (v) the nominal amount of any issued share capital (not being equity share capital) of a subsidiary owned otherwise than by the Company or by a subsidiary shall be deemed to be borrowings of the subsidiary;

(vi) in the case of a subsidiary, part of whose equity share capital is held otherwise than by the Company or another subsidiary, the proportion of the total amounts borrowed by such subsidiary which is borrowed otherwise than from the Company or another subsidiary which corresponds to the proportion of the total nominal amount of the issued equity share capital of such subsidiary held otherwise than by the Company or another subsidiary shall be deemed not to be borrowings.

5 Definitions

The expression “the adjusted total of capital and reserves” means at any material time the amount of the issued and paid-up share capital of the Company plus the aggregate amount standing to the credit of the consolidated capital and revenue reserves (including any share premium account and capital redemption reserve fund) plus or minus the amount standing to the credit or debit (as the case may be) of the consolidated profit and loss account of the Company and its subsidiaries all as shown in the latest audited consolidated accounts of the Company but:–

(i) adjusted as may be appropriate to take account of (a) any increase in or reduction of the issued and paidup share capital or the share premium account of the Company since the date to which the consolidated balance sheet incorporated in such accounts shall have been made up and any distributions (other than normal preference dividends and interim dividends paid in each case out of profits earned since such date) in cash or specie made from such reserves or profit and loss account since such date and (b) any subsidiary not consolidated in such accounts, any companies which since the date of such accounts have ceased to be subsidiaries and any companies which will become subsidiaries as a result of the transaction in relation to which the calculation falls to be made;

(ii) excluding any sums set aside for taxation, other than any sums set aside in respect of taxation equalisation;

(iii) after deducting any amount for goodwill or any other intangible asset (not being an amount representing part of the cost of an acquisition of shares or other property) incorporated as an asset in such balance sheet (as adjusted);

(iv) excluding any amounts attributable to minority interests in subsidiaries;

(v) after making such other adjustments (if any) as the Auditors of the Company may consider appropriate.

6 Transfer

The Stocks will each be registered and transferable in amounts and multiples of £1.


Unilever Articles of Association		45

7 Modification of Rights

The provisions of the Trust Deed and the rights of the holders of the Stocks will be subject to modification by Extraordinary Resolution of the Stockholders concerned as provided in the Trust Deed. In addition, the Trustees may from time to time without any consent or sanction of the Stockholders concerned (but only if and in so far as in the opinion of the Trustees the interests of such Stockholders will not be materially prejudiced thereby) assent to any modification of the provisions of the Trust Deed or any Supplemental Trust Deed. Provision will be made for separate meetings of the holders of the series concerned where the subject matter of any proposed Resolution is considered by the Trustees to involve a conflict of interest between the holders of one series of the Stock and the holders of the other series of the Stock.

8 Indemnification

The Trust Deed will contain provisions for indemnifying the Trustees and for relieving them from responsibility in certain events.

APPENDIX B

(see Clause 6(b) of the Scheme)

On a return of assets in a winding-up or otherwise the 7 per cent. First Cumulative Preference Shares, 5 per cent. First Cumulative Preference Shares, 8 per cent. Second Cumulative Preference Shares and 20 per cent. Third Cumulative Preferred Ordinary Shares shall be entitled to rank for repayment of the capital paid up or credited as paid up thereon in the same priorities respectively as they rank for dividend together with a sum equal to any arrears or deficiency of dividend in respect thereof (whether declared or undeclared) and together also by way of premium with an amount per share equal to the excess (if any) of the market value of such Preference and Preferred Ordinary Shares respectively over the amount paid up or credited as paid up thereon, such market value to be established by taking the average as certified by the Company’s Auditors of the means of the daily quotations at which the said Preference Shares and Preferred Ordinary Shares respectively shall have been quoted in the Daily Official List published by The Stock Exchange, London, during the six months immediately preceding the relevant date, after first deducting from the mean on each day a sum equal to any arrears or deficiency of dividend in respect thereof (whether declared or undeclared) up to that day (less an amount equivalent to income tax on such sum at the standard rate for the time being in force). Provided that in the event of a reduction of capital involving repayment of part only of the capital paid up or credited as paid up on the said Preference Shares and Preferred Ordinary Shares a proportionate part only of any such premium as aforesaid shall be payable. “The relevant date” means in the case of a compulsory winding-up the commencement of the winding-up and in the case of a voluntary winding-up or reduction of capital the date thirty days before the despatch of the notice convening the meeting to pass the resolution for winding up or reduction of capital as the case may be. The said Preference Shares and Preferred Ordinary Shares shall confer no further or other right to participate in profits or assets.


46		Unilever Articles of Association

THE SECOND SCHEDULE before referred to

MINUTE APPROVED BY THE COURT

The capital of Unilever Limited was by virtue of a Special Resolution and a Scheme of Arrangement sanctioned by an Order of the High Court of Justice dated the 24th day of October 1966 reduced from the former capital of £141,418,750 divided into £35,984,690 7 per cent. Cumulative Preference Stock, £2,360,000 5 per cent. Cumulative Preference Stock, £15,661,749 8 per cent. Cumulative A Preference Stock, £2,287,312 20 per cent. Cumulative Preferred Ordinary Stock, 1,655,310 5 per cent. Cumulative Preference Shares of £1 each, 24,338,251 8 per cent. Cumulative A Preference Shares of £1 each, 236,125,752 Ordinary Shares of 5s. each and £100,000 Deferred Stock to £64,274,506 divided into £3,502,564 7 per cent. Cumulative Preference Stock, £172,382 5 per cent. Cumulative Preference Stock, £1,218,546 8 per cent. Cumulative A Preference Stock, £249,576 20 per cent. Cumulative Preferred Ordinary Stock, 236,125,752 Ordinary Shares of 5s. each and £100,000 Deferred Stock. At the date of the registration of this Minute 181,348,592 of the said Ordinary Shares have been issued and are deemed to be fully paid and none of the remaining Ordinary Shares has been issued. By virtue of a Special Resolution of the Company to take effect forthwith upon the said reduction of capital taking effect the capital of the Company has been increased to £141,418,750 by the creation of 308,576,976 Ordinary Shares of 5s. each.


Unilever Articles of Association		47

No. 41424

CERTIFICATE OF REGISTRATION

of Order of Court and Minute on reduction of Capital

(Pursuant to Sec. 69 of the Companies Act, 1948.)

UNILEVER LIMITED having by Special Resolution reduced its Capital, as confirmed by an Order of the High Court of Justice, Chancery Division, bearing date the Twenty-fourth day of October One Thousand Nine Hundred and Sixty-Six.

I hereby Certify

That the said Order and a Minute showing the capital and shares of the Company as approved by the said Order were Registered pursuant to Section 69 of the Companies Act, 1948, on the Second day of December One Thousand Nine Hundred and Sixty-Six.

Given under my hand at London this Fifth day of December One Thousand Nine Hundred and Sixty-Six.

A. E. WHITBY,

Assistant Registrar of Companies.


48		Unilever Articles of Association

At an Extraordinary General Meeting of the Company duly convened and held on the 12th day of December, 1983, the following Resolution was duly passed as a Special Resolution:–

RESOLUTION

That

(a) the capital of the Company be reduced from £141,418,750 to £135,170,274, such reduction to be effected by cancelling the whole of the capital paid up on 24,993,904 Ordinary Shares of 25p each, being that part of the holding of Ordinary Shares in the capital of the Company registered in the names of Sir David Alexander Orr, The Right Honourable Philip William Bryce Third Viscount Leverhulme, Seamus George Sweetman, Kenneth Durham and Cecil Frazer Sedcole, which is held by them as Trustees of the Will of the First Viscount Leverhulme in the Fund known as the Office Holders Fund, and by cancelling and extinguishing such Ordinary Shares; and

(b) forthwith upon such reduction of capital taking effect, the authorised capital of the Company be increased to its former amount of £141,418,750 by the creation of 24,993,904 Ordinary Shares of 25p each.


Unilever Articles of Association		49

No. 007556 of 1983

IN THE HIGH COURT OF JUSTICE

CHANCERY DIVISION

MR. JUSTICE HARMAN

FO. 228 C1

Tuesday the 24th Day of January, 1984

In the Matter of UNILEVER PLC

and

In the Matter of THE COMPANIES ACT 1948

Upon the Petition of the above-named Unilever PLC whose registered office is situate at Port Sunlight Wirral Merseyside L62 4XN on the 12th December, 1983 preferred unto this Court

And upon hearing Counsel for the Petitioner

And upon reading the said Petition (as amended) the Order dated the 22nd December, 1983 (dispensing with the settlement of a list of Creditors) the Affidavit of Kenneth Durham filed the 15th December, 1983 the Affidavit of James Dewar Keir filed the 18th January, 1984 the Exhibits in the said Affidavits respectively referred to and “The Times” Newspaper of the 14th January, 1984 (containing a notice of the presentation of the said Petition and that the same was appointed to be heard this day)

This Court doth order that the reduction of the capital of the said Company from £141,418,750 to £135,170,274 resolved on and effected by a Special Resolution passed at an Extraordinary General Meeting of the said Company held on the 12th December, 1983 be and the same is hereby confirmed in accordance with the provisions of the above mentioned Act.

And the Court doth hereby approve the Minute set forth in the Schedule hereto

And it is ordered that this Order be produced to the Registrar of Companies and that an Office Copy hereof be delivered to him together with a copy of the said Minute

And it is ordered that notice of the registration by the Registrar of Companies of this Order and of the said Minute be published once in “The Times” newspaper within 21 days after such registration.

JOHN BRADBURN,

Registrar


50		Unilever Articles of Association

THE SCHEDULE before referred to

MINUTE APPROVED BY THE COURT

The Capital of Unilever PLC was by virtue of a Special Resolution and with the sanction of an Order of the High Court of Justice dated the 24th January, 1984 reduced from £141,418,750 divided into £3,502,564 7 per cent First Cumulative Preference Stock £172,382 5 per cent First Cumulative Preference Stock £1,218,546 8 per cent Second Cumulative Preference Stock £249,576 20 per cent Third Cumulative Preferred Ordinary Stock 544,702,728 Ordinary Shares of 25p each and £100,000 Deferred Stock to £135,170,274 divided into £3,502,564 7 per cent First Cumulative Preference Stock £172,382 5 per cent First Cumulative Preference Stock £1,218,546 8 per cent Second Cumulative Preference Stock £249,576 20 per cent Third Cumulative Preferred Ordinary Stock 519,708,824 Ordinary Shares of 25p each and £100,000 Deferred Stock At the date of the registration of this Minute 158,073,358 of the said Ordinary Shares have been issued and are deemed to be fully paid and none of the remaining Ordinary Shares has been issued. By virtue of a Special Resolution of the Company to take effect forthwith upon the said reduction of capital taking effect the capital of the Company has been increased to £141,418,750 by the creation of 24,993,904 Ordinary Shares of 25p each.


Unilever Articles of Association		51

No. 41424

CERTIFICATE OF REGISTRATION

of Order of Court and Minute on reduction of Capital

Whereas UNILEVER PLC having by Special Resolution reduced its capital as confirmed by an Order of the High Court of Justice, Chancery Division dated the 24th January, 1984.

Now therefore

I hereby Certify

that the said Order and Minute approved by the Court were registered pursuant to section 69 of the Companies Act, 1948, on the 27th January, 1984.

Given under my hand at Cardiff the 14th February, 1984

T. G. THOMAS,

An Authorised Officer


52		Unilever Articles of Association

At an Extraordinary General Meeting of the Company duly convened and held on the 23rd January, 1989, the following Resolution was duly passed as a Special Resolution:–

RESOLUTION

That subject to the consent of the holders of the Company’s 7 per cent. First Cumulative Preference Stock, 5 per cent. First Cumulative Preference Stock, 8 per cent. Second Cumulative Preference Stock and 20 per cent. Third Cumulative Preferred Ordinary Shares of 25p each given by extraordinary resolutions as provided in Article 11 of the Company’s Articles of Association, the authorised capital of the Company be reduced from £141,418,750 to £136,275,682 and that such reduction be effected by returning the whole of the capital paid up on the £3,502,564 7 per cent. First Cumulative Preference Stock together with a premium of 7p per

£1 nominal of such Stock, 78p of the capital paid up on each £1 nominal of the £172,382 5 per cent. First Cumulative Preference Stock, the whole of the capital paid up on the £1,218,546 8 per cent. Second Cumulative Preference Stock together with a premium of 14p per £1 nominal of such Stock and the whole of the capital paid up on each of the 998,304 20 per cent. Third Cumulative Preferred Ordinary Shares together with a premium of 40p per share and cancelling and extinguishing all the said Preference Stocks and Preferred Shares.

At a Class Meeting of holders of 7 per cent. First Cumulative Preference Stock of the Company duly convened and held on the 23rd January, 1989, the following Resolution was duly passed as an Extraordinary Resolution:–

RESOLUTION

That this Class Meeting of the holders of the 7 per cent. First Cumulative Preference Stock in the capital of the Company hereby consents on behalf of all the holders of such Stock to the reduction of the capital of the Company on the terms set out in the Special Resolution contained in the Notice dated the 16th day of December 1988 convening the Extraordinary General Meeting of the Company for 23rd January, 1989 (a copy of such notice having been produced to this Meeting and for the purposes of identification signed by the Chairman thereof) and sanctions any variation of the rights and privileges attached to the said Stock which is effected or authorised by the said resolution or is involved therein to the intent that such resolution shall be binding on all the holders of the said Stock.


Unilever Articles of Association		53

At a Class Meeting of holders of 5 per cent. First Cumulative Preference Stock of the Company duly convened and held on the 23rd January, 1989, the following Resolution was duly passed as an Extraordinary Resolution:–

RESOLUTION

That this Class Meeting of the holders of the 5 per cent. First Cumulative Preference Stock in the capital of the Company hereby consents on behalf of all the holders of such Stock to the reduction of the capital of the Company on the terms set out in the Special Resolution contained in the Notice dated the 16th day of December 1988 convening the Extraordinary General Meeting of the Company for 23rd January 1989 (a copy of such notice having been produced to this Meeting and for the purposes of identification signed by the Chairman thereof) and sanctions any variation of the rights and privileges attached to the said Stock which is effected or authorised by the said resolution or is involved therein to the intent that such resolution shall be binding on all the holders of the said Stock.

At a Class Meeting of holders of 8 per cent. Second Cumulative Preference Stock of the Company duly convened and held on the 23rd January, 1989, the following Resolution was duly passed as an Extraordinary Resolution:–

RESOLUTIONS

That this Class Meeting of the holders of the 8 per cent. Second Cumulative Preference Stock in the capital of the Company hereby consents on behalf of all the holders of such Stock to the reduction of the capital of the Company on the terms set out in the Special Resolution contained in the Notice dated the 16th day of December 1988 convening the Extraordinary General Meeting of the Company for 23rd January 1989 (a copy of such notice having been produced to this Meeting and for the purposes of identification signed by the Chairman thereof) and sanctions any variation of the rights and privileges attached to the said Stock which is effected or authorised by the said resolution or is involved therein to the intent that such resolution shall be binding on all the holders of the said Stock.


54		Unilever Articles of Association

At a Class Meeting of holders of 20 per cent. Third Cumulative Preferred Ordinary Shares in the Company duly convened and held on the 23rd January, 1989, the following Resolution was duly passed as an Extraordinary Resolution:–

RESOLUTION

That this Class Meeting of the holders of the 20 per cent. Third Cumulative Preferred Ordinary Shares in the capital of the Company hereby consents on behalf of all the holders of such Shares to the reduction of the capital of the Company on the terms set out in the Special Resolution contained in the Notice dated the 16th day of December 1988 convening the Extraordinary General Meeting of the Company for 23rd January 1989 (a copy of such notice having been produced to this Meeting and for the purposes of identification signed by the Chairman thereof) and sanctions any variation of the rights and privileges attached to the said Shares which is effected or authorised by the said resolution or is involved therein to the intent that such resolution shall be binding on all the holders of the said Shares.


Unilever Articles of Association		55

No. 00433 of 1989

IN THE HIGH COURT OF JUSTICE

CHANCERY DIVISION

COMPANIES COURT

MR. JUSTICE MILLETT

Monday the 27th day of February 1989

In the Matter of UNILEVER PLC

and

In the Matter of THE COMPANIES ACT 1985

Upon the Petition of the above-named Unilever PLC (hereinafter called “the Company”) whose registered office is situate at Port Sunlight Wirral Merseyside L62 4ZA

And Upon Hearing Counsel for the Company

And Upon Reading the documents recorded on the Court File as having been read

It is ordered that the reduction of the capital of the Company from £141,418,750 to £136,275,682 resolved on and effected by a Special Resolution passed at an Extraordinary General Meeting of the Company held on the 23rd January 1989 be confirmed.

And the Court approves the Minute set forth in the Schedule hereto

AND IT IS FURTHER ORDERED

(1)	that this Order be produced by the Company to the Registrar of Companies and that it deliver an Office Copy to him together with a copy of the said Minute

(2)	that notice of the registration by the Registrar of Companies of this Order and of the said Minute be published by the Company once in the Financial Times newspaper within 21 days after such registration.


56		Unilever Articles of Association

THE SCHEDULE

MINUTE APPROVED BY THE COURT

“The capital of Unilever PLC was by virtue of a Special Resolution and with the sanction of an Order of the High Court of Justice dated 27th day of February 1989 reduced from £141,418,750 (divided into £3,502,564 7 per cent. First Cumulative Preference Stock £172,382 5 per cent. First Cumulative Preference Stock £1,218,546 8 per cent. Second Cumulative Preference Stock 998,304 20 per cent. Third Cumulative Preferred Ordinary Shares of 25p each 2,723,513,640 Ordinary Shares of 5p each and £100,000 Deferred Stock) to £136,275,682 (divided into 2,723,513,640 Ordinary Shares of 5p each and £100,000 Deferred Stock). At the date of the registration of this Minute 794,082,087 Ordinary Shares of 5p each have been issued and are deemed to be fully paid and none of the remaining Ordinary Shares has been issued”.


Unilever Articles of Association		57

No. 41424

CERTIFICATE OF REGISTRATION

of Order of Court and Minute on reduction of Capital

Whereas UNILEVER PLC having by Special Resolution reduced its capital as confirmed by an Order of the High Court of Justice, Chancery Division dated the 27th February 1989.

Now therefore

I hereby Certify

that the said Order and Minute approved by the Court were registered pursuant to section 138 of the Companies Act 1985 on the 2nd March 1989.

Given under my hand at Cardiff the 13th March 1989.

An Authorised Officer.


58		Unilever Articles of Association

SPECIAL AND OTHER RESOLUTIONS

At an Extraordinary General Meeting of the Company duly convened and held on the 18th day of June, 1931, the following Resolution was duly passed:–

RESOLUTION

That all the fully paid Shares in the capital of the Company now issued and outstanding be converted into Stock and that all Shares in the capital of the Company at present unissued be converted into Stock as and when the same are issued and are fully paid up.

At a separate General Meeting of the Ordinary Stockholders of the Company duly convened and held on the 12th day of July, 1951, the following Resolution was duly passed:–

RESOLUTION

That this separate General Meeting of the holders of the issued 13,694,008 Ordinary Shares of £1 each in the capital of Lever Brothers & Unilever Limited (now represented by £13,694,008 Ordinary Stock) hereby, in pursuance of Article 3 of the Company’s Articles of Association, sanctions the modification of the terms of the Agreement dated the 28th day of June, 1946, between Lever Brothers & Unilever N.V. of the one part and the Company of the other part (being the Agreement referred to in the said Article 3) in manner provided by a Supplemental Agreement in the terms of the draft produced to this Meeting and, for the purpose of identification subscribed by the Chairman thereof, and authorises the Directors of the Company to enter into and carry into effect such Supplemental Agreement.


Unilever Articles of Association		59

At an Extraordinary General Meeting of the Company duly convened and held on the 27th day of October, 1961, the following Resolutions were duly passed as an Ordinary Resolution and a Special Resolution respectively:–

RESOLUTIONS

That the whole of the issued Ordinary Stock in the capital of the Company be re-converted into fully paid Ordinary Shares of 5s. 0d. each and that each of the unissued Ordinary Shares of £1 each in the capital of the Company be sub-divided into four Ordinary Shares of 5s. 0d. each.

That as from the date of the passing of this Resolution the provisions of the Resolutions passed on the 18th June, 1931, and the 12th October, 1937, that all unissued Shares in the capital of the Company be converted into Stock as and when the same are issued and are fully paid up, shall cease to apply to the Ordinary Share capital of the Company.

At the Annual General Meeting of the Company duly convened and held on the 17th day of May, 1978, the following Resolution was duly passed:–

RESOLUTION

That the £249,576 20 per cent. Third Cumulative Preferred Ordinary Stock in the capital of the Company be re-converted into 998,304 fully paid 20 per cent. Third Cumulative Preferred Ordinary Shares of 25p each.


60		Unilever Articles of Association

At a Meeting of the Directors duly convened and held on the 9th day of April, 1981, the following Resolution was duly passed:–

RESOLUTION

That

(1)	Pursuant to Section 8 of the Companies Act, 1980 the Company be re-registered as a public company.

(2)	The Memorandum of Association of the Company be altered in manner following:

(a)

By deleting Clause 1 and substituting therefor the following clause:–

“1 The name of the Company is “Unilever PLC”.”

(b)

By adding after Clause 1 the following Clause 1a:–

“1a The Company is to be a public company.”

(c)

By deleting Clause 2 and substituting therefor the following clause:–

“2 The registered office of the Company will be situated in England and Wales.”

At the Annual General Meeting of the Company duly convened and held on the 18th May, 1983, the following Resolution was duly passed as a Special Resolution:–

RESOLUTION

That the Memorandum of Association of the Company be altered by deleting the present Clause 3 and substituting for it the Clause 3 set out in the document which accompanied the notice of this meeting.


Unilever Articles of Association		61

At the Annual General Meeting of the Company duly convened and held on the 20th May, 1987, the following Resolutions were duly passed as an Ordinary Resolution and a Special Resolution respectively:–

RESOLUTIONS

That with effect from and including 29th June, 1987, the 544,702,728 Ordinary Shares of 25p each in the capital of the Company be sub-divided into 2,723,513,640 Ordinary Shares of 5p each.

That with effect from and including 29th June, 1987, the draft regulations contained in the printed document submitted to the meeting and for the purposes of identification signed by the Chairman thereof, be approved and adopted as the Articles of Association of the Company in substitution for and to the exclusion of all existing Articles thereof.

At the Annual General Meeting of the Company duly convened and held on the 3rd May, 1989, the following Resolutions were duly passed as Special Resolutions:–

RESOLUTIONS

That the Articles of Association of the Company be altered as follows:

(a)	by deleting in article 2 the words, “Preference Shares.” includes Preferred Ordinary Shares;

(b)	by deleting in article 3 the second and third sentences and substituting therefor the following:

‘No modification of the terms of the said Agreement shall be made without the previous sanction of

(a) an ordinary resolution of the Company in general meeting; and

(b) an ordinary resolution passed at a separate general meeting of the holders of the Ordinary Shares.

The provisions of article 11 shall apply to the separate general meeting hereinbefore mentioned, except only that the quorum necessary for the said meeting shall be the holders of a majority in nominal value of the Ordinary Shares present in person or by proxy, but so that if at any adjourned separate general meeting of the holders of the Ordinary Shares such quorum be not present, those of such holders who are present in person or by proxy shall be a quorum.’;

(c)	by deleting article 5 and substituting therefor the following:

‘5 Subject to the provisions of the Companies Acts and to any rights conferred on the holders of any class of shares, any share may be issued which is to be redeemed, or is to be liable to be redeemed at the option of the Company or the holder, on such terms and in such manner as may be provided by these articles.’;

(d)	by deleting article 9 and substituting therefor the following:

‘9 (i) On the 3rd May, 1989 the authorised capital of the Company is £136,275,682, divided as follows: 2,723,513,640 Ordinary Shares of 5p each. 100,000 Deferred Shares of £1 each, all of which have been issued and are now represented by £100,000 Deferred Stock.

(ii) The Ordinary Shares of 5p each and the Deferred Shares of £1 each shall respectively confer on the holders thereof the right to receive dividends in accordance with the provisions of article 135 hereof.’;

(e)	by deleting in article 10 all sentences save the last;

(f)	by deleting in article 11 paragraph (D) and substituting therefor the following:

‘(D) Subject as aforesaid the rights and privileges attached to any class shall for the purposes of this article not be deemed to be modified unless the modification prejudicially affects such rights or privileges.’;

(g)	by deleting in article 58 the last sentence;

(h)	by deleting in article 67 the words ‘one-tenth of the issued Preference Shares or’;

(i)	by deleting in article 117 the words ‘and an extraordinary resolution passed at a separate general meeting held in manner provided by article 11 of the holders of the whole of the Preference and Preferred Ordinary Shares (which for this purpose shall be deemed to constitute a single class)’;


62		Unilever Articles of Association

(j)	by deleting article 135 and substituting therefor the following:

‘135 The profits of the Company at any time available for dividend and determined to be distributed by way of dividend for any period shall be applicable in order of priority and manner following:

FIRST to the payment of a dividend for such period at the rate of 5 per cent. per annum on the capital paid up or credited as paid up on the Ordinary Shares.

William Hesketh Lever of the first part, the Company of the second part and Sydney Gross, Robert Barrie, John Lever Tillotson, John Gray and James Lever Ferguson of the third part and Deeds supplemental thereto on the nominal amount of the then issued and outstanding Preferential Certificates therein mentioned, such dividend to be paid to the Trustees of the said Trust Deed for distribution amongst the holders of such Preferential Certificates.

THIRDLY to the payment of a further dividend for such period at the rate of 5 per cent. per annum on the capital paid up or credited as paid up on the Ordinary Shares.

FOURTHLY to the payment of a dividend for such period at the rate of 6 per cent. per annum on the capital paid up or credited as paid up on the Deferred Shares.

LASTLY the surplus after making the payments aforesaid shall be applied to the payment of an additional dividend on the capital paid up or credited as paid up on the Ordinary Shares.’;

(k)	by deleting in article 137 the words ‘the preferential dividends on their Preference Shares for the time being, and also’; and

(l)	by deleting article 156 and substituting therefor the following:

‘156 If the Company shall be wound-up, the assets available for distribution amongst the members shall be applied first in repaying to the holders of the Ordinary Shares and Deferred Shares pari passu the capital paid or credited as paid up thereon respectively and any balance of such assets then remaining shall belong to the holders of the Ordinary Shares.’

That the Articles of Association of the Company be altered by deleting in article 145(a) the word ‘beginning’ and substituting therefor the words ‘expiry of two months following the conclusion’.

That the Articles of Association of the Company be altered by deleting article 117 and substituting therefor the following:

‘117 (A) The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital and to issue debentures and other securities but shall restrict the

Borrowings of the Company and exercise all voting and other rights or powers of control exercisable by the Company in relation to its subsidiaries with a view to securing that Borrowings shall not at any time without the previous sanction of an ordinary resolution of the Company in general meeting exceed an amount equal to three times the Adjusted Capital and Reserves of the Company.

(B) For the purposes of this article

(i) “Borrowings” means the aggregate principal amount for the time being remaining outstanding of all borrowings of the Company and its subsidiaries, whether secured or unsecured, but excluding:–

(a) borrowings by the Company from any subsidiary

(b) borrowings by any subsidiary from another subsidiary or from the Company

(d) borrowings of a company which becomes a subsidiary hereafter for a period of twelve months from the date it becomes a subsidiary

and deducting therefrom an amount equal to:–

(f) all cash deposits, certificates of deposit and securities of governments and companies and similar instruments owned by the Company or any of its subsidiaries.

(ii) “Adjusted Capital and Reserves” means the aggregate of:–

(a) the amount paid up or credited as paid up on the issued share capital of the Company,

(b) the amounts standing to the credit of the capital and revenue reserves, including share premium account, plus the balance at the credit of profit and loss account (or minus the amount, if any, standing to the debit of such account), and

all as shown in the latest published audited consolidated accounts of the Company and its subsidiaries Provided always that appropriate adjustments shall be made in respect of any variation in the paid up share capital or in the share premium account of the Company since the date of such audited accounts and Provided Further that in arriving at the said aggregate there shall be added back amounts equal to:–

(d) the premium arising on consolidation of acquired subsidiaries, associated companies and businesses which,


Unilever Articles of Association		63

as at the date of calculation, have been written off against the consolidated reserves of the Company and its subsidiaries in accordance with United Kingdom accounting practices provided that the Company shall not have sold its interest in such subsidiaries, associated companies and businesses at the date of calculation, less a sum equal to amortisation of such premiums over 40 years on a straight line basis.

(e) any provision made for deferred taxation in excess of the amount required to be provided by United Kingdom accounting practices.

(C) The determination of the auditors as to the amount of Borrowings and Adjusted Capital and Reserves shall be conclusive and binding on all concerned and for the purposes of their computation the auditors may make such other adjustments as they deem fit. Nevertheless, for the purposes of this article the Directors may at any time act in reliance on a bona fide estimate of the said aggregates and if the limit herein contained is inadvertently exceeded, the amount borrowed in excess of the limit shall be disregarded until the expiration of 182 days after the date on which the Directors became aware that the situation had arisen.


64		Unilever Articles of Association

At the Annual General Meeting of the Company duly convened and held on the 4th May, 1994, the following Resolutions were duly passed as Special Resolutions:–

RESOLUTIONS

That the Articles of Association of the Company be and are hereby altered as follows:–

(a)	by deleting in Article 110(F) ‘and (ix) the Agreement referred to in Article 3 or any matters arising thereout’ and substituting therefor the following:–

‘(ix) any contract for the purchase or maintenance for any Director or Directors of insurance against any liability, and

(x) the Agreement referred to in Article 3 or any matters arising thereout.’

(b)	by deleting Article 158 and substituting therefor the following:–

‘158. Indemnity of Officers

Subject to the provisions of the Companies Acts, the Company may indemnify any Director or other officer against any liability and may purchase and maintain for any Director or other officer or auditor insurance against any liability. Subject to these provisions, but without prejudice to any indemnity to which the person concerned may otherwise be entitled, every Director or other officer of the Company shall be indemnified, and if the Directors so determine an auditor may be indemnified, out of the assets of the Company against any liability incurred by him as a Director or other officer of the Company, or as auditor, in defending any proceedings (whether civil or criminal) in which judgment is given in his favour or in which he is acquitted or in connection with any application under the Companies Acts in which relief from liability is granted to him by the court.’

That the Articles of Association of the Company be and are hereby altered by deleting Article 127 and substituting therefor the following:–

‘127. Delegation to Committees

(A)

The Directors may delegate any of their powers, authorities and discretions (with power to sub-delegate) to any committee, consisting of such person or persons (whether or not a Director or Directors) as they think fit.

(B)

Any committee so formed shall, in the exercise of the powers, authorities and discretions so delegated, conform to any regulations which may be imposed on it by the Directors. The meetings and proceedings of any committee consisting of two or more members shall be governed by the provisions contained in these articles for regulating the meetings and proceedings of the Directors so far as the same are applicable and are not superseded by any regulations imposed by the Directors.

(C)

The power to delegate contained in this article shall be effective in relation to the powers, authorities and discretions of the Directors generally and shall not be limited by the fact that in certain articles, but not in others, express reference is made to particular powers, authorities or discretions being exercised by the Directors or by a committee authorised by the Directors.’


Unilever Articles of Association		65

At the Annual General Meeting of the Company duly convened and held on the 3rd May, 1995, the following Resolutions were duly passed as Special Resolutions:–

RESOLUTIONS

That the Articles of Association of the Company be and are hereby altered as follows:–

(a)	by deleting Article 14 and substituting therefor the following:

‘Execution of share certificates

(b)	by deleting Article 128 and substituting therefor the following:

‘Participation in meetings by telephone

128

(c)	by deleting Article 141 and substituting therefor the following:

‘Payment procedures

141

Any dividend or any other moneys payable on or in respect of shares may be paid by cheque, warrant or similar financial instrument, or by other means, sent direct to the registered address of the holder or person entitled thereto or, in the case of joint holders, to the registered address of the holder who is first named in the register, or sent to such person and to such address as the holder or joint holders may in writing direct. Such payment may be sent through the post or equivalent means of delivery or by such other means, including by electronic media, offered by the Company as the holder or joint holders may in writing agree. Every such cheque, warrant, financial instrument or other form of payment shall be made payable to the person to whom it is sent or to such other person as the holder, or joint holders, may in writing direct, and payment of the cheque, warrant, financial instrument or other form of payment shall be a good discharge to the Company. Every such payment shall be sent at the risk of the person entitled to the money represented thereby. Any one of two or more joint holders may give effectual receipts for any

dividends or other moneys payable or property distributable in respect of the shares held by them.’

That the Articles of Association of the Company be and are hereby altered as follows:–

(a)	by deleting Article 57 and substituting therefor the following:

‘Cessation of sending dividend payments

The Company may cease to send any cheque or warrant or other financial instrument through the post or employ any other means of payment for any dividend payable on any shares in the Company which is normally paid in that manner on those shares if either (a) in respect of at least two consecutive dividends payable on those shares the cheques or warrants or other financial instruments have been returned undelivered or remain uncashed or that means of payment has failed or (b) following one such occasion reasonable enquiries have failed to establish any new address of the registered holder. Subject to the provisions of these articles, the Company may recommence sending cheques or warrants or other financial instruments or employing such means in respect of dividends payable on those shares if the holder or person entitled by transmission requests such recommencement in writing.’

(b)	by deleting Article 134 and substituting therefor the following:

‘Use of seals

134

The Directors shall provide for the custody of every seal. A seal shall only be used by the authority of the Directors or a committee authorised by the Directors in that behalf pursuant to Article 127. Subject as otherwise provided in these articles, any instrument to which the common seal is applied shall be signed by at least one Director and the Secretary or by at least two Directors or by at least two persons for the time being appointed to a committee authorised by the Directors as aforesaid, and any instrument to which an official seal is applied need not, unless the Directors for the time being otherwise decide or the law otherwise requires, be signed by any person.’


66		Unilever Articles of Association

That the Articles of Association of the Company be and are hereby altered as follows:–

(a)	by deleting Article 75 and substituting therefor the following:

‘Adjournments and notice of adjournment

(A) The chairman may at any time without the consent of the meeting adjourn any meeting (whether or not it has commenced or a quorum is present) either sine die or to another time or place where it appears to him that (a) the members wishing to attend cannot be conveniently accommodated in the place appointed for the meeting or (b) the conduct of persons present prevents or is likely to prevent the orderly continuation of business or (c) an adjournment is otherwise necessary so that the business of the meeting may be properly conducted. In addition, the chairman may at any time with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting either sine die or to another time or place. When a meeting is adjourned sine die the time and place for the adjourned meeting shall be fixed by the Directors.

No business shall be transacted at any adjourned meeting except business which might properly have been transacted at the meeting had the adjournment not taken place.

(B) When a meeting is adjourned for three months or more, or sine die, notice of the adjourned meeting shall be given as in the case of an original meeting. Except where these articles otherwise require, it shall not be necessary to give any notice of an adjourned meeting or of the business to be transacted at an adjourned meeting.’

(b)	by deleting Article 76 and substituting therefor the following:

‘Security and other arrangements at general meetings

The Directors may direct that members or proxies wishing to attend any general meeting should submit to such searches or other security arrangements or restrictions as the Directors shall consider appropriate in the circumstances and shall be entitled in their absolute discretion to refuse entry to such general meeting to any member or proxy who fails to submit to such searches or to otherwise comply with such security arrangements or restrictions.

In the case of any general meeting the Directors may, notwithstanding the specification in the notice of the place of the general meeting (the “Principal Place”) at which the chairman of the meeting shall preside, make arrangements for simultaneous attendance and participation at other places by members and proxies entitled to attend the general meeting but excluded from the Principal Place under the provisions of this article.

Such arrangements for simultaneous attendance at the meeting may include arrangements regarding the level of attendance at the other places provided that they shall operate so that any members and proxies excluded from attendance at the Principal Place are able to attend at one of the other places. For the purpose of all other provisions of these articles any such meeting shall be treated as being held and taking place at the Principal Place.

The Directors may, for the purpose of facilitating the organisation and administration of any general meeting to which such arrangements apply, from time to time make arrangements, whether involving the issue of tickets (on a basis intended to afford to all members and proxies entitled to attend the meeting an equal opportunity of being admitted to the Principal Place) or the imposition of some random means of selection or otherwise as they shall in their absolute discretion consider to be appropriate, and may from time to time vary any such arrangements or make new arrangements in their place and the entitlement of any member or proxy to attend a general meeting at the Principal Place shall be subject to such arrangements as may be for the time being in force whether stated in the notice of the meeting to apply to that meeting or notified to the members concerned subsequent to the provision of the notice of the meeting.’


Unilever Articles of Association		67

At the Annual General Meeting of the Company duly convened and held on the 6th May, 1997, the following Resolution was duly passed as a Special Resolution:–

RESOLUTION

That the Articles of Association of the Company be and are hereby altered as follows:–

(a)	by amending Article 2:

(i)	by adding the following definitions:

(a)	‘ “certificated share” means a share which is not an uncertificated share;’

(b)	‘ “anticipating class” means a class of shares title to which is permitted by an Operator to be transferred by means of a relevant system;’

(c)	‘ “uncertificated share” means a share of a class which is for the time being a participating class title to which is recorded on the register as being held in uncertificated form;

“the Uncertificated Securities Regulations” means The Uncertificated Securities Regulations 1995 as amended from time to time and any provisions of or under the Companies Acts (including any orders, regulations or other subordinate legislation made thereunder) which supplement or replace such Regulations;’

(ii)	by inserting the words ‘or the Uncertificated Securities Regulations’ between the words ‘Companies Acts’ and ‘in force’ in the penultimate paragraph.

(b)	by deleting the heading ‘CERTIFICATES’ before Article 12 and substituting therefor the following:

‘Evidence of Title to Shares’

(c)	by deleting Article 12 and substituting therefor the following:

‘Uncertificated shares

12.1

(A) Pursuant and subject to the Uncertificated Securities Regulations, the Directors may permit title to shares of any class to be evidenced otherwise than by a certificate and title to shares of such a class to be transferred by means of a relevant system and may make arrangements for a class of shares (if all shares of that class are in all respects identical) to become a participating class. Title to shares of a particular class may only be evidenced otherwise than by a certificate where that class of shares is for the time being a participating class. The Directors may also, subject to compliance with the Uncertificated Securities Regulations and the rules of any relevant system, determine at any time that title to any class of shares may from a date specified by the Directors no longer be evidenced otherwise than by a certificate or that title to such a class shall cease to be transferred by means of any particular relevant system. For the avoidance of doubt, shares which are uncertificated shares shall not be treated as forming a class which is separate from certificated shares with the same rights.

(B) In relation to a class of shares which is, for the time being, a participating class and for so long as it remains a participating class, no provision of these articles shall apply or have effect to the extent that it is inconsistent in any respect with:

(i) the holding of shares of that class in uncertificated form;

(ii) the transfer of title to shares of that class by means of a relevant system; and

(iii) any provision of the Uncertificated Securities Regulations.

(C) Shares of a class which is for the time being a participating class may be changed from uncertificated to certificated form, and from certificated to uncertificated form, in accordance with and subject as provided in the Uncertificated Securities Regulations and the rules of any relevant system, and the Directors shall record on the register of members that the shares are held in certificated or uncertificated form as appropriate.

Certificated shares

12.2

Subject to the provisions of the Uncertificated Securities Regulations, the rules of any relevant system and these articles, every person (except a person to whom the Company is not by law required to issue a certificate) whose name is entered in the register as a holder of any certificated shares shall be entitled, without payment, to receive within two months after allotment or lodgment of a transfer to him of the shares or within two months after the relevant Operator-instruction is received by the Company (or within such other period as the terms of issue shall provide) one certificate for all the shares of any one class or several certificates each for one or more of the shares of the class in question upon payment for every certificate after the first of such reasonable out-of-pocket expenses as the Directors may from time to time decide. In the case of a certificated share held jointly by several persons, delivery of a certificate to one of several joint holders shall be sufficient delivery to all. A member who has transferred some of the shares comprised in his holding shall be entitled to a certificate for the balance without charge.’

(d)	by deleting Article 34 and substituting therefor the following:

‘Transfer

34	Subject to such of the restrictions of these articles as may be applicable:–

(i) any member may transfer all or any of his uncertificated shares by means of a relevant system in such manner provided for, and subject as provided in the Uncertificated Securities Regulations and the rules of any relevant system, and accordingly no provision of these articles shall apply in respect of an uncertificated share to the extent that it requires or contemplates the effecting of a transfer


68		Unilever Articles of Association

by an instrument in writing or the production of a certificate for the share to be transferred; and

(ii) any member may transfer all or any of his certificated shares by an instrument of transfer in any usual form or in any other form which the Directors may approve.’

(e)	by amending Article 35 by inserting the following words:

(i) ‘certificated’ between the words ‘a’ and ‘share’ in the first line;

(ii) ‘concerned’ between the words ‘share’ and ‘until’ in the third line.

(f)	by deleting the sub-heading before Article 36 and substituting therefor the following:

‘Right to decline to register transfer of partly paid shares’

(g)	by deleting Article 37 and substituting therefor the following:

‘Further rights to decline to register transfer

(A) The Directors may only decline to register a transfer of an uncertificated share in the circumstances set out in the Uncertificated Securities Regulations, and where, in the case of a transfer to joint holders, the number of joint holders to whom the uncertificated share is to be transferred exceeds four.

(B) The Directors may decline to register any transfer of a certificated share unless:–

(i) the instrument of transfer is lodged with the Company accompanied by the certificate for the shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer,

(ii) the instrument of transfer is in respect of only one class of share, and

(iii) in the case of a transfer to joint holders, the number of joint holders to whom the share is to be transferred does not exceed four.’

(h)	by amending Article 38 by inserting the following words:

“or, in the case of uncertificated shares, within two months after the date on which the relevant Operator-instruction is received” between the words ‘lodged’ and ‘send’ in the second line.

(i)	by amending Article 39 by deleting the word ‘other’ in the first line.

(j)	by deleting Article 42 and substituting therefor the following:

‘Election of person entitled by transmission

42	Any person entitled by transmission to a share may, subject as provided elsewhere in these articles, elect either to become the holder of the share or to have some person nominated by him registered as the holder. If he

elects to be registered himself, he shall give notice to the Company to that effect. If he elects to have another person registered, he shall transfer title to the share to that person. All the provisions of these articles relating to the transfer of shares shall apply to the notice or transfer as if the death or bankruptcy of the member or other event giving rise to the transmission had not occurred and the notice or transfer was given or executed by the member.’

(k)	by deleting the sub-heading before Article 55 and substituting therefor the following:

‘Issue of shares on surrender of share warrants’

(l)	by amending Article 56:

(i)	by the addition of a new sub-paragraph:

‘(i) the shares are in certificated form,’

The former sub-paragraphs (i) to (v) become sub-paragraphs (ii) to (vi).

(ii) by inserting the following words:

(a) ‘either in certificated or uncertificated form’ between the words ‘issue’ and ‘throughout’ in the first line of the former sub-paragraph (i);

(b) ‘or by the transfer of funds by means of a relevant

system’ between the words ‘shares’ and ‘at’ in the fourth line of the former sub-paragraph (ii).

(m)	by amending Article 57 by inserting the following words: (i) ‘including by means of a relevant system,’ between the words ‘payment’ and ‘for’ in the second line;

(ii) ‘or account’ between the words ‘address’ and ‘of’ in the eighth line;

(iii) ‘other’ between the words ‘such’ and ‘means’ in the

tenth line.

(n)	by deleting Article 70 and substituting therefor the following:

‘Omission or non-receipt of notice

70	The accidental omission to give any notice of a meeting or the accidental omission to send any document relating to any meeting, or the non-receipt of any such notice or document, by any person entitled to receive the notice or document shall not invalidate the proceedings at that meeting.’

(o)	by amending Article 141 by inserting the following words:

‘and more specifically, in respect of uncertificated shares, by means of the facilities and requirements of a relevant system’ between the words ‘media’ and ‘offered’ in the seventh line.

(p)	by amending Article 145 by the addition of a new sub-paragraph:

‘(g) Unless the Directors otherwise determine, or unless


Unilever Articles of Association		69

the Uncertificated Securities Regulations and/or the rules of the relevant system concerned otherwise require, the new ordinary share or shares which a member has elected to receive instead of cash in respect of the whole (or some part) of the specified dividend declared in respect of his elected ordinary shares shall be in uncertificated form (in respect of the member’s elected ordinary shares which were in uncertificated form on the date of the member’s election) and in certificated form (in respect of the member’s elected ordinary shares which were in certificated form on the date of the member’s election).’

(q)	by amending Article 147 by the addition of a final sentence:

‘The power to fix any such record date shall include the power to fix a time on the chosen date.’

(r)	by amending Article 150:

(i) by deleting the word ‘other’ where it occurs in the first and sixth lines;

(ii) by inserting the following words:

‘or by means of a relevant system’ between the words ‘member’ and ‘or’ in the fourth line.

(s)	by amending Article 152:

(i) by deleting the word ‘other’ where it occurs in the first and fifth lines;

(ii) by the addition of a final sentence:

‘Any notice served or delivered by the Company by means of a relevant system shall be deemed to have been served or delivered when the Company or any sponsoring system participant acting on its behalf sends the issuer-instruction relating to the notice.’

(t)	by amending Article 153 by deleting the word ‘other’ where it occurs in the first and sixth lines.

At an Extraordinary General Meeting of the Company duly convened and held on the 22nd September, 1997, the following Resolutions were duly passed as an Ordinary Resolution and a Special Resolution respectively:–

RESOLUTIONS

That each Ordinary Share of 5p nominal value in the capital of the Company, whether issued or unissued, be sub-divided into four Ordinary Shares of 1.25p each, such sub-division to be subject to, and to take effect simultaneously with, the admission of the Ordinary Shares of 1.25p each to the Official List of the London Stock Exchange on 13 October 1997, or such later date as the Directors may determine.

That , conditional upon the passing of Resolution 1 above, subject to and with effect from the admission of the Ordinary Shares of 1.25p each to the Official List of the London Stock Exchange on 13 October 1997, or such later date as the Directors may determine, the Articles of Association of the Company be and are hereby altered as follows:–

(a)	by deleting Article 9 and substituting therefor the following:

‘9	(i) On 13 October, 1997 the authorised capital of the Company is £136,275,682, divided as follows:

10,894,054,560 Ordinary Shares of 1.25p each 100,000 Deferred Shares of £1 each, all of which have been issued and are now represented by £100,000 Deferred Stock.

(ii)	The Ordinary Shares of 1.25p each and the Deferred Shares of £1 each shall respectively confer on the holders thereof the right to receive dividends in accordance with the provisions of article 135 hereof.’

(b)	by amending Article 83 by substituting ‘1.25p’ for ‘5p’ in the third line.


70		Unilever Articles of Association

At the Annual General Meeting of the Company duly convened and held on the 4 May 1999, the following Resolution was duly passed as a Special Resolution:–

RESOLUTIONS

That , conditional upon the admission of the issued New Ordinary Shares (as defined below) to the Official List of London Stock Exchange Limited becoming effective, on listing of the Company’s new American Depositary Receipts arising on consolidation on the New York Stock Exchange, on the resolutions in relation to the payment of a special dividend and a share capital consolidation by Unilever N.V. to be proposed at the meeting of shareholders of Unilever N.V. to be held on the same day as this meeting in the form produced to the meeting and initialled by the Chairman of the meeting for the purposes of identification being passed, on the new Unilever N.V. ordinary shares arising as a result of the consolidation referred to in such resolutions being admitted to listing on the Amsterdam Stock Exchange and on the New York Stock Exchange and on the new Unilever N.V. depositary receipts arising as a result of such consolidation being admitted to listing on the Amsterdam Stock Exchange:

(a)

the part of the final dividend which comprises the special dividend of 66.13p for each Ordinary Share to be paid to Ordinary Shareholders shown on the register as holders of Ordinary Shares at the close of business on 7 May 1999 and as described in the circular to Ordinary Shareholders produced to the Annual General Meeting and initialled by the Chairman of the meeting for the purposes of identification be and is hereby declared;

(b)	(i) each issued and each authorised but unissued Ordinary Share of 1.25p in the capital of the Company (‘Existing Ordinary Share’) be and is hereby sub-divided into 100 Ordinary Shares of 0.0125p each in the capital of the Company (‘Intermediate Ordinary Shares’);

(ii) immediately thereafter every 112 of the issued Intermediate Ordinary Shares be and are hereby consolidated into one new ordinary share of 1.4p in the capital of the Company (a ‘New Ordinary Share’) on terms that fractional entitlements to such New Ordinary Shares shall be aggregated and sold and the proceeds of sale distributed in due proportion amongst those members entitled; and

(iii) immediately thereafter, every 112 of the authorised but unissued Intermediate Ordinary Shares be and are hereby consolidated into one New Ordinary Share;

(c)	the Company’s Articles of Association be and are hereby amended by deleting Article 9 and substituting therefor the following:

‘Capital

9	(i) On 10 May, 1999 the authorised capital of the Company is £136 275 682, divided as follows: 9 726 834 428 Ordinary Shares of 1.4p each. 100 000 Deferred Shares of £1 each, all of which have been issued and are now represented by £100 000 Deferred Stock.

(ii)	The Ordinary Shares of 1.4p each and the Deferred Shares of £1 each shall respectively confer on the holders thereof the right to receive dividends in accordance with the provisions of Article 135 hereof’.

(d)	the Company’s Articles of Association be and are hereby amended by deleting the reference to ‘11.25p’ in Article 83 and substituting therefor a reference to ‘1.4p’ .


Unilever Articles of Association		71

At the Annual General Meeting of the Company duly convened and held on the 9 May 2001, the following Resolution was duly passed as a Special Resolution:–

RESOLUTION

That the Articles of Association of the Company be altered by making the amendments set out in Appendix 2 to the Notice of this meeting.

Appendix 2: –

1	the amendment of article 2 by:

(i) the addition of the following definitions:

(a) “ “address”, in relation to electronic communications, includes any number or address used for the purposes of such communications;”;

(b) “ “electronic signature” means anything in electronic form which the Directors require to be incorporated into or otherwise associated with an electronic communication for the purpose of establishing the authenticity or integrity of the communication;”;

(ii) the insertion of the words “except by means of an electronic signature” after the words “executed under hand or under seal or by any other method”;

(iii) the insertion of as a new sub-paragraph the words: “references to a document being signed or to signature include references to its being executed under hand or under seal or by any other method and, in the case of an electronic communication, are to its bearing an electronic signature;”;

(iv) the insertion of the words “including by way of electronic communications where specifically provided in a particular article or where permitted by the Directors in their absolute discretion” after the words “in a legible and non-transitory form”;

2	the amendment of articles 69 and 72 by the addition of a final paragraph:

“References in this article to notice in writing include the use of electronic communications and publication on a website in accordance with the Companies Acts.”

3	the amendment of article 85:

(i) by deleting the word “delivered” and inserting the word “received” in the seventh line;

(ii) by deleting the words “delivery of instruments appointing a proxy” and inserting the words “receipt of appointments of a proxy in writing which are not electronic communications” in the eighth line;

(iii) by deleting the words “an instrument of proxy” and inserting the words “such an appointment” in the ninth line;

(iv) by deleting the word “delivered” and inserting the word “received” in the tenth line;

4	the deletion of article 89 and substitution therefor of the following:

“Appointment of proxies

An appointment of a proxy shall be in writing under the hand of the appointor or his attorney duly authorised in writing or, if the appointor is a corporation, shall either be executed under its seal or signed by an officer, attorney or other person authorised to sign it.

In this article references to in writing include the use of electronic communications subject to such terms and conditions as the Directors may decide.”;

5	the deletion of article 90 and substitution therefor of the following:

“Receipt of proxies

The appointment of a proxy must:

(a)

in the case of an appointment which is not contained in an electronic communication, be received at the office (or such other place in the United Kingdom as may be specified in the notice convening the meeting or in any notice of any adjournment or, in either case, in any accompanying document) together with (if required by the Directors) any authority under which it is made or a copy of the authority, certified notarially or in accordance with the Powers of Attorney Act 1971 or in some other manner approved by the Directors not less than forty eight hours (or any shorter time specified in such notice) before the time appointed for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote;

(b)

in the case of an appointment contained in an electronic communication, where an address has been specified for the purposes of receiving electronic communications in the notice convening the meeting or in any notice of any adjournment or, in either case, in any accompanying document, be received at such address not less than forty eight hours (or any shorter time specified in such notice) before the time appointed for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote. Any authority pursuant to which an appointment contained in an electronic communication is made or a copy of the authority, certified notarially or in accordance with the Powers of Attorney Act 1971 or in some other manner approved by the Directors, must, if required by the Directors, be received at the office (or such other place in the United Kingdom as may be specified in the notice convening the meeting or in any notice of any adjournment or, in either case, in any


72		Unilever Articles of Association

accompanying document) not less than forty eight hours (or any shorter time specified in such notice) before the time appointed for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote; or

(c)

in the case of a poll taken subsequently to the date of the meeting or adjourned meeting, be received as aforesaid not less than twenty four hours (or any shorter time specified in such notice) before the time appointed for the taking of the poll, and an appointment of a proxy which is not so received in a manner so permitted shall be invalid. When two or more valid but differing appointments of a proxy are received in respect of the same share for use at the same meeting, the one which is last received (regardless of its date or of the date of its signature) shall be treated as replacing and revoking the others as regards that share; if the Company is unable to determine which was last received, none of them shall be treated as valid in respect of that share.”;

6	the deletion of article 91 and substitution therefor of the following:

“Validity of proxy

No appointment of a proxy shall be valid after twelve months have elapsed from the date of its receipt. The appointment of a proxy shall not preclude a member from attending and voting in person at the meeting or poll concerned.”;

7	the amendment of article 92:

(i) by deleting the words “Instruments of” and inserting the words “The appointment of a” in the first line;

(ii) by deleting the words “instrument of” and inserting the words “appointment of a” in the fourth line;

(iii) by deleting the words “instrument of” and inserting the words “appointment of a” in the seventh line;

8	the amendment of article 93:

(i) by deleting the words “in the United Kingdom” and inserting the words “or address” in the fifth line;

(ii) by deleting the words “delivery of instruments” and inserting the words “receipt of appointments” in the sixth line.;

9	the amendment of articles 93, 104, 105, 121, 126 and 129 by inserting a final paragraph:

“In this article references to in writing include the use of electronic communications subject to such terms and conditions as the Directors may decide.”;

10	the deletion of article 95 and substitution therefor of the following:

“Resolution in writing

A resolution in writing signed by or on behalf of each member who would have been entitled to vote upon it if it had been proposed at a general meeting at which he was present shall be as effectual as if it had been passed at a general meeting properly convened and held and may consist of several instruments in the like form each signed by or on behalf of one or more of the members.

In this article references to in writing include the use of electronic communications subject to such terms and conditions as the Directors may decide.”;

11	the amendment of article 104 by inserting the words “or received at” after the words “delivered to” in sub-paragraph (a)”;

12	the amendment of article 105:

(i) by deleting the word “executed” and inserting the word “signed” in the fourth line in sub-paragraph A;

(ii) by inserting the words “or received at” after the words “delivered to” in the fifth line in sub-paragraph A;

(iii) by deleting the word “Execution” and inserting the word “Signature” in the third line in sub-paragraph C;

(iv) by deleting the word “execution” and inserting the word “signature” in the fifth line in sub-paragraph C.”;

13	the amendment of article 129 by deleting the word “executed” and inserting the word “signed” in the first line and in the seventh line;

14	the amendment of article 150:

(i) by inserting the word “sent” after the word “on” in the first line;

(ii) by inserting the words “or, where appropriate, by sending it using electronic communications to an address for the time being notified by the member concerned to the Company for that purpose or by publication on a website in accordance with the Companies Acts” after the word “system” in the fifth line;

(iii) by inserting the word “sending” after the word “service” in the sixth line;

(iv) by inserting the words “or sending” after the words “service on” in the seventh line;


Unilever Articles of Association		73

15	the amendment of article 151:

(i) by deleting the words “an address” and inserting the words “a postal address” in the third line;

(ii) by deleting the words “upon him at that address but, unless he does so” and inserting the words “on or sent or delivered to him at that address. Any member whose registered address is not within the United Kingdom and who gives to the Company an address for the purposes of electronic communications may, at the absolute discretion of the Board, be entitled to have notices or documents served upon, or delivered to, him at that address. Otherwise, a member whose registered address is not within the United Kingdom”;

16	the amendment of article 152:

(i) by deleting the words “by post” in the title;

(ii) by inserting the words “(other than an address for the purposes of electronic communications)” after the word “address” in the fifth line; and

(iii) by inserting a final paragraph: “Any notice or document sent by the Company by using electronic communications shall be deemed to have been received on the day following that on which it was sent. Proof that a notice contained in an electronic communication was sent in accordance with guidance issued from time to time by the Institute of Chartered Secretaries and Administrators shall be conclusive evidence that the notice was given.”


74		Unilever Articles of Association

At the Annual General Meeting of the Company duly convened and held on the 12th May 2004, the following Resolutions were duly passed as Special Resolutions:–

RESOLUTION

That the Articles of Association of the Company be altered by making the amendments set out in Part 2 of Appendix 1 to the Notice of this meeting provided that this resolution will only become effective if resolution 4 as set out in the notice of Annual General Meeting of Unilever N.V. dated 26 March 2004 is approved by the shareholders of Unilever N.V. at the Annual General Meeting of Unilever N.V. to be held on Wednesday 12 May 2004 in Rotterdam, the Netherlands, or at any adjournment thereof.

Appendix 1, Part 2:–

1	the amendment of article 2 by

(i) deleting the words “but does not include an Advisory Director or Advisory Directors” from the definition of “the Directors”, and

(ii) inserting the following definition in the relevant place in the alphabetical list: “Unilever N.V. means Unilever N.V. of Rotterdam in the Netherlands (company number 24051830) or any company which is inserted as a holding company and parent of Unilever N.V. under any form of corporate reconstruction or reorganisation and which becomes a party to the Equalisation Agreement referred to in article 3;”;

2	the deletion of article 74 and substitution therefore of the following:

“Entitlement to attend and speak

74 Each Director shall be entitled to attend and speak at any general meeting of the Company and at any separate general meeting of the holders of any class of shares in the Company. Any proxy appointed by a member shall also be entitled to speak at any general meeting of the Company and at any separate general meeting of the holders of any class of shares in the Company at which such member would have been entitled to attend and speak.”;

the amendment of article 77 by inserting the words “Without prejudice to the other provisions of this article, the chairman may, in his absolute discretion, demand a poll on all or some of the resolutions put to the vote of the meeting before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll.” after the first sentence of the article and before the sentence beginning “Subject to the Companies Acts”;

4	the deletion of article 97 and substitution therefore of the following:

“Shareholding qualification

97 There shall be no requirement for any Director to hold shares in the capital of the Company.”;

5	the deletion of article 101 and substitution therefore of the following:

“Persons eligible as Directors

101 No persons shall be eligible to be elected as Directors except such persons as shall:–

(A) have been nominated in writing by the holders for the time being of the majority of the Deferred Shares, and

(B) have offered themselves for election to the board of directors of Unilever N.V. at or about the same time as their nomination has been made in accordance with paragraph (A) of this article.

Such persons shall be considered eligible in accordance with this article whether or not, having offered themselves for election in accordance with paragraph (B) of this article, they are so elected to the board of directors of Unilever N.V..”;

6	the insertion of a new article 103 as follows and the consequential renumbering of all subsequent articles:

“Provisions if insufficient eligible persons elected

103 (A) If at the annual general meeting in any year the resolution or resolutions for the election or re-election of all, or all but one, of the eligible persons nominated for election or re-election as Directors for the succeeding year are put to the meeting and lost, then all such eligible persons who are Directors as at the commencement of the annual general meeting and are standing for re-election shall be deemed to have been re-elected as Directors and shall remain in office but so that such Directors may act only for the purpose of summoning general meetings of the Company and to perform such duties as are essential to maintain the Company as a going concern but not for any other purpose.

(B) Such Directors shall convene a general meeting as soon as reasonably practicable following the annual general meeting referred to in article 103(A) at which all the Directors shall retire from office. To the extent that the circumstances envisaged in article 103(A) occur in relation to any meeting convened pursuant to this article 103(B), then the provisions of this article 103 shall also apply to that general meeting and, if relevant, any subsequent general meeting or meetings.”;


Unilever Articles of Association		75

7	the insertion of a new article 108 (after the article headed “Executive Directors” which is numbered article 106 in the current articles) as follows and the consequential renumbering of all subsequent articles:

“Non-Executive Directors

Those Directors who do not hold an employment or executive office with the Company pursuant to article 107 shall, in the execution of their duties and obligations as Directors, take into account the nature of their role as such non-executive directors (recognising that it is not a day-to-day involvement but a periodic and supervisory role) and as part of their role shall assist in the development of strategy and monitor the performance of the Company and the management.”;

8	the deletion of article 107 and substitution therefore of the following (renumbered to take into account the other proposed changes to the articles):

“Directors’ Remuneration

109 Each of the Directors shall be paid a fee at such rate as may from time to time be determined by the Directors provided that the aggregate of all fees so paid to Directors (excluding amounts payable under any other provisions of these articles) shall not exceed £600,000 per annum or such higher amount as may from time to time be decided by ordinary resolution of the Company.”;

9	the amendment of article 118 by deleting the words “Advisory Director,” in the article;

10	the insertion of a new article 130 (after the article headed “Delegation to committees” which is numbered article 127 in the current articles) as follows and the consequential renumbering of all subsequent articles;

“Delegation to Executive Committee

130 (A) Without prejudice to the powers conferred on the Directors by article 129 above, and in addition to such powers, the Directors may delegate their powers, authorities and discretions (with power to sub-delegate) in relation to the operational running of the Company to an executive committee consisting, from time to time, of all of the Directors who have been appointed to hold any employment or executive office with the Company pursuant to article 107 (for the purposes of this article “executive directors”) and such other person or persons (whether or not a Director or Directors) as the Directors shall agree from time to time, provided that the number of such other persons appointed to the committee shall not at any time equal or exceed the number of executive directors appointed to the committee.

(B) The provision of article 129(B) and 129(C) shall apply to an executive committee constituted pursuant to this article as if such committee had been formed pursuant to article 129.”;

11	the deletion of articles 132 and 133 (including the headings to these articles) and the heading “ADVISORY DIRECTORS” above these articles;

12	the amendment of article 134 by deleting the words “Article 127” and inserting the words “articles 129 and 130” in their place in this article; and

13	the renumbering of the articles and relevant cross-references to take into account the changes set out above.


76		Unilever Articles of Association

RESOLUTION

That the Articles of Association of the Company be altered by making the amendments set out in Part 2 of Appendix 2 to the Notice of this meeting.

Appendix 2, Part 2:–

1	the amendment of article 3 by deleting the word “Board” and inserting the word “Directors” in its place in the first paragraph;

2	the amendment of article 11 by

(i) inserting the words “(excluding any shares of that class held as treasury shares)” after the words “three-fourths of the issued shares of that class” and after the words “one-third of the capital paid up on the issued shares of the class” in paragraph (A) of that article, and

(ii) inserting the words “(but excluding any shares held as treasury shares)” after the words “one-half in nominal value of the entire issued share capital for the time being of the Company” in paragraph (C) of that article;

3	the amendment of article 44 by inserting the words “(excluding any shares held as treasury shares)” after the words “may convert any paid-up shares” in the first sentence of that article;

4	the amendment of articles 56 and 145 by deleting the words “The International Stock Exchange of the United Kingdom and the Republic of Ireland Limited” and inserting the words “the London Stock Exchange plc” in their place in the first paragraph of article 56 and paragraph (b) of article 145;

5	the amendment of article 56 by

(i) inserting the word “and” at the end of paragraph (iv),

(ii) deleting “, and” at the end of paragraph (v) and inserting a full stop in its place, and

(iii) deleting paragraph (vi);

6	the amendment of article 72 by inserting the words “and entitled to vote” after the words “in person or by proxy” in both places where they appear in the article;

7	the amendment of article 75 by inserting the words “entitled to vote” after the words “it appears to him that (a) the members” in paragraph (A) of that article;

8	the amendment of article 110 by inserting the words “(calculated exclusive of any shares of that class of that company held as treasury shares)” after the words “equity share capital of that company” in the first sentence of paragraph (G) of that article;

9	the amendment of article 144 by

(i) inserting “: (i)” after the words “but so that, for the purposes of this article” in the article, and

(ii) deleting the full stop at the end of the article and inserting in its place the words “, and (ii) where the amount capitalised is applied in paying up in full unissued shares, the Company will also be entitled to participate in the relevant distribution in relation to any shares of the relevant class held by it as treasury shares and the proportionate entitlement of the relevant class of members to the distribution will be calculated accordingly.” at the end of the article;

10	the amendment of article 145 by inserting the words “(excluding any member holding shares as treasury shares)” after the words “offer the holders of Ordinary Shares” in the first paragraph of that article;

11	the amendment of article 156 by inserting the words “(excluding any member holding shares as treasury shares)” after the words “the assets available for distribution amongst the members” in the article;

12	the amendment of article 158 by

(i) removing the words “or auditor” in the first sentence and the words “, and if the Directors so determine an auditor may be indemnified,” and “, or as auditor,” in the second sentence of the article, and

(ii) inserting a new sentence at the end of the article as follows: “For the purpose of this article the terms “Director” or “officer” shall include any former Director or officer of the Company.”; and

13	to the extent necessary, the renumbering of the articles and relevant cross-references to take into account the changes set out above.


Unilever Articles of Association		77

At the Annual General Meeting of the Company duly convened and held on the 11th May 2005, the following Resolutions were duly passed as Special Resolutions:–

RESOLUTION

THAT the Articles of Association be altered by making the following amendments provided that this resolution will only become effective if resolution 5 as set out in the Notice of Annual General Meeting of Unilever N.V. dated 24 March 2005 was approved by the shareholders of Unilever N.V. at the Annual General Meeting of Unilever N.V. held on Tuesday 10 May 2005 in Rotterdam, the Netherlands, or at any adjournment thereof:

(a) the words “any employment or” which follow the words “its body to hold” in article 107 be deleted;

(b) the words “Managing Director” in article 107 be replaced by the words “Group Chief Executive”;

(d) the words “, where appropriate,” be inserted following the word “recognising” and before the words “that it is not” in article 108; and

(e) article 130 be deleted and the following substituted therefor:

“Delegation to Group Chief Executive

130 The Board may entrust to and confer upon the Group Chief Executive any of its powers, authorities and discretions (with power to sub-delegate) upon such terms and conditions and with such restrictions as it thinks fit, and either collaterally with, or to the exclusion of, its own powers, authorities and discretions and may from time to time revoke or vary all or any of them but no person dealing in good faith and without notice of the revocation or variation shall be affected by it. The power to delegate contained in this article shall be effective in relation to the powers, authorities and discretions of the board generally and shall not be limited by the fact that in certain articles, but not in others, express reference is made to particular powers, authorities or discretions being exercised by the Board or by a committee authorised by the Board.”

2	THAT article 159 be deleted and the following substituted therefor:

“Indemnification of Directors

Subject to the provisions of the Companies Acts, the Company may indemnify any Director against any liability and may purchase and maintain for any Director insurance against any liability. For the purpose of this article the term “Director” shall include any former Director of the Company.”


78		Unilever Articles of Association

At the Annual General Meeting of the company duly convened and held on 9 May 2006, the following resolutions were duly passed as Special Resolutions:–

RESOLUTION

THAT, conditional upon the admission of the issued new Ordinary shares (as defined below) to the Official List of the UK Listing Authority becoming effective, upon listing of the Company’s new American Depositary Receipts arising on consolidation on the New York Stock Exchange, upon the resolutions in relation to a share capital sub-division by Unilever N.V. as described in the Notice of Meeting dated 29 March 2006 convening the Annual General Meeting of Unilever N.V. being passed, upon the new Unilever N.V. Ordinary shares arising as a result of the sub-division referred to in such resolutions being admitted to listing on the Amsterdam Stock Exchange and on the New York Stock Exchange and upon the new Unilever N.V. depositary receipts arising as a result of such sub-division being admitted to listing on the Amsterdam Stock Exchange:

(a) all the Ordinary shares of 1.4 pence each in the capital of the Company which at 6.00 pm on 19 May 2006 (or such other time and date as the Directors of the Company may determine) which are shown in the books of the Company as authorised, whether issued or unissued, shall be sub-divided into new Ordinary shares of 7/45 pence each in the capital of the Company (the “Intermediate Ordinary Shares”);

(b) immediately thereafter, all Intermediate Ordinary Shares that are unissued shall be consolidated into new Ordinary shares of 31/9 pence each in the capital of the Company (the “Unissued New Ordinary Shares”) provided that, where such consolidation would otherwise result in a fraction of an Unissued New Ordinary Share, that number of Intermediate Ordinary Shares which would otherwise constitute such fraction shall be cancelled pursuant to section 121(2)(e) of the Companies Act 1985;

(c) immediately thereafter, all Intermediate Ordinary Shares that are in issue shall be consolidated into new Ordinary shares of 31/9 pence each in the capital of the Company (the “New Ordinary Shares”), provided that, where such consolidation results in any shareholder being entitled to a fraction of New Ordinary Share, such fraction shall, so far as possible, be aggregated with the fractions of New Ordinary Share to which other shareholders of the Company may be entitled and the Directors of the Company be and are hereby authorised in accordance with the Company’s Articles of Association to sell (or appoint any other person to sell), on behalf of the relevant shareholders, all the New Ordinary Shares representing such aggregated fractions at the best price reasonably obtainable to any person and to distribute the proceeds of sale (net of expenses) in due proportion among the relevant shareholders entitled thereto (save that any fraction of a penny which would otherwise be payable shall be rounded up or down in accordance with the usual practice of the registrar of the Company) and that any Director of the Company (or any person appointed by the Directors of the Company) shall be and is hereby authorised to execute an

instrument of transfer in respect of such shares on behalf of the relevant shareholders and to do all acts and things as the Directors of the Company consider necessary or expedient to effect the transfer of such shares to, or in accordance with the directions of, any buyer of any such shares;

(d) the Company’s Articles of Association be and are hereby amended by deleting Article 9 and substituting therefor the following:

“(i) On the 9th May 2006 the authorised capital of the Company is £136,275,682, divided as follows: 4,377,075, 492 Ordinary Shares of 31/9 pence each and 100,000 Deferred Shares of £1 each, all of which Deferred Shares have been issued and are now represented by £100,000 Deferred Stock. (ii) The Ordinary Shares of 31/9 pence each and the Deferred Shares of £1 each shall respectively confer on the holders thereof the right to receive dividends in accordance with the provisions of article 136 hereof.”, and

(e) the Directors be authorised to agree to modify the Agreement dated 28 June 1946 (as amended by Supplemental Agreements dated 20 July 1951 and 21 December 1981) with Unilever N.V. of the Netherlands known as the Equalisation Agreement by replacing all references therein to Fl.12 with references to EUR 0.16 and by replacing all references therein to £1 with references to 31/9 pence and to make certain other minor modifications as reflected in the form of Equalisation Agreement Amendment Agreement produced to the meeting and for the purposes of identification signed by the Chairman thereof (subject to any non-material changes as may be approved by the Director(s) executing the Equalisation Agreement Amendment Agreement).


Unilever Articles of Association		79

2	THAT the Company’s Articles of Association be and are hereby amended by:

(a) deleting article 11(C) and substituting therefor the following:

“Any alteration of the rights set out in article 101 shall be treated as a variation of the class rights of the holders of the Deferred Shares provided, however, that an alteration to such rights may be effected (without any such consent or sanction as aforesaid) by a resolution passed at a general meeting of the Company by a majority consisting of not less than two-thirds of such members as being entitled to vote at such meeting vote thereat in person or by proxy, such majority comprising the holders of not less than one-half in nominal value of the entire issued share capital for the time being of the Company (but excluding any shares held as treasury shares) and being computed by reference to the number of votes to which each member is entitled by virtue of these articles.”

(b) deleting article 99 and substituting therefor the following:

“Retirement of Directors

99 At every annual general meeting all the Directors shall retire from office, with such retirement to become effective at the conclusion of the annual general meeting of the Company or the corresponding annual general meeting of Unilever N.V. (whichever is the later).”

“Persons eligible as Directors

101 No person shall be eligible to be elected as a Director unless:

(A) he is recommended by the Board; or

(B) a resolution to appoint that person as a Director has been requisitioned by a member or members in accordance with the Companies Acts.

Where a resolution to appoint a person as a Director is passed at a general meeting of the Company such appointment shall not become effective:

(i) unless a resolution to appoint such person as a Director of Unilever N.V. has been passed at the corresponding general meeting of Unilever N.V. where such meeting is prior to the general meeting of the Company or at any adjournment thereof; or, as the case may be

(ii) until a resolution to appoint such person as a Director of Unilever N.V. is passed at the corresponding general meeting of Unilever N.V. where such meeting is to follow the general meeting of the Company or at any adjournment thereof (and, if such a resolution is not passed, such appointment shall no longer be capable of becoming effective).

The corresponding general meeting of Unilever N.V. means the Unilever N.V. general meeting which is closest in time to the relevant general meeting of the Company.”

(d) deleting article 102 and substituting therefor the following:

“Provisions if no eligible persons available

102 If at the annual general meeting in any year no persons shall be eligible to be elected as Directors in accordance with article 101 or if the number of persons so eligible is less than the minimum number for the time being in force under article 96 then the retiring Directors (other than those eligible for re-election under article 101) or so many of them as shall be willing to offer themselves for re-election shall be deemed to be eligible for election under article 101 as Directors or Director for the succeeding year.”

(e) deleting article 103 and substituting therefor the following:

“Provisions if insufficient eligible persons elected

103 (A) If at the annual general meeting in any year the resolution or resolutions for the election or re-election of all, or all but the minimum number for the time being in force under article 96, of the persons eligible for election or re-election as Directors for the succeeding year are put to the meeting and lost, then all such eligible persons who are Directors as at the commencement of the annual general meeting and are standing for re-election shall be deemed to have been re-elected as Directors and shall remain in office but so that such Directors may act only for the purposes of summoning general meetings of the Company and perform such duties as are essential to maintain the Company as a going concern but not for any other purpose.

3	That article 109 of the Company’s Articles of Association be and is hereby amended by deleting the amount of £600,000 and inserting the amount of £1,500,000 in its place.


80		Unilever Articles of Association

At the Annual General Meeting of the company duly convened and held on 16th May 2007, the following Resolutions were duly passed as Special Resolutions:–

RESOLUTION

1	THAT the Company’s Articles of Association be and are hereby amended by:

(a) deleting the definition of “address” below the definition of “electronic signature” in Article 2;

(b) adding the following sentence to the end of Article 90(c) after the words, “in respect of that share.” – “The proceedings at a general meeting shall not be invalidated where an appointment of a proxy in respect of that meeting is delivered in a manner permitted by these articles by electronic communications but, because of a technical problem, it cannot be read by the recipient.”;

(c) adding the following sentences to the end of Article 151 after the words, “sending or delivering to all the joint holders.” – “If on three consecutive occasions a notice to a member has been returned undelivered, such member shall not thereafter be entitled to receive notices from the Company until he shall have communicated with the Company and supplied to the Company (or its agent) a new registered address, or a postal address within the United Kingdom for the service of notices, or shall have informed the Company, in such manner as may be specified by the Company, of an address for the service of notices by electronic communications. For these purposes, a notice sent by post shall be treated as returned undelivered if the notice is sent back to the Company (or its agent), and a notice sent by electronic communications shall be treated as returned undelivered if the Company (or its agent) receives notification that the notice was not delivered to the address to which is was sent.”;

(d) adding the following sentence to Article 154 after the end of the first sentence which ends with the words, “his registered address.” – “A person who is entitled by transmission to a share, upon supplying the Company with an address for the purposes of the electronic communication for the service of notices, may, at the absolute discretion of the Directors, have sent to him at such address any notice or document to which he would have been entitled if he were the holder of that share.” The wording of the article will then continue with, “Except where there is a person entitled by transmission to a share”;

(e) deleting Article 155(A) and substituting therefor the following: “155(A) if at any time by reason of the suspension or curtailment of postal services or of the relevant electronic communication system within the United Kingdom the Company is unable effectively to convene a general meeting by notice sent through the post or by

electronic communications, a general meeting may be convened by notice advertised in at least two daily newspapers with a national circulation in the United Kingdom and in that event the notice shall be deemed to have been served on all members and persons entitled by transmission who are entitled to have notice of the meeting served upon them on the day when the advertisement appears. If at least six clear days prior to the meeting the posting of notices or sending by electronic communications to addresses through the United Kingdom has again become practicable, the Company shall send confirmatory copies of the notice by post or by electronic communications to the persons entitled to receive them.”;

(f) deleting the words “On the 9th May 2006 the authorised capital of the Company is £136 275 682” in Article 9 of the Company’s Articles of Association and replacing them with – “On the 22nd May 2006 the authorised capital of the Company was £136 275 682”; and

(g) deleting the amount of “1.4p” in Article 83 and inserting “31/9 p” in its place.

2	THAT Article 109 of the Company’s Articles of Association be and is hereby amended by deleting “1 500 000” and inserting “£2 000 000” in its place.


Unilever Articles of Association		81

At the Annual General Meeting of the company duly convened and held on 14th May 2008, the following Resolution was duly passed as a Special Resolution:–

RESOLUTION

1	THAT the Articles of Association produced to the meeting and initialled by the Chairman of the meeting for the purpose of identification be adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, the existing Articles of Association.

At the Annual General Meeting of the company duly convened and held on 12th May 2010, the following Resolution was duly passed as a Special Resolution:–

RESOLUTION

THAT

(a) the Articles of Association of the Company be amended by deleting all the provisions of the Company’s Memorandum of Association which, by virtue of Section 28 of the Companies Act 2006, are to be treated as provisions of the Company’s Articles of Association; and

(b) the Articles of Association produced to the meeting and initialled by the Chairman of the meeting for the purpose of identification be adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, the existing Articles of Association.


82		Unilever Articles of Association

At the Annual General Meeting of the company duly convened and held on 11th May 2011, the following Resolution was duly passed as a Special Resolution:-

RESOLUTION

1	THAT Article 111 of the Company’s Articles of Association be replaced by the following:

Power to borrow money and give security

111

(A) The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital and to issue debentures and other securities but shall restrict the Borrowings of the Company and exercise all voting and other rights or powers of control exercisable by the Company in relation to its subsidiaries with a view to securing that Borrowings shall not at any time without the previous sanction of an ordinary resolution of the Company in general meeting exceed an amount equal to three times the Relevant Proportion of the Adjusted Capital and Reserves of the Unilever Group.

(B) For the purposes of this article

(i) “Borrowings” means the aggregate principal amount for the time being remaining outstanding of all borrowings of the Company and its subsidiaries, whether secured or unsecured, but excluding:-

(a) borrowings by the Company from any subsidiary,

(b) borrowings by any subsidiary from another subsidiary or from the Company,

(c) borrowings by any subsidiary in its capacity as a trustee of any pension or other fund for the benefit of employees,

(d) borrowings of a company which becomes a subsidiary hereafter for a period of twelve months from the date it becomes a subsidiary and deducting therefrom an amount equal to

(e) the principal amount of any obligations, whether secured or unsecured, issued by the Company or any subsidiary the proceeds of which are intended to be used within six calendar months in repayment of other borrowings of the Company or such subsidiary then outstanding, and

(f) all cash deposits, certificates of deposit and securities of governments and companies and similar instruments owned by the Company or any of its subsidiaries.

(ii) Adjusted Capital and Reserves” means the aggregate for the Unilever Group of:-

(a) the amount paid up or credited as paid up on the issued share capital of the Company and Unilever N.V.,

(b) the amounts standing to the credit of the capital and revenue reserves, including share premium account and retained earnings, and

(c) the amounts standing as attributed to outside interest all as shown in the latest published audited consolidated accounts of the Unilever Group provided always that appropriate adjustments shall be made in respect of any variation in the paid-up share capital or in the share premium account of the Company and/or Unilever N.V. since the date of such audited accounts.

(iii) “Unilever Group” means the Company, Unilever N.V. and their subsidiaries and subsidiary undertakings.

(iv) “Relevant Proportion” means the aggregate dividends to be paid on the Ordinary share capital of the Company from time to time divided by the aggregate dividends to be paid on the Ordinary share capitals of both the Company and Unilever N.V. from time to time, in each case, in accordance with the Equalisation Agreement referred to in Article 3.

(C) The determination of the auditors as to the amount of Borrowings and Adjusted Capital and Reserves and the Relevant Proportion shall be conclusive and binding on all concerned and for the purposes of their computation the auditors may make such other adjustments as they deem fit. Nevertheless, for the purposes of this article the Directors may at any time act in reliance on a bona fide estimate of the said aggregates and if the limit herein contained is inadvertently exceeded, the amount borrowed in excess of the limit shall be disregarded until the expiration of 182 days after the date on which the Directors became aware that the situation had arisen.


Unilever Articles of Association		83

At the Annual General Meeting of the Company duly convened and held on 9th May 2012, the following Resolution was duly passed as a Special Resolution:-

RESOLUTION

1.	THAT the Articles of Association produced to the meeting and initialled by the Chairman of the meeting for the purpose of identification be adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, the existing Articles of Association.


84		Unilever Articles of Association


Unilever N.V.		Unilever PLC registered office
Weena 455, PO Box 760		Unilever PLC
3000 DK Rotterdam		Port Sunlight
The Netherlands		Wirral
T +31 (0)10 217 4000		Merseyside CH62 4ZD
F +31 (0)10 217 4798		United Kingdom
Commercial Register Rotterdam		Registered in England and Wales
Number: 24051830		Company Number: 41424
Unilever PLC		www.unilever.com
Unilever House
100 Victoria Embankment
London EC4Y 0DY
United Kingdom
T +44 (0)20 7822 5252
F +44 (0)20 7822 5951

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 PLC ;

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 PLC ;

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 PLC , a corporation organized under the laws of the United Kingdom (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