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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR

15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Dated March 19, 2020

Commission File Number 001-04546

UNILEVER PLC

(Translation of registrant’s name into English)

100 Victoria Embankment, London, England

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of

Form 20-F or Form 40-F.

Form 20-FForm 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by

Regulation S-T Rule 101(b)(1): ☐

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted

solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by

Regulation S-T Rule 101(b)(7): ☐

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also

thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange

Act of 1934.

Yes  ☐        No  ☑

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with

Rule 12g3-2(b): 82-                    .

 

 

 

 


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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 Unilever Group (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 could cause actual results to differ materially are: Unilever’s global brands not meeting consumer preferences; Unilever’s ability to innovate and remain competitive; Unilever’s investment choices in its portfolio management; the effect of climate change on Unilever’s business; Unilever’s ability to find sustainable solutions to its plastic packaging; significant changes or deterioration in customer relationships; the recruitment and retention of talented employees; disruptions in our supply chain and distribution; increases or volatility in the cost of raw materials and commodities; the production of safe and high quality products; secure and reliable IT infrastructure; execution of acquisitions, divestitures and business transformation projects; economic, social and political risks and natural disasters; financial risks; failure to meet high and ethical standards; and managing regulatory, tax and legal matters.

These forward-looking statements speak only as of the date of this document. 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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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

UNILEVER PLC
/s/ R. Sotamaa                                        
By R. SOTAMAA,
Chief Legal Officer and Group Secretary

Date: 19 March 2020


Table of Contents

TABLE OF CONTENTS

 

Exhibit

Number

  

Exhibit Description

99.1    Unilever PLC Chairman’s Letter and Notice of Meeting
99.2    Unilever PLC Proxy Form

Exhibit 99.1

 

 

 

 

Making

Sustainable Living

Commonplace

 

 

 

 

Chairman’s letter

and Notice of Meeting

Annual General Meeting

London 29 April 2020

  LOGO


LOGO

Unilever House, 100 Victoria Embankment, London EC4Y 0DY

Telephone 020 7822 5252

This document is important and requires your immediate attention. If you are in any doubt as to what action you should take, you are recommended to consult your stockbroker, bank manager, solicitor, accountant or other professional adviser under the Financial Services and Markets Act 2000 as soon as possible. If you have sold or otherwise transferred all of your shares, please pass this document to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass this document to the person who now holds the shares.

19 March 2020

LOGO

Nils Andersen

Chairman

Dear shareholder,

 

I am pleased to invite you to the annual general meeting of Unilever PLC (the ‘PLC AGM’) which will be held on Wednesday 29 April 2020 at the QEII Centre, Broad Sanctuary, Westminster, London SW1P 3EE. The PLC AGM will start at 2.30pm.

At the PLC AGM our CEO, Alan Jope, will update you on the progress of the business in 2019. Following this presentation, we will have a full Q&A session on all matters tabled before we move to the voting of the proposed resolutions. The resolutions put to you for voting will be generally familiar to you and are further explained in the Explanatory Notes.

The Boards believe that the resolutions are in the best interests of Unilever PLC and its shareholders as a whole. Accordingly, the Directors unanimously recommend that you vote in favour of the resolutions, as they intend to do themselves in respect of their own shares.

In November 2019, we announced that Marijn Dekkers had chosen to stand down as Chairman so he could focus on other business responsibilities. I was honoured to be asked to assume the Chairmanship of Unilever and since then have continued to work with the Board and the Unilever Leadership Executive.

All directors will retire at the PLC AGM and are offering themselves for re-election this year, with the exception of Marijn Dekkers. I would like to thank Marijn for his contributions as a Unilever Chairman and Non-Executive Director. He has brought invaluable experience to the Unilever Boards during his four years of service and been a great source of advice and guidance for the business. He will leave with the best wishes of us all.

The PLC AGM is an important opportunity for shareholders to express their views by asking questions on all of the above issues and on any other topic relevant to our business and the resolutions.

 

 

Unilever PLC

Registered in England and Wales No 41424. Registered office: Port Sunlight, Wirral, Merseyside CH62 4ZD, United Kingdom


    

    

 

 

 

If you would like to be assured of the fullest possible response to a question asked in the PLC AGM, it would be helpful if you could give me prior notice of your question. Of course, you are also invited to write to me at any time should you wish. Alternatively, you may find the answer to your question on our website at www.unilever.com.

Enclosed with this letter you will find the formal Notice of Meeting being convened, together with the Explanatory Notes to the business of the meeting. Our 2019 year-end documents are available on our website at www.unilever.com/ara.

There are several ways in which you may vote. You can register your proxy vote either using our electronic voting facility via www.unilever.com/agm or by completing and returning the proxy form, in accordance with the instructions set out on the back of your proxy form. You may also attend and vote in person at the PLC AGM. Institutional investors are able to cast their votes using CREST electronic proxy voting.

As usual at the PLC AGM, all resolutions will be put to a poll. This is a more transparent method of voting than by show of hands, as votes are counted according to the number of shares held. This will ensure an exact and definitive result. This year we will again use voting cards at the meeting.

The results of the PLC AGM will be announced on the Unilever website www.unilever.com/agm as soon as possible after being released to the London Stock Exchange.

All your votes are important to us and I would urge you to complete and return your votes in good time, and in any event no later than 2.30pm on 27 April 2020.

Shareholders will have received the Unilever Annual Report and Accounts 2019, or will have been notified of its availability on our website at www.unilever.com/ara. Unilever PLC is encouraging all shareholders to receive shareholder communication and payments electronically as part of a commitment to reducing its environmental footprint. If you do not already do so, you can register to receive future shareholder communications via email by logging onto www.investorcentre.co.uk/ecomms.

For information on travelling to the venue, you will find up-to-date information on our website at www.unilever.com/agm.

Yours sincerely,

 

LOGO

Nils Andersen

Chairman

 

 

Unilever Chairman’s Letter and Notice of Meeting 2020    2


Unilever PLC Notice of Meeting 2020

 

Notice is hereby given that the Annual General Meeting of Unilever PLC (the ‘Company’) will be held at the QEII Centre, Broad Sanctuary, Westminster, London SW1P 3EE at 2.30pm on Wednesday 29 April 2020 to transact the following business:

To consider and, if thought fit, pass resolutions 1 to 18 (inclusive) as ordinary resolutions. Resolutions 3 to 14 (inclusive), if passed, will only become effective if a similar resolution as set out in the Notice of Annual General Meeting of Unilever N.V. (to be held on Thursday 30 April 2020 in Rotterdam, the Netherlands (or any adjournment thereof)) is passed by Unilever N.V. shareholders:

 

1.

To receive and consider the Accounts and Balance Sheet for the year ended 31 December 2019, together with the Directors’ Report, the Auditor’s Report and the Strategic Report.

 

2.

To consider and, if thought fit, approve the Directors’ Remuneration Report which is set out on pages 60 to 77 of the Unilever Annual Report and Accounts 2019.

 

3.

To re-elect Mr N Andersen as a Non-Executive Director.

 

4.

To re-elect Mrs L Cha as a Non-Executive Director.

 

5.

To re-elect Mr V Colao as a Non-Executive Director.

 

6.

To re-elect Dr J Hartmann as a Non-Executive Director.

 

7.

To re-elect Mr A Jope as an Executive Director.

 

8.

To re-elect Ms A Jung as a Non-Executive Director.

 

9.

To re-elect Ms S Kilsby as a Non-Executive Director.

 

10.

To re-elect Mr S Masiyiwa as a Non-Executive Director.

 

11.

To re-elect Professor Y Moon as a Non-Executive Director.

 

12.

To re-elect Mr G Pitkethly as an Executive Director.

 

13.

To re-elect Mr J Rishton as a Non-Executive Director.

 

14.

To re-elect Mr F Sijbesma as a Non-Executive Director.

 

15.

To reappoint KPMG LLP as Auditor of the Company to hold office until the conclusion of the next general meeting at which Accounts are laid before the members.

 

16.

To authorise the Directors to fix the remuneration of the Auditor.

17.

THAT in accordance with Section 366 of the Companies Act 2006, the Company and all companies that are its subsidiaries at any time during the period for which this resolution is effective be and are hereby authorised to:

 

  a

make political donations (as such term is defined in Section 364 of the Companies Act 2006) to political parties to which Part 14 of the Companies Act 2006 applies and independent election candidates to whom Part 14 of the Companies Act 2006 applies, not exceeding £100,000 in aggregate in any financial year;

 

  b

make political donations (as such term is defined in Section 364 of the Companies Act 2006) to political organisations to which Part 14 of the Companies Act 2006 applies other than to political parties (to which Part 14 of the Companies Act 2006 applies) not exceeding £100,000 in aggregate in any financial year; and

 

  c

to incur political expenditure (as such term is defined in Section 365 of the Companies Act 2006) not exceeding £100,000 in aggregate in any financial year,

in each case during the period beginning with the date of passing this resolution and ending at the earlier of the conclusion of next year’s Annual General Meeting or at close of business on 30 June 2021 provided that the aggregate expenditure under paragraphs (a), (b) and (c) shall not exceed £100,000 in total.

 

18.

THAT the Directors be and are hereby generally and unconditionally authorised pursuant to and in accordance with Section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £12,102,222, such authority to apply in substitution for all previous authorities pursuant to Section 551 of the Companies Act 2006 and to expire at the earlier of the conclusion of next year’s Annual General Meeting or at close of business on 30 June 2021, save that the Company may before such expiry make an offer or agreement which would or might require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after such expiry and the Directors may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not expired.

 

 

3    Unilever Chairman’s Letter and Notice of Meeting 2020


Unilever PLC Notice of Meeting 2020 continued

 

 

To consider and, if thought fit, pass resolutions 19 to 22 (inclusive) as special resolutions:

 

19.

THAT, subject to the passing of resolution 18 above, the Directors be authorised to allot equity securities (as defined in Section 560(1) of the Companies Act 2006) wholly for cash pursuant to the authority given by resolution 18 above or where the allotment constitutes an allotment of equity securities by virtue of Section 560(3) of the Companies Act 2006, in each case:

 

  a

in connection with a pre-emptive offer; and

 

  b

otherwise than in connection with a pre-emptive offer, up to an aggregate nominal amount of £1,817,714;

as if Section 561(1) of the Companies Act 2006 did not apply to any such allotment; provided that this authority shall expire at the earlier of the conclusion of next year’s Annual General Meeting or at close of business on 30 June 2021, save that the Company may, before such expiry, make offers and enter into agreements which would, or might, require equity securities to be allotted and treasury shares to be sold after such expiry and the Directors may allot equity securities and sell treasury shares in pursuance of any such offer or agreement as if the authority had not expired.

For the purposes of this resolution:

 

I.

‘pre-emptive offer’ means an offer of equity securities open for acceptance for a period fixed by the Directors to:

 

  i

holders (other than the Company) on the register on a record date fixed by the Directors of ordinary shares in proportion to their respective holdings; and

 

  ii

other persons so entitled by virtue of the rights attaching to any other equity securities held by them, but subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory;

 

II.

references to an allotment of equity securities shall include a sale of treasury shares; and

 

III.

the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights.

 

20.

THAT, subject to the passing of resolution 18 above and in addition to any authority granted under resolution 19 above, the Directors be authorised to allot equity securities (as defined in Section 560(1) of the Companies Act 2006) wholly for cash pursuant to the authority given by resolution 18 above or where the allotment constitutes an allotment of equity securities by virtue of Section 560(3) of the Companies Act 2006 as if Section 561(1) of the Companies Act 2006 did not apply to any such allotment, such authority to be:

 

  a

limited to the allotment of equity securities or sale of treasury shares up to an aggregate nominal amount of £1,817,714; and

  b

used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Board of Directors of the Company determines to be an acquisition or other capital investment of a kind described in the Explanatory Notes,

provided that this authority shall expire at the earlier of the conclusion of next year’s Annual General Meeting or at close of business on 30 June 2021, save that the Company may, before such expiry, make offers and enter into agreements which would, or might, require equity securities to be allotted and treasury shares to be sold after the authority given by this resolution has expired and the Directors may allot equity securities and sell treasury shares under any such offer or agreement as if the authority had not expired.

For the purposes of this resolution, the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights.

 

21.

THAT the Company be and is hereby generally and unconditionally authorised for the purpose of Section 701 of the Companies Act 2006 to make one or more market purchases (within the meaning of Section 693(4) of the Companies Act 2006) of ordinary shares of 31/9p each in the capital of the Company, subject to the following conditions:

 

  a

the maximum number of shares which may be hereby purchased is 116,853,000 ordinary shares;

 

  b

the minimum price, exclusive of expenses, which may be paid for each ordinary share is 31/9p; and

 

  c

the maximum price, exclusive of expenses, which may be paid for each ordinary share is not more than the higher of: (i) 5% above the average market value of an ordinary share for the five business days immediately preceding the day on which that ordinary share is contracted to be purchased; and (ii) the higher of the price of the last independent trade and the highest current independent bid on the trading venue where the purchase is carried out.

The authority conferred by this resolution shall expire at the earlier of the conclusion of next year’s Annual General Meeting or at close of business on 30 June 2021, save that the Company may before such expiry enter into any contract under which a purchase of ordinary shares may be completed or executed wholly or partly after such expiry and the Company may purchase ordinary shares in pursuance of such contract as if the authority conferred hereby had not expired.

 

22.

THAT a general meeting other than an annual general meeting may be called on not less than 14 clear days’ notice.

By order of the Board

R.L.L. Sotamaa, Group Secretary

19 March 2020

 

 

Unilever Chairman’s Letter and Notice of Meeting 2020    4


Explanatory notes to the resolutions

 

 

Resolution 1

Report and Accounts for the year ended 31 December 2019

The Directors must lay the Company’s Accounts, the Directors’ Report, the Auditor’s Report and the Strategic Report before the shareholders at a general meeting. This is a legal requirement after the Directors have approved the Accounts, the Directors’ Report and the Strategic Report, and the Auditor has prepared its Report.

 

 

Resolution 2

Directors’ Remuneration Report

Resolution 2 is an advisory vote to approve the Directors’ Remuneration Report for the year ended 31 December 2019, which is set out on pages 60 to 77 of the Unilever Annual Report and Accounts 2019.

The Directors’ Remuneration Report has been prepared in accordance with the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (as amended) and approved by the Directors. Shareholders must, under Section 439 of the Companies Act 2006, be given the opportunity to approve the Directors’ Remuneration Report. In accordance with these requirements, this is an advisory vote. A copy of the Directors’ Remuneration Policy which was approved by shareholders at the annual general meeting in 2018 is available on our website at www.unilever.com/ara.

 

 

Resolutions 3 to 14

Re-election of Executive and Non-Executive Directors

All Executive Directors and Non-Executive Directors retire each year 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). Each proposed candidate for re-election is also being proposed for re-election to the Board of Unilever N.V.

In deciding whether to nominate a Director, the Board takes into consideration the outcomes of the Chairman’s discussions with each Director on individual performance, the evaluation of the Boards and its Committees and the continued good performance of individual Directors. Non-Executive Directors normally serve for a period of up to nine years.

All directors being proposed for re-election were considered to be effective in their roles and to be committed to making available the appropriate time for Board meetings and other duties.

Each Director also continues to demonstrate his/her broad and relevant experience, commitment to his/her role and international outlook. Further information about the evaluation can be found on pages 4 and 48 of the Unilever Annual Report and Accounts 2019. An overview of the skills and experience of the Non-Executive Directors and the biographical details of each Director proposed for re-election can be found on page 49 of the Unilever Annual Report and Accounts 2019.

Therefore, the Board of Directors, following the recommendations made by the Nominating and Corporate Governance Committee, proposes to re-elect the nominated Executive and Non-Executive Directors.

 

 

5    Unilever Chairman’s Letter and Notice of Meeting 2020


Explanatory notes to the resolutions continued

 

The tables below set out the diversity of our Non-Executive Directors standing for re-election at the PLC AGM.

 

 

 

LOGO

 

Unilever Chairman’s Letter and Notice of Meeting 2020    6


Explanatory notes to the resolutions continued

 

 

 

Resolution 15

Reappointment of Auditor

At each meeting at which Accounts are laid before the members, the Company is required to appoint an Auditor or Auditors to serve until the next such meeting.

 

 

Resolution 16

Remuneration of Auditor

This resolution gives authority to the Directors to determine the Auditor’s remuneration, which is then disclosed in the next set of Accounts of the Company.

 

 

Resolution 17

Political donations and expenditure

Part 14 of the Companies Act 2006 imposes restrictions on companies making political donations to: (a) political parties; (b) other political organisations; and (c) independent election candidates and on incurring political expenditure (in each case, as defined in the Companies Act 2006) without shareholders’ consent. It is the policy of the Company not to make such political donations or to incur political expenditure (within the ordinary meaning of those words) and the Directors have no intention of changing that policy. However, as the definitions used in the Companies Act 2006 are broad, it is possible that normal business activities, which might not be thought to be political donations or expenditure in the usual sense, could be caught. On that basis, the authority is being sought purely as a precaution.

 

 

Resolution 18

Directors’ authorities to allot shares

Renewal of this authority is sought at the General Meeting each year. Section 551 of the Companies Act 2006 provides that the Directors may not issue new shares without shareholder approval. The purpose of this resolution, therefore, is to give the Directors the authority to issue new shares, limited to a maximum of £12,102,222 in new shares at their nominal value (representing 389,000,000 ordinary shares). At 4 March 2020, being the latest practicable date prior to publication of the Notice of Meeting, this represented approximately one-third of the Company’s issued ordinary share capital.

The authority sought under this resolution will expire at the earlier of the conclusion of next year’s Annual General Meeting or the close of business on 30 June 2021, being the last date by which the Company must hold an Annual General Meeting in 2021.

The Directors have no present intention of exercising the authority sought under this resolution.

As at 4 March 2020, being the latest practicable date prior to publication of the Notice of Meeting, the Company did not hold any ordinary shares in treasury.

 

Resolutions 19 and 20

Disapplication of pre-emption rights

Under the Companies Act 2006, a company is generally not permitted to allot shares for cash without first offering those shares: (i) to holders of ordinary shares in proportion to their existing holdings; and (ii) in accordance with a detailed set of procedural requirements. These restrictions may be disapplied in whole or in part provided that shareholder approval is obtained by special resolution, as described below.

In these explanatory notes to resolutions 19 and 20, references to an allotment of shares includes allotments of other types of equity securities as well as sales of treasury shares.

Resolution 19: disapplication for pre-emptive offers and limited non pre-emptive offers

Part (a) of resolution 19 seeks shareholder authority for the Directors to allot a limited number of shares for cash without regard to the procedural requirements noted above, provided that the shares are first offered to holders of ordinary shares in proportion to their existing holdings. This authority will provide Directors with the flexibility, in connection with such an offer, to make such arrangements as they deem appropriate to deal with relevant legal, regulatory or practical issues, for example, in relation to fractional entitlements.

Part (b) of resolution 19 seeks shareholder authority for the Directors to allot a limited number of shares for cash, without first offering those shares to holders of ordinary shares in proportion to existing holdings. The aggregate nominal value of shares that may be allotted pursuant to part (b) is £1,817,714. This amount is equivalent to 5% of the total issued ordinary share capital of the Company, as at 4 March 2020, being the latest practicable date prior to publication of the Notice of Meeting. As at 4 March 2020, the Company did not hold any ordinary shares in treasury.

The Directors intend to adhere to the provisions of the Pre-emption Group’s Statement of Principles and not to allot shares for cash pursuant to part (b) of resolution 19 in excess of an amount equal to 7.5% of the total issued ordinary share capital of the Company, exclusive of treasury shares, within a rolling three-year period, other than:

 

  i

with prior consultation with shareholders; or

 

  ii

in connection with an acquisition or specified capital investment (as described below) which is announced contemporaneously with the allotment or which has taken place in the preceding six-month period and is disclosed in the announcement of the allotment.

Resolution 20: disapplication for limited non pre-emptive offers in connection with acquisitions and specified capital investments

The purpose of resolution 20 is to provide Directors with an additional authority to that sought under part (b) of resolution 19, for use in the limited circumstances described below.

Resolution 20 seeks shareholder authority for the Directors to allot an additional, limited number of shares for cash, without first offering those shares to holders of ordinary shares in proportion to existing holdings. However, in accordance with the Pre-emption Group’s Statement of Principles, any such allotment may only be made in connection with an acquisition or specified capital investment which is announced contemporaneously with the allotment, or which has taken place in the preceding six-month period and is disclosed in the announcement of the allotment.

 

 

7    Unilever Chairman’s Letter and Notice of Meeting 2020


Explanatory notes to the resolutions continued

 

 

For these purposes, a ‘specified capital investment’ means one or more specific capital investment related uses for the proceeds of an allotment of shares, in respect of which sufficient information regarding the effect of the transaction on the Company, the assets the subject of the transaction and (where appropriate) the profits attributable to them is made available to shareholders to enable them to reach an assessment of the potential return.

The aggregate nominal value of shares that may be allotted pursuant to resolution 20 is £1,817,714. This amount is equivalent to 5% of the total issued ordinary share capital of the Company, as at 4 March 2020 (being the latest practicable date prior to publication of the Notice of Meeting) and is in addition to an equivalent number of shares which may be allotted pursuant to part (b) of resolution 19. If the authority sought in resolution 20 is used, the Company will publish details of such use in its next annual report. As at 4 March 2020, the Company did not hold any ordinary shares in treasury.

The Directors have no current intention of exercising the authorities sought in resolutions 19 and 20 but consider that they are appropriate in order to allow the Company the flexibility to finance business opportunities without the need to comply with the strict requirements of the Companies Act 2006. The Directors will only exercise such authorities where they consider that doing so is in the best interests of the Company.

The authorities sought under resolutions 19 and 20 will expire at the earlier of the conclusion of next year’s Annual General Meeting or the close of business on 30 June 2021, being the last date by which the Company must hold an Annual General Meeting in 2021.

 

 

Resolution 21

Company’s authority to purchase its own shares

Renewal of this authority is also sought at the Annual General Meeting each year. The Directors believe that it is advantageous for the Company to have the flexibility to purchase its own shares, and this resolution provides the authority from shareholders to do so.

The resolution specifies the maximum number of shares which may be acquired which at 4 March 2020 (being the latest practicable date prior to the publication of this Notice of Meeting) represented just under 10% of the Company’s issued ordinary share capital and the maximum and minimum prices at which they may be bought. As at 4 March 2020, the Company did not hold any ordinary shares in treasury.

The purchase of shares by the Company under this authority would be carried out by a purchase in the market and should not be confused with any share dealing facilities which may be offered to shareholders by the Company from time to time. Any shares purchased would be cancelled, unless they were held as ‘treasury shares’, in which case they could be held in the name of the Company pending resale.

The Company would consider holding any of its own shares that it purchases pursuant to the authority conferred by this resolution as treasury shares. This would give the Company the ability to sell or transfer treasury shares quickly and cost-effectively, including for the purposes of meeting obligations under an employees’ share scheme, and would provide the Company with additional flexibility in the management of its capital base. The authority sought under this resolution will expire at the earlier of the conclusion of next year’s Annual General Meeting or the close of business on 30 June 2021, being the last date by which the Company must hold an Annual General Meeting in 2021.

 

Resolution 22

Notice period for General Meetings

Resolution 22 seeks the approval of shareholders (as required by the Companies (Shareholders’ Rights) Regulations 2009 (the ‘Shareholders’ Rights Regulations’)) to replace a similar authority granted to the Directors at the 2019 Annual General Meeting to allow the Company to call general meetings (other than annual general meetings) on 14 clear days’ notice. The Company does not intend to use this authority routinely. The Company envisions that this authority would be used only in limited circumstances for time-sensitive matters where a shorter notice period would be to the advantage of shareholders as a whole. The Company would also need to meet the requirements for electronic voting in the Shareholders’ Rights Regulations before it could then call a general meeting on 14 clear days’ notice.

The authority sought under this resolution will expire at the earlier of the conclusion of next year’s Annual General Meeting or the close of business on 30 June 2021, being the last date by which the Company must hold an Annual General Meeting in 2021.

Share Capital

As at 4 March 2020 (being the latest practicable date prior to the publication of the Notice of Meeting) the total number of issued ordinary shares of Unilever PLC was 1,168,530,650.

Unilever PLC does not hold any ordinary shares in treasury and therefore the total number of voting rights for the ordinary shares is 1,168,530,650. The total number of Deferred shares was 100,000 (representing 3,214,285 voting rights). The holders of the Deferred shares do not exercise their voting rights at the Company’s Annual General Meeting.

Documents for inspection

Copies of the Non-Executive Directors’ letters of appointment are available for inspection at Unilever’s offices at Unilever House, 100 Victoria Embankment, London EC4Y 0DY in the United Kingdom, from the date of this Notice of Meeting until the close of the PLC AGM. They are available during normal business hours on any weekday (excluding public holidays) and at the place of the PLC AGM from at least 15 minutes before the PLC AGM until the close of the meeting.

 

 

Unilever Chairman’s Letter and Notice of Meeting 2020    8


Notes to the Notice of Meeting 2020

 

1.

Shareholders will have the right to attend and vote at the Annual General Meeting (‘General Meeting’). Registration will start at 1.30pm, when refreshments will be served. If you are attending the General Meeting in person please bring the Attendance Card included within your Proxy Form or, if you opt to receive your communications electronically, a copy of your shareholder email and, hand it in on arrival. It is necessary for your admission to the meeting. If you do not bring this form or email with you, then proof of identification will be required for you to gain admittance to the General Meeting.

 

2.

A shareholder who is unable or does not wish to attend the General Meeting is entitled to appoint one or more Proxies to exercise all or any of his/her rights to attend and to speak and vote on his/her behalf at the meeting. A Proxy need not be a shareholder. A Proxy Form which may be used to make such appointment and give Proxy instructions accompanies this Notice of Meeting. If you do not have a Proxy Form and believe that you should have one, or if you require additional forms, please contact Computershare Investor Services PLC on 0370 600 3977. You can only appoint a Proxy using the procedures set out in these notes and the notes to the Proxy Form.

 

3.

A shareholder may appoint more than one Proxy in relation to the General Meeting, provided that each Proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. To do this, that shareholder must complete a separate Proxy Form for each Proxy. Shareholders can copy their original Proxy Form, or additional Proxy Forms can be obtained from Computershare Investor Services PLC on 0370 600 3977. A shareholder appointing more than one Proxy should indicate the number of shares for which each Proxy is authorised to act on his or her behalf and place an ‘X’ in the box provided on the Proxy Form to confirm the instruction is one of a multiple.

 

4.

To be valid any Proxy Form must be received by hand or by post at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, no later than 2.30pm on 27 April 2020.

 

5.

A shareholder can also submit his or her vote or, in accordance with Section 333A of the Companies Act 2006, appoint a Proxy electronically, by logging on to www.unilever.com/agm, clicking on ‘AGM and Voting’ and selecting the electronic voting option. To do this, a shareholder will need the Shareholder Reference Number (SRN), Control Number and five-digit PIN shown on the front of the Proxy Form. Electronic Proxy appointments must be received, in accordance with the instructions on the website, by no later than 2.30pm on 27 April 2020. Please note that an electronic communication in respect of the appointment of a Proxy which contains a computer virus may not be accepted. The Company will try to inform the shareholder in question of a rejected communication and will try to ensure that its outgoing electronic communications are, as far as reasonably practicable, virus free.

 

6.

In the case of a shareholder which is a company, the Proxy Form must be executed under its common seal or be signed on its behalf by an attorney or officer duly authorised. All signatories must state their capacity (eg director, secretary).

7.

Any power of attorney or any other authority under which the Proxy Form is signed (or a copy of such authority certified by a notary) must be included with the Proxy Form.

 

8.

A ‘Vote withheld’ is not a vote in law, which means that the vote will not be counted in the proportion of votes ‘For’ and ‘Against’ the resolutions. A shareholder who does not give any voting instructions in relation to the resolutions should note that his/her Proxy will have authority to vote or to withhold a vote on the resolution as he/she thinks fit. A Proxy will also have authority to vote or to withhold a vote on any other business (including amendments to the resolutions) which properly comes before the General Meeting as he/she thinks fit.

 

9.

The return of a completed Proxy Form, other such instrument or any CREST Proxy Instruction (as described in paragraphs 10 to 13 below) will not prevent a shareholder from attending the General Meeting and voting in person if he or she wishes to do so, in which case any instructions given to a Proxy will be ineffective.

 

10.

CREST members who wish to appoint a Proxy or Proxies through the CREST electronic Proxy appointment service may do so for the General Meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

 

11.

In order for a Proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a ‘CREST Proxy Instruction’) must be properly authenticated in accordance with the specifications of Euroclear UK and Ireland Limited (Euroclear), and must contain the information required for such instruction, as described in the CREST Manual (available via www. euroclear.com). The message, regardless of whether it constitutes the appointment of a Proxy or is an amendment to the instruction given to a previously appointed Proxy, must, in order to be valid, be transmitted so as to be received by the Company’s agent (ID number 3RA50) by the latest time for receipt of Proxy appointments specified in this Notice of Meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Application Host) from which the Company’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to Proxies appointed through CREST should be communicated to the appointee through other means.

 

12.

CREST members and, where applicable, their CREST sponsors or voting service providers, should note that Euroclear does not make available special procedures in CREST for any particular message. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In connection with this, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timing.

 

 

9    Unilever Chairman’s Letter and Notice of Meeting 2020


Notes to the Notice of Meeting 2020 continued

 

 

13.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

 

14.

Any or all joint holders of shares may attend the General Meeting, although only one holder may vote in person or by Proxy. In the case of joint holders, where more than one of the joint holders purports to appoint a Proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company’s register of members in respect of the joint holding (the first-named being the most senior).

 

15.

If 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 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.

 

16.

Any person to whom this Notice of Meeting is sent who is a person nominated under Section 146 of the Companies Act 2006 to enjoy information rights (a ‘Nominated Person’) may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a Proxy for the General Meeting. If a Nominated Person has no such Proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights. The statement of the rights of shareholders in relation to the appointment of Proxies in paragraphs 2 and 3 above does not apply to Nominated Persons. The rights described in those paragraphs can only be exercised by shareholders of the Company.

 

17.

The Company specifies that only those shareholders registered in the register of members of the Company at close of business on 27 April 2020 shall be entitled to attend or vote at the General Meeting in respect of the number of shares registered in their name at that time. Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the General Meeting. If the General Meeting is adjourned, only shareholders entered on the Company’s register of members not later than 48 hours before the time fixed for the adjourned meeting shall be entitled to attend and vote at the meeting.

 

18.

Voting on the resolutions will be conducted by way of a poll rather than on a show of hands. This is a more transparent method of voting as shareholder votes are to be counted according to the number of shares held. This will ensure an exact and definitive result.

19.

Any corporation which is a shareholder can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a shareholder provided that they do not do so in relation to the same shares.

 

20.

Under Section 527 of the Companies Act 2006 shareholders meeting the threshold requirements set out in that Section have the right to require the Company to publish on a website a statement setting out any matter relating to:

 

  a

the audit of the Company’s accounts (including the auditor’s report and the conduct of the audit) that are to be laid before the General Meeting; or

 

  b

any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with Section 437 of the Companies Act 2006.

 

21.

The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with Sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under Section 527 of the Companies Act 2006, it must forward the statement to the Company’s auditor no later than the time when it makes the statement available on the website. The business which may be dealt with at the General Meeting includes any statement that the Company has been required under Section 527 of the Companies Act 2006 to publish on a website.

 

22.

Any shareholder attending the meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if:

 

  a

to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information;

 

  b

the answer has already been given on a website in the form of an answer to a question; or

 

  c

it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

 

23.

A copy of this notice, and other information required by Section 311A of the Companies Act 2006, can be found at www.unilever.com/agm.

ROUTE DESCRIPTION

The QEII Centre is in close proximity to Westminster and St James’s Park underground stations, both within walking distance.

 

 

Unilever Chairman’s Letter and Notice of Meeting 2020    10


Unilever N.V.

 

Head Office and

Registered Office

Weena 455, PO Box 760

3000 DK Rotterdam

The Netherlands

T +31 (0)10 217 4000

 

Commercial Register

Number: 24051830

  

Unilever PLC

 

Head Office

100 Victoria Embankment

London EC4Y 0DY

United Kingdom

T +44 (0)20 7822 5252

 

Registered Office

Unilever PLC

Port Sunlight

Wirral

Merseyside CH62 4ZD

United Kingdom

 

Registered in England

and Wales

Company Number: 41424

     

For further information about

Unilever please visit our website:

 

www.unilever.com

 

    

 

LOGO

 

 

 

LOGO

 

 

 

LOGO

Exhibit 99.2

 

LOGO

 

Attendance card      LOGO
Annual General Meeting   

At 2.30pm on Wednesday 29 April 2020.

QEII Centre, Broad Sanctuary,

Westminster, London SW1P 3EE.

  

If you attend the Annual General Meeting

please sign this card and hand it in on arrival.

Please read the attendance notes overleaf.

 

 

Signature                     SRN:

 

                     

 

 

Notice of availability – Annual Report and Accounts 2019

 

Important – please read carefully

 

You can now access the Unilever Annual Report and Accounts 2019 by visiting the website: www.unilever.com/ara.

 

Would you like to receive electronic communications in the future?

Help us to make a valuable contribution to the environment. If you do register, Unilever will, on your behalf, donate £1 to the Woodland Trust.

   LOGO

You can do this by either:

 

1.  Registering your email address at www.investorcentre.co.uk/etreeuk/unilever. You will need your personal Shareholder Reference Number (SRN) which can be found below. It is simple to register and will only take a few minutes.

 

or

 

2.  Supply your email address below and return this form in the reply-paid envelope provided.

  

 

LOGO

 

EXT0214

 

SRN:

  

•  Unilever reserves the right to send shareholder communications in hard copy form in addition to, or instead of, electronic form in situations where it is aware of the failure in delivery of an electronic communication, or at any time.

•  Unilever’s obligation is satisfied when it transmits an electronic message and it cannot be held responsible for a failure in transmission beyond its control.

 

LOGO

 


LOGO

Annual General Meeting of Unilever PLC: Proxy Form for voting

When you have completed and signed this form, please return it to Computershare in the enclosed envelope. No stamp is required if you are resident in the UK. To be valid, this form must be signed and received by no later than 2.30pm on Monday 27 April 2020.

For further information on completing your Proxy Form, including how to send it using the internet, see the reverse.

Please complete using black ink as this form will be scanned.

I/We, the undersigned, being a shareholder/shareholders of Unilever PLC, hereby appoint the Chairman of the Annual General Meeting or the following person

 

*   **   

 

Please put an ‘X’ in this box to indicate that this Proxy  

appointment is one of multiple appointments being made.  

   

* Please leave this box blank if you have selected the Chairman. Do not insert your own name(s).

** For the appointment of more than one Proxy, please refer to question 3 overleaf.

as my/our Proxy to attend and, if a poll is called, to vote on my/our behalf at the Annual General Meeting of the Company to be held at 2.30pm on Wednesday 29 April 2020 and at any adjournments of that Meeting. I/We direct that my/our vote(s) be cast or withheld on the Resolutions as set out in the Notice of Annual General Meeting as indicated by an ‘X’ in the appropriate box below and, in respect of any Resolutions where no such indication is made and/or on any other business which may properly come before the Annual General Meeting, in such manner as my/our Proxy thinks fit.

Resolutions

Please indicate your voting instructions to your Proxy with an ‘X’ in the appropriate box below.

 

  For   Against  

Vote

withheld

     For   Against  

Vote

withheld

1.  To receive the Report and Accounts for the year ended 31 December 2019

  LOGO   LOGO   LOGO   

14.  To re-elect Mr F Sijbesma as a Non-Executive Director

  LOGO   LOGO   LOGO

2.  To approve the Directors’ Remuneration Report

  LOGO   LOGO   LOGO   

15.  To reappoint KPMG LLP as Auditors of the Company

  LOGO   LOGO   LOGO

3.  To re-elect Mr N Andersen as a Non-Executive Director

  LOGO   LOGO   LOGO   

16.  To authorise the Directors to fix the remuneration of the Auditors

  LOGO   LOGO   LOGO

4.  To re-elect Mrs L Cha as a Non-Executive Director

  LOGO   LOGO   LOGO   

17.  To authorise Political Donations and expenditure

  LOGO   LOGO   LOGO

5.  To re-elect Mr V Colao as a Non-Executive Director

  LOGO   LOGO   LOGO   

18.  To renew the authority to Directors to issue shares

  LOGO   LOGO   LOGO

6.  To re-elect Dr J Hartmann as a Non-Executive Director

  LOGO   LOGO   LOGO   

19.  To renew the authority to Directors to disapply pre-emption rights

  LOGO   LOGO   LOGO

7.  To re-elect Mr A Jope as an Executive Director

  LOGO   LOGO   LOGO   

20.  To renew the authority to Directors to disapply pre-emption rights for the purposes of acquisitions or capital investments

  LOGO   LOGO   LOGO

8.  To re-elect Ms A Jung as a Non-Executive Director

  LOGO   LOGO   LOGO

9.  To re-elect Ms S Kilsby as a Non-Executive Director

  LOGO   LOGO   LOGO   

21.  To renew the authority to the Company to purchase its own shares

  LOGO   LOGO   LOGO

10.  To re-elect Mr S Masiyiwa as a Non-Executive Director

  LOGO   LOGO   LOGO   

22.  To shorten the notice period for General Meetings

  LOGO   LOGO   LOGO

11.  To re-elect Professor Y Moon as a Non-Executive Director

  LOGO   LOGO   LOGO         

12.  To re-elect Mr G Pitkethly as an Executive Director

  LOGO   LOGO   LOGO         

13.  To re-elect Mr J Rishton as a Non-Executive Director

  LOGO   LOGO   LOGO         

A ‘Vote withheld’ is not a vote in law and will not be counted in the calculation of the proportion of the votes ‘For’ and ‘Against’ a Resolution.

 

Go online! Turn over to find out how to send your Proxy voting instructions electronically. Institutional investors: see overleaf for details of CREST Proxy voting.      Please put an ‘X’ in this box if signing on behalf of the shareholder under Power of Attorney or other authority.    
EXT0214      Note: please do not use this form for changes of address or other matters relating to your shareholding.  
  
Signature          
PIN:                     SRN:   
Date     

 

2020

 

CONTROL NUMBER: 916257   

 

LOGO    Kindly note: This form is issued only to the addressee(s) and is specific to the class of security and the unique designated account printed hereon. This personalised form is not transferable between different (i) account holders (ii) classes of security or (iii) uniquely designated accounts. Unilever PLC and Computershare accept no liability for any instruction that does not comply with these conditions.    LOGO


COMPLETING YOUR PROXY FORM FOR THE ANNUAL GENERAL MEETING:

QUESTIONS AND ANSWERS

 

1.

I am planning to attend the AGM. Do I need to complete the Proxy Form or bring it with me?

No. Please bring the attached Attendance Card with you, as this is necessary for your admission to the AGM. If you do not bring the Attendance Card with you then proof of ID will be required for you to gain admittance to the AGM.

 

2.

I am unable to come to the AGM and would like someone else to attend in my place. What do I do?

Please enter the name of the person you would like to attend the AGM in your place (your ‘Proxy’) in the space provided on the form, sign and date the form, and return it to Computershare in the envelope provided, to arrive with them no later than 2.30pm on Monday 27 April 2020. Should you want the chairman of the meeting to be your proxy you need not enter their name. If the Proxy is being appointed in relation to part of your holding only, please enter in the box next to the Proxy’s name the number of shares in relation to which they are authorised to act as your Proxy. If this box is left blank they will be authorised in respect of your full voting entitlement. Your Proxy does not have to be a shareholder of the Company. You may appoint more than one Proxy if you wish, and for further information please see question 3.

 

3.

How do I appoint more than one Proxy?

You may appoint more than one Proxy in relation to your shareholding provided that each Proxy is appointed to exercise the rights attached to a different share or shares. To do this you must complete a separate form for each Proxy. You can either copy this form, or obtain additional copies from Computershare on 0370 600 3977. Please indicate the Proxy’s name in the space provided and state the number of shares for which you are authorising them to act on your behalf in the box to the right of their name. Please also remember to put an ‘X’ in the box to the right to make clear that the appointment is one of a multiple and return all of the Proxy appointments together in the same envelope.

 

4.

Can I tell my Proxy how they should cast my votes?

As a shareholder, you are entitled to appoint a Proxy (who need not be a shareholder) to exercise all or any of your rights to attend, speak and vote at a general meeting. If you wish your Proxy to vote in a particular way or withhold a vote, please put an ‘X’ in the appropriate ‘For’, ‘Against’ or ‘Vote withheld’ box for each Resolution.

 

5.

What if I do not give my Proxy instructions on how to vote?

You should note that if you do not give any voting instructions in relation to a Resolution, your Proxy will have authority to vote or to withhold a vote on that Resolution as he/she thinks fit. A Proxy will also have authority to vote or to withhold a vote on any other business (including amendments to Resolutions) which properly comes before the AGM, as he/she thinks fit.

 

6.

What is the effect of a ‘Vote withheld’ instruction?

If you wish to have the fact that you prefer not to vote on a Resolution recorded, you should instruct your Proxy to withhold such vote. A ’Vote withheld’ is not a vote in law and will not be counted in the calculation of the proportion of votes ‘For’ and ‘Against’ the relevant Resolution.

 

7.

I am unable to attend the AGM or to send someone else in my place. Can I still cast my votes?

Yes. The Proxy Form provides for you to appoint the Chairman of the AGM as your Proxy. Just leave the space blank, and sign and return the form, as in 2 above. You can either indicate your voting instructions (see 4 above), or allow the Chairman to vote at his discretion. Your vote will then be counted in the event of a poll on any of the Resolutions.

 

8.

Must I cast all my votes in one way?

No. An ‘X’ in the box will indicate that your total holding should be voted in one way. However, if you wish to vote on a Resolution with some shares ‘For’, some shares ‘Against’ and register a ’Vote withheld’ with others, please write the appropriate number of shares in each box.

9.

We are registered as joint holders of the shares. What happens?

Any or all joint holders may attend the AGM, although only one holder may vote in person or by Proxy. Only one holder need sign the Proxy Form. If more than one holder is present at the AGM, or if more than one Proxy Form is received in respect of a joint holding, only the vote or ’Vote withheld’ of the ‘senior’ holder will be accepted. Seniority is determined by the order in which the joint holders’ names appear on the Register of Shareholders.

 

10.

Can I change my proxy appointment?

Yes. 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 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.

 

11.

I may be able to come to the AGM at the last minute. What happens if I have already appointed a proxy?

You are still entitled to attend the AGM and vote in person. Any instructions given to your Proxy will then be ineffective.

 

12.

I am completing and signing the Proxy Form on behalf of the shareholder under a power of Attorney (or other authority). What should I do?

Please put an ‘X’ where requested in the relevant box next to your signature on the Proxy Form. When you return the Proxy Form, you must include the Power of Attorney or authority, or a copy certified by a notary. Certified copies will not be returned to you.

 

13.

The registered shareholder is a limited company. How does it appoint a Proxy?

In the case of a shareholder which is a company, the Proxy Form must be executed either (i) under its common seal or (ii) signed on its behalf by an attorney or officer duly authorised. All signatories must state their capacity (eg director, secretary). Alternatively, the company may appoint an individual or individuals to attend the AGM as its corporate representative(s) who may exercise on its behalf all of its powers as a shareholder provided that they do not do so in relation to the same shares, by providing a letter to that effect, duly signed by an authorised officer of the company.

 

14.

I have recently sold/am planning to sell my shares. What is the cut-off date for attending the AGM?

You are entitled to attend and vote at the AGM, or to appoint a Proxy, in respect of the number of shares registered in your name in the Register of Shareholders as at 8.00pm on Monday 27 April 2020. Any changes to the Register of Shareholders after that time are disregarded for the purposes of the AGM.

 

15.

I hold my shares in crest. How may I appoint a Proxy?

If you are a user of the CREST system (including a CREST Personal Shareholder), you may appoint one or more Proxies or give an instruction to a Proxy by having an appropriate CREST message transmitted. To appoint a Proxy or to give an instruction to a Proxy (whether previously appointed or otherwise) via the CREST system, the CREST message must be received by the issuer’s agent (ID number 3RA50) no later than 2.30pm on Monday 27 April 2020. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer’s agent is able to retrieve the message. CREST Personal Shareholders or other CREST sponsored shareholders should contact their CREST sponsor for assistance with appointing Proxies via CREST. For further information on CREST procedures, limitations and systems timings please refer to the CREST Manual. The Company may treat as invalid a Proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

 


Notes: attendance at the Annual General Meeting

 

   If you are attending the Annual General Meeting please sign this card, bring it with you and hand it in on arrival. It is necessary for your admission to the Meeting. If you do not bring this card with you then proof of ID will be required for you to gain admittance to the Meeting.

       LOGO

   For your safety and security, there may be checks and bag searches of those attending the Annual General Meeting. We recommend you arrive a little early to allow time for these procedures.

   Refreshments will be available from 1.30pm. Please be reminded that big bags will not be allowed into the Meeting. Cameras, recording equipment and other items which might interfere with the good order of the Meeting will not be permitted in the hall.

   The venue offers access for disabled shareholders and a loop system for the hearing impaired. If you have any special access requirements please contact our AGM helpdesk in advance on 020 7822 5500.

   The QEII Centre is in close proximity to Westminster and St James’s Park underground stations, both within walking distance.

   For information on travelling to the venue, you will find up-to-date information on our website at www.unilever.com/agm

 

Be a greener shareholder

 

If you receive shareholder communications by post, you can do your bit for the environment by reading our Annual Report and Accounts online and choosing to receive your Proxy Form voting instructions via email and voting electronically, rather than having mailed paper versions.

It certainly makes environmental sense. Visit www.unilever.com/shareholderservices and select the information by email option.

 

 

LOGO

  

Go online! How to send your proxy voting instruction electronically

 

Unilever is committed to electronic communications and we are pleased to be able to offer our shareholders the opportunity to submit their Proxy Forms using the internet. Even though you have received paper versions of your Proxy Forms, you can still complete and submit electronic versions to the Registrars.

 

What you need to do: just log on to www.unilever.com/agm and select the electronic voting option. To do this, you will need your Shareholder Reference Number (SRN) and five-digit PIN and six-digit Control Number, all of which are shown on the front of this Proxy Form. Then just follow the instructions.

 

Institutional investors: voting via crest

 

This year the deadline for voting via the CREST voting system is 2.30pm on Monday 27 April 2020.