Cancellation of Unilever NV Preference Shares and Depositary Receipts

Public offer by Unilever PLC for all preference shares in Unilever N.V.

In 2017 and 2018, Unilever Corporate Holdings Nederland B.V., a wholly-owned (indirect) subsidiary of Unilever PLC, successfully completed the public offer, acquisition and delisting of (the depositary receipts of) all 6% and 7% cumulative preference (sub)shares (together the "Preference Shares") in the share capital of Unilever N.V. Subsequently, the Preference Shares were cancelled on 6 February 2019.

In November 2020, the Unilever Group completed the unification of its legal structure under a single parent company, Unilever PLC, and Unilever N.V. ceased to exist.

NV trust office to terminate Unilever NV depositary receipt structure


Background

The NV Trust Office and the associated depositary receipt structure were originally put in place for the interests of ordinary NV shareholders, primarily to counterbalance the disproportionate voting rights of the existing NV preference shares. In 2018, Unilever bought back the preference shares, and these were subsequently cancelled. This has removed the primary reason for the depositary receipt structure of Unilever NV.

Holders of bearer certificates, are referred to www.administratiekantoor-unilever.nl for more information as well as the information set out below.

Holders of Bearer Certificates

On 27 June 2019, Unilever announced that the board of the NV Trust Office has resolved to terminate the former depositary receipt holder structure of Unilever NV. At the time of the announcement, a limited number of depositary receipts ("Non-Book Entry DRs") are outstanding in respect of which the bearer certificates (the “Bearer Certificates”) issued by N.V. Nederlandsch Administratie- en Trustkantoor, the predecessor of the NV Trust Office, have not been handed in.

In accordance with articles 5 and 13 of the trust conditions of the NV Trust Office, during a period of two years after the date of the announcement (i.e. through 27 June 2021) holders of Bearer Certificates may cancel their Non-Book Entry DRs by exchanging their Bearer Certificates for Unilever PLC ordinary shares, free of charge. With such exchange, the holders will also receive an amount equal to any dividends paid on the relevant underlying former Unilever NV ordinary shares and/or underlying Unilever PLC ordinary shares in the five years previous to such exchange of the Bearer Certificates.

During the above-mentioned two year period in which exchange of Bearer Certificates can take place, the NV Trust Office shall not be dissolved and the trust conditions of the NV Trust Office will continue to have effect. Upon the expiry of such two year period, the NV Trust Office shall sell the Unilever PLC ordinary shares for which no Bearer Certificates have been submitted for exchange (the “Remaining PLC Shares”).

Any such sales shall be executed via trading on the relevant stock exchange and the proceeds thereof will be given in consignment (in consignatie) to the Dutch Ministry of Finance for the benefit of the relevant holders of Bearer Certificates. Holders of Bearer Certificates have thereafter no claim whatsoever towards the NV Trust Office. It should be noted that the aforesaid does also mean that as from the moment of consignment, any right to dividends paid on the underlying former Unilever NV ordinary shares and/or the underlying remaining PLC shares in the five years previous to the consignment, shall expire.

Unification

Please note that in November 2020, the Unilever Group completed the unification of its legal structure under a single parent company, Unilever PLC, and Unilever NV ceased to exist. On implementation of unification, the remaining NV ordinary shares held by the Trust Office were cancelled and new PLC ordinary shares were issued to the Trust Office on a one-for-one basis.

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