You are about to enter a page with details about the simplification of Unilever’s corporate structure. This information is for shareholders of Unilever PLC and Unilever N.V. Please read the following disclaimer.
Reorganisation of Unilever PLC and Unilever N.V. and their respective group companies (together, “Unilever”) under a new holding company, Unilever International Holdings N.V. (“New NV”) (“Simplification”)
You are attempting to enter the webpage which is designated for the publication of electronic versions of materials relating to Simplification
Access to the following webpage may be restricted under securities laws in certain jurisdictions. This notice requires you, as a Unilever shareholder, to confirm certain matters (including that you are not resident in such a jurisdiction), before you may obtain access to the following webpage.
This webpage is not directed at, and is not intended to be accessible by, persons resident in any jurisdiction where to do so would constitute a violation of the relevant laws of that jurisdiction or would result in a requirement to comply with consent or other formality which Unilever regards as unduly onerous.
Electronic versions of the materials you are seeking to access are being made available on this webpage by Unilever in good faith and for information purposes only. These materials do not constitute, nor form part of, an offer, recommendation or invitation to sell or the solicitation of an offer, invitation or recommendation to buy, subscribe to or invest in any securities. These materials have been published for information purposes only and are subject to change. No person should act or rely on the information provided. In particular, these materials are not an offer of securities for sale into the United States. No offering of securities shall be made in the United States except pursuant to registration under the US Securities Act of 1933 (the “Securities Act”), or an exemption therefrom.
Please read this notice carefully – it applies to all persons who view the following webpage and, depending upon who you are and where you live, it may affect your rights. This notice and the information contained herein may be altered or updated from time to time and should be read in full carefully each time you visit this part of the website. In addition, the contents of the following webpage may be amended at any time, in whole or in part, at our sole discretion.
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New NV has issued a prospectus in connection with the proposed admission of New NV’s ordinary shares to (i) listing and trading on Euronext in Amsterdam (ii) the Official List of the United Kingdom Listing Authority and (iii) trading on the Main Market of the London Stock Exchange (the "EU Prospectus"). The EU Prospectus is approved by the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) and has been passported to the United Kingdom. The EU Prospectus is available at the following webpage and at Unilever PLC's and Unilever N.V.'s offices at no cost. It may be unlawful to distribute the EU Prospectus in certain jurisdictions.
In connection with Simplification, New NV has filed a registration statement on Form F-4 with the Securities Exchange Commission in the United States (the "SEC"), which includes a prospectus (the "US Prospectus") with respect to to the legal merger of one of its subsidiaries with Unilever N.V. (the “Proposed Merger”) and Simplification. The US Prospectus is incorporated in the EU Prospectus by reference. The US Prospectus will be delivered to shareholders of Unilever N.V. with a registered address in the United States and holders of Unilever N.V. New York registry shares.
New NV also expects to issue ordinary shares to security holders of Unilever PLC pursuant to a UK scheme of arrangement under Part 26 of the Companies Act 2006 (the “Proposed Scheme”) in reliance upon the exemption from the registration requirements of the Securities Act provided by section 3(a)(10) for which it will not file a registration statement. Unilever PLC has sent or otherwise disseminated a scheme circular (the "Scheme Circular") and other relevant documents with respect to the Proposed Scheme and Simplification to security holders of Unilever PLC.
Shareholders and security holders of Unilever N.V. and Unilever PLC are urged to read the EU Prospectus and US Prospectus regarding the Simplification and other relevant documents carefully and in its entirety, including the exhibits thereto, any documents previously filed with the SEC and any documents incorporated by reference into the EU Prospectus or the US Prospectus as well as any amendments or supplements to those documents, because these documents contain important information about Unilever, the Proposed Merger, the Proposed Scheme and Simplification.
Shareholders and security holders of Unilever PLC are advised to read the Scheme Circular and other relevant documents regarding the Proposed Scheme and Simplification carefully and in their entirety, as well as any amendments or supplements to those documents, because these documents contain important information about Unilever, the Proposed Scheme and Simplification.
Shareholders and security holders may obtain the EU Prospectus, US Prospectus and the Scheme Circular, without charge, from the following webpage. Shareholders and security holders may also obtain the EU Prospectus, US Prospectus and Scheme Document, without charge, at the offices of Unilever N.V. (Weena 455, Rotterdam) or may obtain the Scheme Document or EU Prospectus by contacting Computershare on the Shareholder Helpline on 0370 600 3977 if calling from the UK or +44 370 600 3977 if calling from outside the UK. The helpline is open between 8.30 a.m. and 5.30 p.m., Monday to Friday (excluding public holidays in England and Wales).
Basis of access
The release, publication or distribution of these materials and other materials related to Simplification in certain jurisdictions may be restricted by law or regulation and therefore persons in such jurisdictions into which these materials are released, published or distributed should inform themselves about and observe such restrictions. If you are not permitted to view materials on the following webpage or are in any doubt as to whether you are permitted to view these materials, please exit this webpage and seek independent advice. Neither Unilever nor any of its advisers assumes any responsibility for any violation by any person of any of these restrictions.
Any person seeking access to the following webpage represents and warrants to Unilever that they are doing so for informational purposes only. Making press announcements and other documents available in electronic format does not constitute an offer to sell, nor the solicitation of an offer or invitation to buy or invest in, securities in New NV or any other entity.
In relation to any document or information contained in the following webpage, the only responsibility accepted by the directors of Unilever is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise. Neither the directors of Unilever, nor any of its affiliated companies, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to this webpage by a third party.
The materials (including information incorporated by reference) on the following webpage may contain statements which constitute "forward-looking statements" about Unilever. Such statements include, but are not limited to, statements with regard to the outcome of the Proposed Merger, the Proposed Scheme and Simplification, any statements about potential benefits or costs, statements regarding plans, objectives and expectations with respect to future operations, events and/or performance and all other statements other than historical facts. Forward-looking statements may be (but are not necessarily) identified by the use of phrases such as "will", "intend", "estimate", "expect", "anticipate", "believe", "envisage" and similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and may be outside Unilever’s control. Actual results and developments may differ materially from those expressed or implied in such statements because of a number of factors. Forward-looking statements should, therefore, be construed in light of such risk factors and undue reliance should not be placed on forward-looking statements.
Other than in accordance with their legal and regulatory obligations (including, in the case of Unilever PLC, under the UK Listing Rules and the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority, and in the case of New NV and Unilever N.V., under the Dutch Financial Supervision Act (Wet op het financieel toezicht)), New NV, Unilever PLC and Unilever N.V. are not under any obligation and each of New NV, Unilever PLC and Unilever N.V. expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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