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NV shares & NV New York registry shares

Unilever N.V.’s share capital comprises four different classes of shares, being ordinary shares, special ordinary shares, 6% cumulative preference shares and 7% cumulative preference shares.

Ordinary shares

The majority (around 75%) of the ordinary shares are registered to an independent trust company, Stichting Administratiekantoor Unilever N.V. ("Foundation Unilever N.V. Trust Office"). The Foundation holds these shares in administration against the issuance of depositary receipts. The depositary receipts are listed on Euronext Amsterdam (ISIN NL0000009355).

Holders of depositary receipts enjoy all the economic benefits of the underlying shares such as receiving dividends. Holders of depositary receipts can exercise the governance rights attached to the underlying shares, such as attending and voting at the NV shareholders meeting or appointing a proxy to be represented at the shareholders meeting. Holders of depositary receipts can also give voting instructions as a result of which a representative will vote at the NV shareholders meeting in accordance with such instruction.

The Foundation Unilever N.V. Trust Office issues proxies to holders of depositary receipts that wish to attend a shareholders meeting or its representative in all circumstances and without limitation.

The Foundation Unilever N.V. Trust Office exercises the voting rights of those shares that are not represented at a shareholders meeting. In such a way as it deems to be in the interests of the holders of the depositary receipts. The Foundation Unilever N.V. Trust Office is not controlled by Unilever in any way. Holders of depositary receipts can under all circumstances exchange their depositary receipts for registered shares or New York Registry Shares.

Approximately 15% of NV's ordinary shares are traded on the New York Stock Exchange as NV New York Registry Shares (CUSIP 904784709) with the register being maintained by Deutsche Bank Trust Company Americas. The shares have a direct 1:1 relationship with the depositary receipts traded in Amsterdam and can be easily converted through liaison with Deutsche Bank. Deutsche Bank Shareholder Services: (6201 15th Avenue, Brooklyn, NY 11219  ; Email: DB@amstock.com; Toll-free number: +1 (800) 937-5449; Direct Dial: +1 718 921 8124).

Frequently asked questions

Can I convert my certificated NY registry shares into book-entry NY registry shares?

Yes, you can convert your NY Registry Shares held in certificated form into book-entry NY Registry Shares by mailing your certificates to DBTCA, c/o American Stock Transfer & Trust Co LLC, 6201 15th Avenue, Brooklyn, NY 11219, Att/ ADR Services together with a letter of instruction.  The certificates representing your NY Registry Shares should not be endorsed. 

Certificates should be sent to DBTCA at the address below by registered mail with return receipt requested and insured for 3% of the market value, with a minimum of $50.00.  This amount represents the replacement cost that will be charged to you if your certificates are lost in transit to DBTCA.  Send your certificates to DBTCA, c/o American Stock Transfer & Trust Co LLC, 6201 15th Avenue, Brooklyn, NY 11219, Att/ ADR Services.

Does holding NY registry shares in book-entry have an effect on my dividends?

No.  Your dividends will not be affected by holding NY Registry Shares in book-entry form, whether your account is set-up for dividends to be reinvested under the Deutsche Bank Global Direct Investor Services Program or paid to you by check or by direct deposit.

You may enroll to receive your dividends via direct deposit online by accessing the website of our agent, American Stock Transfer & Trust Company at www.amstock.com(Link opens in a new window), and selecting “Account Access and General Information” from the sub-menu and then selecting “Account Access” from the next sub-menu.

You will be prompted to enter your ten digit account number (provided to you on your account statement) and your social security number (or PIN, if you do not have a social security number). You can generate a PIN under either of these options.

Once you have accessed your account, select   "Receive dividends via direct deposit".

When will I receive statements?

You will receive a statement or confirmation detailing any activity affecting your book-entry NY Registry Shares shortly after a transaction has taken place.  You may also receive statements at other points in time.  Plus, you can contact DBTCA customer service and request a statement at any time.  It is important to keep your statements for tax purposes.

How do I transfer ownership of my book-entry NY registry shares?

The requirements for transferring ownership of book-entry NY Registry Shares are the same as for certificated NY Registry Shares.  In order to complete a transfer, you must submit written instructions and proper documentation, along with a Medallion Guarantee.  For more information, or to request a Transfer of Ownership Form, please call DBTCA customer service at the number appearing on your statement.

Is it possible to move NY registry shares from my broker to a book-entry account at DBTCA?

Yes. Your broker can move NY Registry Shares electronically from your brokerage account to either a new or an existing account at DBTCA.  Please contact your broker for more information.

Can I get a certificate for my NY registry shares?

Yes, you can request a certificate for all or a portion of your whole NY Registry Shares by sending a written request to DBTCA, c/o American Stock Transfer & Trust Co LLC, 6201 15th Avenue, Brooklyn, NY 11219, Att: ADR Services, or by accessing your account online at www.amstock.com(Link opens in a new window), select “Account Access and General Information” from the sub-menu, and then “Account Access” from the next sub-menu.

You will be prompted to enter your ten digit account number (provided to you on your account statement) and your social security number (or PIN, if you do not have a social security number). You can generate a PIN under either of these options.

Once you have accessed your account you may submit a request to receive a certificate.

If you choose to have a certificate issued for all of your book-entry NY Registry Shares, any fractional NY Registry Share you may own at that time, including fractional shares held under the Deutsche Bank Global Direct Investor Services Program, will be sold and you will receive a check for the sale proceeds of that fractional NY Registry Share less any applicable fees as noted below.  DBTCA recommends that your certificates be placed in a safety deposit box in a secure financial institution.

If the certificates are accidentally lost, there is a surety bond fee of 3% of the current market value as of the time the NY Registry Shares are reported lost, or a minimum $50.00 flat fee, for NY Registry Shares with market value under $1,000.  If you are planning to sell your NY Registry Shares, DBTCA offers the sales facility as noted below.

Can I sell my book-entry NY registry shares through DBTCA?

Yes, you can request the sale of all or a portion of your book-entry NY Registry Shares through DBTCA by sending a written request to DBTCA. A service fee of $15 plus a processing fee, currently at $0.12 per each whole NY Registry Share and fraction sold, will be charged for each sale.

The processing fee will include any applicable brokerage commissions DBTCA is required to pay.  The fees will be deducted from the sale proceeds and a check for the net proceeds will be mailed to you. Sales orders will be processed in accordance with the "Terms and Conditions" described on the following page.

Any account with an uncertified U.S. Social Security Number or U.S. Taxpayer Identification Number will be subject to backup withholding.

How do I deliver my book-entry NY registry shares to my broker?

Your book-entry NY Registry Shares can be moved to your brokerage account electronically through the DRS.  If your broker does not participate in the DRS, you will have to request physical certificates, and then deliver the physical certificates to your broker.  If your broker does participate in the DRS, you will need to supply your broker with specific information about your book-entry account at DBTCA in order for your broker to move your NY Registry Shares.  The information you will need is printed on your statement.  Please contact your broker for more information.

Can I still sell NY registry shares through my broker?

Yes, you can still sell NY Registry Shares through your broker.  First, your NY Registry Shares must be delivered to your broker.  Please read the instructions immediately above to move NY Registry Shares to your broker.

Whom should I contact if I have additional questions?

If you have any additional questions on your book-entry NY Registry Shares or require other assistance, please call DBTCA at the number appearing on your statement.

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