Statement from the Board of Unilever
The Unilever Board has withdrawn its proposal to simplify Unilever’s dual-headed legal structure.
In developing the proposal, the Board was guided by the opportunity to unlock value for our shareholders by creating a stronger, simpler and more competitive Unilever that is better positioned for long-term success.
We have had an extensive period of engagement with shareholders and have received widespread support for the principle behind simplification. However, we recognise that the proposal has not received support from a significant group of shareholders and therefore consider it appropriate to withdraw.
Marijn Dekkers, Chairman, said: “Unilever has built a long track record of consistent and competitive performance. The Board continues to believe that simplifying our dual-headed structure would, over time, provide opportunities to further accelerate value creation and serve the best long-term interests of Unilever.
“The Board will now consider its next steps and will continue to engage with our shareholders. We will proceed with the plan to cancel the NV preference shares, further strengthening our corporate governance.”
Unilever PLC refers to the Notice of PLC Court Meeting and Notice of PLC Extraordinary General Meeting each dated 11 September 2018 in connection with simplification. Following the Board’s decision to withdraw the simplification proposal, the Board will adjourn these shareholder meetings indefinitely.
Accordingly, the PLC Court Meeting and the PLC Extraordinary General Meeting convened for 11.00 a.m. and 11.10 a.m. (BST) respectively on 26 October 2018 will be held solely for the purpose of adjournment, and shareholders are therefore advised not to attend as no other business will be conducted at these meetings.
Unilever N.V. refers to the Notice of Extraordinary General Meeting for Unilever N.V. dated 11 September 2018 in connection with simplification and the shareholder meeting to be held at 11.30 a.m. (CET) on 25 October 2018. Following the Board’s decision to withdraw the simplification proposal, it has decided that it will cancel this shareholder meeting and therefore shareholders should not attend.
In addition, the board of the Unilever N.V. Trust Office has decided to cancel the meeting of depositary receipt holders to be held at 10.30 a.m. (CET) on 25 October 2018.
Shareholders should take no further action in relation to voting or forms of proxy in relation to any of these meetings.
No changes will be made to the existing structure of our debt securities and more specifically, the contingent proposals to hive up our European Debt Issuance Programme, passed by our bondholders in June, will not be implemented.
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Where relevant, these actions are subject to the appropriate consultations and approvals.
This announcement 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; inability to find sustainable solutions to support long-term growth; the effect of climate change on Unilever's business; customer relationships; the recruitment and retention of talented employees; disruptions in our supply chain; the cost of raw materials and commodities; the production of safe and high quality products; secure and reliable IT infrastructure; successful execution of acquisitions, divestitures and business transformation projects; economic 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 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. 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 in the Annual Report on Form 20-F 2017 and the Unilever Annual Report and Accounts 2017.
This notification is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. It is not an advertisement and not a prospectus for the purposes of Directive 2003/71/EC, as amended. This notification is 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, or an exemption therefrom.