Unification of Unilever’s legal structure – shareholder documents DISCLAIMER – IMPORTANT Unification of Unilever PLC and Unilever N.V. and their respective group companies (together, “Unilever”) under a single parent company, Unilever PLC (“Unification”)
You are attempting to enter the webpage which is designated for the publication of electronic versions of materials relating to Unification.
ACCESS TO THE FOLLOWING WEBPAGE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU 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, nor shall there be any sale of securities in any jurisdiction. 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, the materials on this webpage 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. In connection with Unification, Unilever PLC expects to issue ordinary shares (including ordinary shares represented by American Depositary Shares) to security holders of Unilever N.V. in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereof. Unification has not been and will not be approved or disapproved by the SEC, nor has the SEC or any US state securities commission passed upon the merits or fairness of Unification. Any representation to the contrary is a criminal offence in the United States.
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.
Access to the webpage
To allow you to view the following webpage, you must read this notice in its entirety and then click “CONFIRM”. If you are unable to confirm you must click “DECLINE”.
In connection with Unification, Unilever PLC and Unilever N.V. have published a shareholder circular (the “
Shareholder Circular”) with respect to their cross-border merger (the “ Proposed Cross-Border Merger”) and the Unification proposal. Unilever PLC has published a prospectus in connection with the proposed admission of (i) new PLC ordinary shares to listing on the premium listing segment of the Official List of the UK Financial Conduct Authority and to trading on the Main Market of the London Stock Exchange and (ii) the PLC ordinary shares, including the new PLC ordinary shares, to listing and trading on Euronext in Amsterdam, a regulated market operated by Euronext Amsterdam N.V. (the “ Prospectus”), which has been approved by the UK Financial Conduct Authority and passported to the Netherlands. The Prospectus (including information incorporated by reference therein) contains detailed information about Unilever and its management, as well as financial statements and other financial data.
SHAREHOLDERS AND SECURITY HOLDERS OF UNILEVER PLC AND UNILEVER N.V. ARE ADVISED TO READ THE PROSPECTUS, SHAREHOLDER CIRCULAR AND OTHER RELEVANT DOCUMENTS REGARDING THE PROPOSED CROSS-BORDER MERGER AND THE UNIFICATION CAREFULLY AND IN THEIR ENTIRETY, INCLUDING THE EXHIBITS THERETO AND INFORMATION INCORPORATED BY REFERENCE THEREIN, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT UNILEVER, THE PROPOSED CROSS-BORDER MERGER AND UNIFICATION.
Shareholders are able to obtain the Prospectus and the Shareholder Circular, without charge, from the following webpage.
Basis of access
The release, publication or distribution of these materials and other materials related to Unification 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 PLC and to Unilever N.V. 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 Unilever PLC or Unilever N.V. 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 PLC and Unilever N.V. 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 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” or “ Unilever”). 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. A number of these risks have increased as a result of the current COVID-19 pandemic. 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. 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 (the “
SEC”), including in the Annual Report on Form 20-F 2019 and the Unilever Annual Report and Accounts 2019.
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 Unilever N.V., under the Dutch Financial Supervision Act (Wet op het financieel toezicht)), Unilever PLC and Unilever N.V. are not under any obligation and each of 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.
Confirmation of understanding and acceptance of disclaimer
Electronic versions of these materials are not directed at, nor accessible by, persons located in jurisdiction where to do so would be unlawful. Accordingly, you may only access the following webpage if you are able to provide the below confirmations. If you are resident or located in any jurisdiction where to access these materials would be unlawful, you must click on the relevant box below in order to exit the webpage.
In order to view the materials on the following webpage, please click on the “CONFIRM” box below. By clicking on the “CONFIRM” box below, you are making the following confirmations:
(i) I have read and understood the notice set out above and agree to be bound by its terms.
(ii) I certify that I am a resident of or located in a jurisdiction into which the distribution of the materials on the following webpage does not constitute a violation of the relevant laws of such jurisdiction and I am not acting on behalf of someone who is resident or located in a restricted jurisdiction.
(iii) I agree that I will not copy, forward, transfer or distribute (by any means including by electronic transmission) any documents included in the following webpage either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation.
(iv) I represent and warrant to Unilever that I intend to access the following webpage for information purposes only, that I have read and understood the notice set out above and that I understand that it may affect my rights or responsibilities.
If you are not able to give these confirmations (as applicable), we cannot provide you with the materials on the following webpage and you should click on the “DECLINE” box below.