TMICC - Frequently asked questions

The Unilever Board believes that the separation of the Ice Cream Business is in the best interests of Unilever and its shareholders as a whole, to make Unilever a simpler, more focused company operating four Business Groups (i.e. Beauty & Wellbeing; Personal Care; Home Care; and Foods) with complementary operating models. The Ice Cream Business operates on the basis of a very distinct set of characteristics. It is a highly seasonal and capital intensive business. It also has a very different channel profile and operates with a supply chain geared to cold chain logistics.

This lack of complementarity with the rest of Unilever was becoming increasingly apparent, and so the Board concluded that the Ice Cream Business is more likely to thrive under a different ownership structure. As a global market leader in an attractive category — owning some of the world’s top ice cream brands — the Board is confident that the Ice Cream Business has a bright future and that Separation will set it up for even greater success.

Equally, the Board is clear that Separation is beneficial for Unilever. It will leave Unilever with a simpler, more focused business, better able to commit effort and resource behind brands and categories that enjoy complementary operating models — and where Unilever’s innovation, research & development and go-to-market capabilities can be more effectively leveraged.

Unilever anticipates that the Demerger will take place and TMICC Shares will be issued to Qualifying Shareholders and Qualifying ADS Holders on Saturday 8 November 2025, with the first day of trading in TMICC Shares expected to be Monday 10 November 2025. Please see Part I of the Demerger Circular for the expected timeline of principal events.

The Demerger is conditional on the receipt of certain regulatory approvals in connection with the admission of the TMICC Shares to listing in the Netherlands, the UK and the US, and to trading on each of Euronext Amsterdam, the London Stock Exchange (on the Equity Shares (Commercial Companies) category of the FCA’s Official List) and the New York Stock Exchange.

Unilever will also only proceed with the Demerger and approve the Demerger Dividend if the Unilever Board believes that the Demerger continues to be in the best interests of Unilever and its shareholders.

The approval of Unilever Shareholders is not required for the Demerger. The General Meeting is being held to approve the Share Consolidation and related matters.

TMICC is seeking admission to trading of TMICC Shares on Euronext Amsterdam, the London Stock Exchange and the New York Stock Exchange. This will ensure that Qualifying Shareholders and Qualifying ADS Holders will be able to hold and trade their TMICC Shares across the same three markets on which Unilever Shares and Unilever ADSs are currently traded (except that TMICC Shares will be listed directly on the New York Stock Exchange, unlike Unilever Shares which are instead represented by Unilever ADSs).

Index inclusion will be determined by the index providers’ specific rules. It is expected that the indices in which TMICC will be included will be announced shortly before the Admission Date.

It is not anticipated that TMICC Shares will be eligible for inclusion in any of the FTSE UK series indices (such as the FTSE100, of which Unilever is a constituent member).

No, you are not required to take any action — Qualifying Shareholders and Qualifying ADS Holders will receive their TMICC Shares automatically once the Demerger takes effect. Please see Part IV of the Demerger Circular for further information.

Qualifying Shareholders that are on the Unilever register of members as at the Demerger Record Time will receive one TMICC Share for every five Unilever Shares that they hold.

Qualifying ADS Holders as at the Demerger Record Time will receive one TMICC Share for every five Unilever ADSs that they hold.

The number of Unilever Shares or Unilever ADSs that Unilever Shareholders or Unilever ADS Holders hold respectively will not be affected by the Demerger. However, the number of Unilever Shares or Unilever ADSs that Unilever Shareholders or Unilever ADS Holders hold will be impacted by the Share Consolidation. Please read the Unilever Share Consolidation section of this page for further information.

As with all listed securities, the price of both Unilever’s and TMICC’s securities are subject to change and will be influenced by market forces, including factors that are unrelated to either company’s underlying financial performance.

Qualifying Shareholders and Qualifying ADS Holders will receive shares in TMICC pursuant to the Demerger Dividend if they (or their relevant nominee(s)) are recorded on the relevant Unilever register at the Demerger Record Time, which is expected to be 10:00 p.m. on Friday 7 November 2025.

It is currently expected that the Demerger will complete on Saturday 8 November 2025, on which date the TMICC Shares will be issued to Qualifying Shareholders and Qualifying ADS Holders.

Admission of the TMICC Shares to trading on each of Euronext Amsterdam, the London Stock Exchange and the New York Stock Exchange is expected to take place on Monday 10 November 2025, with the first day of trading in TMICC Shares expected to be Monday 10 November 2025.

Exactly how and when you will receive your TMICC Shares will depend on how you hold your Unilever Shares or Unilever ADSs. Please read Part IV of the Demerger Circular, in which further information on settlement is provided.

The settlement mechanics for the Demerger have been designed so that, as far as reasonably practicable, Qualifying Shareholders will receive interests in TMICC Shares delivered in the same or an equivalent form as their holding of Unilever Shares.

The precise settlement mechanics relevant to a particular Qualifying Shareholder depend on the way in which that Qualifying Shareholder holds their Unilever Shares at the Demerger Record Time.

For instance, Qualifying Shareholders holding their Unilever Shares in CREST will receive interests in TMICC Shares in CREST (settled in the form of Depositary Interests). Qualifying Shareholders holding interests in Unilever Shares in Euroclear will receive interests in TMICC Shares in Euroclear.

For information on the settlement arrangements, please refer to Part IV of the Demerger Circular.

TMICC has arranged for Computershare Investor Services PLC to provide a corporate sponsored nominee service (the “Nominee Service”).

Under this Nominee Service, Computershare Company Nominees Limited (the “Nominee”) will hold Depositary Interests (representing the TMICC Shares to which you would have been entitled) in its CREST account and act as nominee on your behalf.

The Nominee Service will enable you to hold and settle trades placed on the London Stock Exchange via the Nominee. You will receive a statement evidencing the number of Depositary Interests held in the Nominee Service on your behalf.

You will receive your TMICC Shares in registered form, meaning that your name will be entered into TMICC’s shareholder register as the owner of the relevant number of TMICC Shares.

Please note that this also applies to Unilever ADS Holders who hold their Unilever ADSs in registered or certificated form.

Any TMICC Shares delivered in this way will be administered via the DRS. The DRS is a service provided by DTC to facilitate the holding of TMICC Shares outside DTC and allow the relevant TMICC DRS Shareholder to hold their TMICC Shares in book-entry form in their own name. Further information about the DRS, which will apply to holdings of TMICC Shares can be found in Schedule 2 to the Demerger Circular or downloaded at https://www-us.computershare.com/Investor/#Help/ PrintableForms.

Please read Part IV of the Demerger Circular, in which further information on settlement is provided.

Only Qualifying Shareholders and Qualifying ADS Holders on the relevant Unilever register as at the Demerger Record Time are entitled to receive TMICC Shares on completion of the Demerger.

If you sell or have sold or otherwise transferred all of your Unilever Shares or Unilever ADSs, please send the Demerger Circular together with the accompanying documents at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee. However, such documents should not be forwarded or transmitted in or into or from any jurisdiction in which such act would constitute a violation of the relevant laws of such jurisdiction.

If you sell or have sold or otherwise transferred only part of your holding of Unilever Shares or Unilever ADSs, you should retain these documents and contact the bank, stockbroker or other agent through whom the sale or transfer was effected.

If you trade your Unilever Shares before the ex dividend date for the Demerger, then, unless you otherwise agree with the purchaser or transferee, the transferee of such Unilever Shares will be entitled to the benefit of the TMICC Shares and you will need to pass the benefit to the transferee (even if you are the recorded owner at the Demerger Record Time).

Qualifying Shareholders and Qualifying ADS Holders will be eligible to receive one TMICC Share for every five Unilever Shares or Unilever ADSs (as applicable) they hold as at the Demerger Record Time. Any holding of Unilever Shares or Unilever ADSs which is not exactly divisible by five will result in the number of entitlements to TMICC Shares to be received being rounded down to the nearest whole number.

Individual fractional entitlements to TMICC Shares will be aggregated and the resulting TMICC Shares sold in the open market, as soon as practicable, at the best price reasonably obtainable, and, subject to applicable law, the net proceeds will be paid to each Qualifying Shareholder and Qualifying ADS Holder.

Yes. Following the Demerger, Unilever will retain a holding of approximately 19.9 per cent. in TMICC (i.e. the Retained Shares).

However, in accordance with applicable US federal tax laws and regulations, Unilever will exercise any votes attaching to the Retained Shares in proportion to the votes cast by TMICC’s other shareholders.

Over time, Unilever intends to sell the Retained Shares in an orderly and considered manner and in any event will dispose of all the Retained Shares within five years of the date of the Demerger. Unilever intends to use the proceeds of any sale to pay separation costs and maintain capital flexibility through a reduction in net debt.

Unilever will not have the right to appoint a director to serve on the TMICC Board following the Demerger. However, it is expected that Reginaldo Ecclissato, a member of the Unilever Leadership Executive, will join the TMICC Board to provide his invaluable experience to TMICC in the period post-Demerger for up to a maximum period of two years.

Following the Demerger, the Unilever Group itself will no longer own the Ice Cream Business (other than as a minority shareholder through its holding of the Retained Shares). As a result, Unilever expects that its market capitalisation and share price will likely adjust to reflect the revised scope of its business operations.

Reducing the number of Unilever Shares is intended to ensure that there will be comparability, so far as practicable, between Unilever’s share price and per share metrics (including earnings per share and dividends per share) before and after the Demerger (subject to interim market movements). The Share Consolidation is also designed to preserve (as far as reasonably possible) the value of awards granted under any Unilever Share Plan, thereby avoiding the need for any specific adjustments to the numbers of awards under those schemes.

Share consolidations are commonly undertaken by companies following a demerger, for the reasons set out above.

If the Share Consolidation, and associated Resolutions, are not approved by Unilever Shareholders at the General Meeting, the Unilever Remuneration Committee will reconsider what action (if any) may be appropriate in the circumstances in respect of options and awards outstanding under the Unilever Share Plans.

Other than having a different nominal value, each New Unilever Share will carry the same rights as set out in Unilever’s Articles that currently attach to the Existing Unilever Shares.

The proportion of the issued ordinary share capital of Unilever held by each Unilever Shareholder will, save for fractional entitlements, remain unchanged as a result of the Share Consolidation.

Yes. The Share Consolidation, and associated Resolutions, require the approval of Unilever Shareholders. Details of the Resolutions proposed to be passed can be found in the Notice of General Meeting set out in Schedule 3 of the Demerger Circular.

It is expected that Unilever will consolidate (or sub-divide and consolidate) its existing issued share capital in order to reduce the total number of Unilever Shares in issue (while increasing the nominal value of such shares) at 8:00 a.m. on Tuesday 11 November 2025.

The ratio for the Share Consolidation and the number of New Unilever Shares or New Unilever ADSs that each Unilever Shareholder or Unilever ADS Holder (respectively) will receive for each Existing Unilever Share or Existing Unilever ADS held at the Share Consolidation Record Time cannot be fixed at the time of publication of the Demerger Circular.

The ratio is expected to be confirmed by the Unilever Board on or around Monday 10 November 2025 and will primarily be determined by comparing the price of Existing Unilever Shares following the Demerger against the price thereof immediately prior to the Demerger (or such other method, (or such other time and/or date as the Unilever Board may determine). In determining the ratio, the Unilever Board may make necessary adjustments to this calculation methodology as required to avoid an overly complex ratio, fractional entitlements that may arise following the Share Consolidation or other issues that may result from such Share Consolidation.

Once determined, the ratio will be announced by Unilever via RNS, Euronext Announcement Services and the New York Stock Exchange Trader Updates (noting that such announcement may be made outside of standard business hours).

Fractional entitlements may arise as a result of the Share Consolidation. Any holding of Unilever Shares which is not exactly divisible by the consolidation ratio (once determined) will result in the number of entitlements to New Unilever Shares to be received being rounded down to the nearest whole number.

Individual fractional entitlements to New Unilever Shares will be aggregated and the resulting New Unilever Shares sold in the open market, as soon as practicable, at the best price reasonably obtainable, and, subject to applicable law, the net proceeds will be paid to each Unilever Shareholder according to his or her entitlement.

A summary of the impact of the Share Consolidation on Unilever ADS Holders is set out in paragraph 1.5 of Part V of the Demerger Circular.

Yes. The Demerger is not conditional on the passing of the Resolutions and may proceed if the Resolutions are not passed.

Please refer to Part VI of the Demerger Circular.

The Demerger and Share Consolidation are not expected to impact Unilever’s dividend policy of paying an attractive, sustainable dividend to Unilever Shareholders and Unilever ADS Holders with an expected dividend payout ratio of approximately 60 per cent. of underlying earnings per share. The Demerger and Share Consolidation will not affect the expected payment date of the Q3 2025 Dividend to Unilever Shareholders and Unilever ADS Holders registered on the record date for the Q3 2025 Dividend. However, please check the Unilever website for the latest details of other key dates related to the Q3 2025 Dividend (including the ex-dividend date, the record date and deadlines for making dividend reinvestment and other key elections) as these may change.

The Share Consolidation is intended to maintain comparability, as far as practicable, between Unilever’s share price and per share metrics (including earnings per share and dividends per share) before and after the Demerger.

No.

Holders of conditional share plan awards (e.g. PSP and ASP awards under the Unilever Share Plan 2017 and Unilever North America Omnibus Equity Compensation Plan, and Match Shares under the SHARES Plan) will not participate in the Demerger and will therefore not receive TMICC Shares.

Holders of awards that give rise to participants having a beneficial ownership of Unilever Shares or Unilever ADSs (e.g. bonus deferral awards under the Unilever Share Plan 2017 and Unilever North America Omnibus Equity Compensation Plan, Investment Shares under the SHARES Plan, and Partnership and Dividend shares under UK ShareBuy) will participate in the Demerger, meaning that these participants will receive TMICC Shares (or a beneficial entitlement to TMICC Shares). The Compensation Committee has determined that TMICC Shares will be received and held subject to the same terms as the underlying award of Unilever Shares or Unilever ADSs.

Subject to the above, awards under the Unilever Share Plans held by participants remaining in the Unilever Group would continue to remain outstanding on their existing terms following the Demerger. Participants in the Unilever Share Plans whose employment is moving out of the Unilever Group on completion of the Demerger will, in addition to the impact on awards as a result of the Demerger as described above, have their rights under the Unilever Share Plans treated in accordance with the rules of the relevant plans, as “good leavers”.

More detailed information will be provided separately to participants in any Unilever Share Plan explaining the impact of the Demerger on their awards under the Unilever Share Plans.

To support the listing and register structure for TMICC Shares, Computershare Trust Company, N.A. will be appointed as the US Transfer Agent (the US equivalent to a registrar). TMICC will appoint Computershare Investor Services PLC as the DI Issuer and provider of the Nominee Service.

Prior to the Demerger Effective Time, you should contact Computershare Investor Services PLC for further assistance on +44 (0)370 600 3977 or via email on web.queries@computershare.com.

Following the Demerger Effective Time, you will be able to contact Computershare Trust Company N.A. and Computershare Investor Services PLC on specific US helpline services. The details of these services will be included in the Corporate Sponsored Nominee Programme and DRS statements for TMICC Shareholders.

Subject to receipt of relevant regulatory approvals, on or around Wednesday 5 November 2025 TMICC will publish the TMICC Prospectuses. The TMICC Prospectuses will be available, once published, on TMICC’s website at https://corporate.magnumicecream.com/en/home.html.

The TMICC Prospectuses will contain important information about TMICC and the Demerger, and Unilever Shareholders and Unilever ADS Holders are encouraged to read the relevant TMICC Prospectus in full.

If you have questions relating to the Demerger, please feel free to call the helplines set out on page 7 of the Demerger Circular.