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Simplification of Unilever – 1 October 2018

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London/Rotterdam - Unilever published the shareholder documentation for its Simplification proposal on 11th September 2018. Since then, some PLC shareholders have sought confirmation regarding a number of governance matters.

Unilever logo on the entrance of deodorant factory in Jiutepec Mexico
  • Preference shares and ADSs: It is the intention of the Unilever Board to cancel the NV preference shares acquired earlier this year and this will be effected as part of the Simplification process. They will not be voted as part of the Simplification proposals in the NV EGM or at any subsequent shareholder meetings. As has long been our practice, Unilever will not direct the unexercised votes of ADSs.1
  • Closure of the Trust Office (Stichting): Unilever currently has a Trust office which sits as part of the Depositary Receipt structure of NV. As part of Unilever's Simplification proposal, with the agreement of the Trust Office board and the meeting of Depositary Receipt holders, the existing Trust Office will be closed and the Depositary Receipt structure will be terminated and will not and cannot be put back in place without shareholder approval.
  • No Time-Out Period: There has been some publicity regarding the possible introduction of a 250 day 'time-out period' into Dutch law. The Unilever Board would like to state its position that it would not invoke such a time-out period now or in the future.
  • Accountability of Board Members: The Simplification proposals include provision for the annual re-election of Board members. A 3% shareholding in New Unilever NV will be able to call a shareholder meeting (within 8 weeks) and a 1% shareholding in New Unilever NV will be able to table a resolution at shareholder meetings, including to propose a change in the directors or to the articles of association.


[1]

Note: this right will not be included in the new Depositary Agreement to be entered into following Simplification.


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