Simplification of Unilever – 1 October 2018
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.
- 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.
Note: this right will not be included in the new Depositary Agreement to be entered into following Simplification.
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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.