AGM Information • Mar 22, 2022
AGM Information
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Chairman's letter and Notice of Meeting Annual General Meeting London 4 May 2022
Unilever House, 100 Victoria Embankment, London EC4Y 0DY Telephone 020 7822 5252
This document is important and requires your immediate attention. If you are in any doubt as to what action you should take, you are recommended to consult your stockbroker, bank manager, solicitor, accountant or other professional adviser under the Financial Services and Markets Act 2000 as soon as possible. If you have sold or otherwise transferred all of your shares, please pass this document to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass this document to the person who now holds the shares.
22 March 2022
Nils Andersen Chairman
Dear Shareholder,
I write to provide you with notice of the annual general meeting of Unilever PLC (the 'AGM') to be held at 2.30pm BST on Wednesday 4 May 2022 at the Queen Elizabeth II Centre in Westminster, London SW1P 3EE.
At the AGM, Alan Jope, the Chief Executive Officer, will update you on the progress of the business in 2021. Following this presentation, we will have a Q&A session before we conduct the formal business of the Meeting.
Both Laura Cha and John Rishton will be retiring at the conclusion of this year's AGM upon reaching a tenure of nine years. On behalf of the Board, I would like to thank them both for their outstanding and valued contribution to Unilever. In anticipation of these retirements, we felt it prudent to appoint two Non-Executive Directors in 2021 and were delighted that both Adrian Hennah and Ruby Lu agreed to join the Board on 1 November 2021. We are therefore asking you to elect Adrian Hennah and Ruby Lu for the first time at this AGM. All other current Directors, with the exception of Laura Cha and John Rishton, are offering themselves for re-election at the AGM.
The resolutions cover ordinary course business for an AGM. Resolutions 1 to 13 cover consideration of the Annual Report and Accounts 2021, approval of the Directors' Remuneration Report 2021 and the reelection and election of directors. Resolutions 14 to 21 are similar to those which shareholders have passed in previous years, covering issues such as authorities for the allotment and repurchase of shares and the re-appointment of the auditor. Full explanations of all proposed resolutions are set out in the Explanatory Notes to the Resolutions.
Your Board believes that all the resolutions set out in the Notice of Meeting are in the best interests of the Company and its shareholders. Accordingly, the Directors unanimously recommend that you vote in favour of the resolutions, as they intend to do themselves in respect of their own shares in the Company.
Unilever understands that certain of our shareholders may be unable to attend the AGM in person. We will therefore be streaming a live webcast of the AGM (including the Q&A session) and details on how shareholders can access this webcast are provided on pages 9 and 10.
Shareholders are encouraged to submit questions for the Q&A session in advance by emailing [email protected] before 1.00pm BST on 29 April 2022. After responding to these pre-submitted questions, shareholders who attend the AGM in person will be able to ask questions. Of course, you are also invited to write to me at any time should you wish. Alternatively, you may be able to find the answer to your question on our website at www.unilever.com.
Any updates relating to the AGM will be included on Unilever's website (www.unilever.com/agm).
Enclosed with this letter you will find the formal Notice of Meeting being convened, together with the Explanatory Notes to the business of the meeting. Our 2021 year-end documents are available on our website at www.unilever.com/ara.
You can register your proxy vote either using our electronic voting facility via www.unilever.com/agm or by completing and returning the proxy form, in accordance with the instructions set out on the back of your proxy form. Institutional investors are able to cast their votes using CREST electronic proxy voting.
Holders of shares in the Company held through Euroclear Nederland who wish to participate in the voting process can render their voting instructions electronically via www.abnamro.com/evoting.
As usual at the AGM, all resolutions will be put to a poll. This will ensure an exact and definitive result.
The results of the AGM will be announced on the Unilever website www.unilever.com/agm as soon as possible after being released to the London Stock Exchange.
All your votes are important to us and I would urge you to complete and return your votes by proxy in good time, and in any event no later than 2.30pm BST on 2 May 2022.
Shareholders will have received the Unilever Annual Report and Accounts 2021, or will have been notified of its availability on our website at www.unilever.com/ara. Unilever PLC is encouraging all shareholders to receive shareholder communication and payments electronically as part of a commitment to reducing its environmental footprint. If you do not already do so, you can register to receive future shareholder communications via email by logging onto www.investorcentre.co.uk/ecomms.
Yours sincerely,
Nils Andersen Chairman
Notice is hereby given that the Annual General Meeting of Unilever PLC (the 'Company') will be held at the Queen Elizabeth II Centre, Broad Sanctuary, Westminster, London SW1P 3EE at 2.30pm BST on Wednesday 4 May 2022 to transact the following business:
To consider and, if thought fit, pass resolutions 1 to 17 (inclusive) as ordinary resolutions:
in each case during the period beginning with the date of passing this resolution and ending at the earlier of the conclusion of next year's Annual General Meeting or at close of business on 30 June 2023 provided that the aggregate expenditure under paragraphs (a), (b) and (c) shall not exceed £100,000 in total.
To consider and, if thought fit, pass resolutions 18 to 21 (inclusive) as special resolutions:
as if Section 561(1) of the Companies Act 2006 did not apply to any such allotment;
provided that this authority shall expire at the earlier of the conclusion of next year's Annual General Meeting or at close of business on 30 June 2023, save that the Company may, before such expiry, make offers and enter into agreements which would, or might, require equity securities to be allotted and treasury shares to be sold after such expiry and the Directors may allot equity securities and sell treasury shares in pursuance of any such offer or agreement as if the authority had not expired.
For the purposes of this resolution:
provided that this authority shall expire at the earlier of the conclusion of next year's Annual General Meeting or at close of business on 30 June 2023, save that the Company may, before such expiry, make offers and enter into agreements which would, or might, require equity securities to be allotted and treasury shares to be sold after the authority given by this resolution has expired and the Directors may allot equity securities and sell treasury shares under any such offer or agreement as if the authority had not expired.
For the purposes of this resolution, the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights.
The authority conferred by this resolution shall expire at the earlier of the conclusion of next year's Annual General Meeting or at close of business on 30 June 2023, save that the Company may before such expiry enter into any contract under which a purchase of ordinary shares may be completed or executed wholly or partly after such expiry and the Company may purchase ordinary shares in pursuance of such contract as if the authority conferred hereby had not expired.
By order of the Board R.L.L. Sotamaa, Group Secretary
22 March 2022
Report and Accounts for the year ended 31 December 2021 The Directors must lay the Company's Accounts, the Directors' Report, the Auditor's Report and the Strategic Report before the shareholders at a general meeting. This is a legal requirement after the Directors have approved the Accounts, the Directors' Report and the Strategic Report, and the Auditor has prepared its Report.
Resolution 2 is an advisory vote to approve the Directors' Remuneration Report for the year ended 31 December 2021, which is set out on pages 84 to 104 of the Unilever Annual Report and Accounts 2021.
The Directors' Remuneration Report has been prepared in accordance with the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (as amended) and approved by the Directors. Shareholders must, under Section 439 of the Companies Act 2006, be given the opportunity to approve the Directors' Remuneration Report. In accordance with these requirements, this is an advisory vote.
All Executive Directors and Non-Executive Directors retire each year with such retirement to become effective at the conclusion of the Annual General Meeting of the Company.
In deciding whether to nominate a Director, the Board takes into consideration the outcomes of the Chairman's discussions with each Director on individual performance, the evaluation of the Board and its Committees and the continued good performance of individual Directors. Non-Executive Directors normally serve for a period of up to nine years.
The evaluation of the Board conducted in respect of 2021 considered that all Directors being proposed for re-election or election were effective in their roles and were committed to making available the appropriate time for Board meetings and other duties. Each Director also continues to demonstrate his/her broad and relevant experience, commitment to his/ her role and international outlook. Further information about the evaluation can be found on pages 5 and 69 of the Unilever Annual Report and Accounts 2021. An overview of the skills and experience of the Non-Executive Directors and the biographical details of each Director proposed for re-election and election can be found on pages 72 and 73 of the Unilever Annual Report and Accounts 2021.
Therefore, the Board of Directors, following the recommendations made by the Nominating and Corporate Governance Committee, proposes to re-elect and elect the nominated Executive and Non-Executive Directors.
At each meeting at which Accounts are laid before the members, the Company is required to appoint an Auditor or Auditors to serve until the next such meeting.
This resolution gives authority to the Directors to determine the Auditor's remuneration, which is then disclosed in the next set of Accounts of the Company.
Part 14 of the Companies Act 2006 imposes restrictions on companies making political donations to: (a) political parties; (b) other political organisations; and (c) independent election candidates and on incurring political expenditure (in each case, as defined in the Companies Act 2006) without shareholders' consent. It is the policy of the Company not to make such political donations or to incur political expenditure (within the ordinary meaning of those words) and the Directors have no intention of changing that policy. However, as the definitions used in the Companies Act 2006 are broad, it is possible that normal business activities, which might not be thought to be political donations or expenditure in the usual sense, could be caught. On that basis, the authority is being sought purely as a precaution.
Renewal of this authority is sought at the Annual General Meeting each year. Section 551 of the Companies Act 2006 provides that the Directors may not issue new shares without shareholder approval. The purpose of this resolution, therefore, is to give the Directors the authority to issue new shares, limited to a maximum of £26,559,400 in new shares at their nominal value (representing 854,000,000 ordinary shares). At 2 March 2022, being the latest practicable date prior to publication of the Notice of Meeting, this represented approximately onethird of the Company's issued ordinary share capital (excluding treasury shares and ordinary shares (including ordinary shares represented by Unilever PLC ADRs) held by or on behalf of companies in the Unilever Group).
The authority sought under this resolution will expire at the earlier of the conclusion of next year's Annual General Meeting or the close of business on 30 June 2023, being the last date by which the Company must hold an Annual General Meeting in 2023.
The Directors have no present intention of exercising the authority sought under this resolution, save that the Company may issue new shares for the purposes of satisfying awards under employee share schemes.
As at 2 March 2022, being the latest practicable date prior to publication of the Notice of Meeting, the Company held 62,976,145 ordinary shares in treasury. As at 2 March 2022, 3,644,035 ordinary shares (including ordinary shares represented by Unilever PLC ADSs) were held by or on behalf of companies in the Unilever Group. The voting rights attaching to those ordinary shares are not exercisable. Therefore, as at 2 March 2022 and excluding those ordinary shares (including ordinary shares represented by Unilever PLC ADSs) held by or on behalf of companies in the Unilever Group, the total number of ordinary shares with exercisable voting rights is 2,562,623,592.
Under the Companies Act 2006, a company is generally not permitted to allot shares for cash without first offering those shares: (i) to holders of ordinary shares in proportion to their existing holdings; and (ii) in accordance with a detailed set of procedural requirements. These restrictions may be disapplied in whole or in part provided that shareholder approval is obtained by special resolution, as described below.
In these explanatory notes to Resolutions 18 and 19, reference to an allotment of shares includes allotments of other types of equity securities as well as sales of treasury shares.
Part (a) of Resolution 18 seeks shareholder authority for the Directors to allot a limited number of shares for cash without regard to the procedural requirements noted above, provided that the shares are first offered to holders of ordinary shares in proportion to their existing holdings. This authority will provide Directors with the flexibility, in connection with such an offer, to make such arrangements as they deem appropriate to deal with relevant legal, regulatory or practical issues, for example, in relation to fractional entitlements.
Part (b) of Resolution 18 seeks shareholder authority for the Directors to allot a limited number of shares for cash, without first offering those shares to holders of ordinary shares in proportion to existing holdings. The aggregate nominal value of shares that may be allotted pursuant to part (b) is £3,984,879. This amount is equivalent to 5% of the total issued ordinary share capital of the Company (excluding treasury shares and ordinary shares (including ordinary shares represented by Unilever PLC ADSs) held by or on behalf of companies in the Unilever Group), as at 2 March 2022, being the latest practicable date prior to publication of the Notice of Meeting.
As at 2 March 2022, being the latest practicable date prior to publication of the Notice of Meeting, the Company held 62,976,145 ordinary shares in treasury. As at 2 March 2022, 3,644,035 ordinary shares (including ordinary shares represented by Unilever PLC ADSs) were held by or on behalf of companies in the Unilever Group. The voting rights attaching to those ordinary shares are not exercisable. Therefore, as at 2 March 2022 and excluding those ordinary shares (including ordinary shares represented by Unilever PLC ADSs) held by or on behalf of companies in the Unilever Group, the total number of ordinary shares with exercisable voting rights is 2,562,623,592.
The Directors intend to adhere to the provisions of the Preemption Group's Statement of Principles and not to allot shares for cash pursuant to part (b) of Resolution 18 in excess of an amount equal to 7.5% of the total issued ordinary share capital of the Company, exclusive of treasury shares, within a rolling three-year period, other than:
The purpose of Resolution 19 is to provide Directors with an additional authority to that sought under part (b) of Resolution 18, for use in the limited circumstances described below.
Resolution 19 seeks shareholder authority for the Directors to allot an additional, limited number of shares for cash,without first offering those shares to holders of ordinary shares in proportion to existing holdings. However, in accordance with the Pre-emption Group's Statement of Principles, any such allotment may only be made in connection with an acquisition or specified capital investment which is announced contemporaneously with the allotment, or which has taken place in the preceding six-month period and is disclosed in the announcement of the allotment.
For these purposes, a 'specified capital investment' means one or more specific capital investment related uses for the proceeds of an allotment of shares, in respect of which sufficient information regarding the effect of the transaction on the Company, the assets the subject of the transaction and (where appropriate) the profits attributable to them is
made available to shareholders to enable them to reach an assessment of the potential return.
The aggregate nominal value of shares that may be allotted pursuant to Resolution 19 is £3,984,879. This amount is equivalent to 5% of the total issued ordinary share capital of the Company (excluding treasury shares and ordinary shares (including ordinary shares represented by Unilever PLC ADSs) held by or on behalf of companies in the Unilever Group), as at 2 March 2022 (being the latest practicable date prior to publication of the Notice of Meeting) and is in addition to an equivalent number of shares which may be allotted pursuant to part (b) of Resolution 18. If the authority sought in Resolution 19 is used, the Company will publish details of such use in its next annual report. As at 2 March 2022, the Company held 62,976,145 ordinary shares in treasury.
The Directors have no current intention of exercising the authorities sought in Resolutions 18 and 19 but consider that they are appropriate in order to allow the Company the flexibility to finance business opportunities without the need to comply with the strict requirements of the Companies Act 2006. The Directors will only exercise such authorities where they consider that doing so is in the best interests of the Company.
The authorities sought under Resolutions 18 and 19 will expire at the earlier of the conclusion of next year's Annual General Meeting or the close of business on 30 June 2023, being the last date by which the Company must hold an Annual General Meeting in 2023.
Company's authority to purchase its own shares Renewal of this authority is also sought at the Annual General Meeting each year. The Directors believe that it is advantageous for the Company to have the flexibility to purchase its own shares, and this resolution provides the authority from shareholders to do so.
The resolution specifies the maximum number of shares which may be acquired which at 2 March 2022 (being the latest practicable date prior to the publication of this Notice of Meeting) represented just under 10% of the Company's issued ordinary share capital and the maximum and minimum prices at which they may be bought. As at 2 March 2022, the Company held 62,976,145 ordinary shares in treasury. As at 2 March 2022, 3,644,035 ordinary shares (including ordinary shares represented by Unilever PLC ADSs) were held by or on behalf of companies in the Unilever Group. The voting rights attaching to those ordinary shares are not exercisable. Therefore, as at 2 March 2022 and excluding those ordinary shares (including ordinary shares represented by Unilever PLC ADSs) held by or on behalf of companies in the Unilever Group, the total number of ordinary shares with exercisable voting rights in the Company is 2,562,623,592.
The purchase of shares by the Company under this authority would be carried out by a purchase in the market and should not be confused with any share dealing facilities which may be offered to shareholders by the Company from time to time.
The Company would consider holding any of its own shares that it purchases pursuant to the authority conferred by this resolution as treasury shares. This would give the Company the ability to sell or transfer treasury shares quickly and cost- effectively, including for the purposes of meeting obligations under employees' share schemes, and would provide the Company with additional flexibility in the management of its capital base. The authority sought under this resolution will expire at the earlier of the conclusion of next year's Annual General Meeting or the close of business on 30 June 2023, being the last date by which the Company must hold an Annual General Meeting in 2023.
Any shares purchased would be held as 'treasury shares', in which case they could be held in the name of the Company or another Unilever Group company pending their use to meet obligations under an employee share scheme or resale. Shares
purchased and not otherwise so used may also be cancelled at the discretion of the Company.
This resolution seeks the approval of shareholders (as required by the Companies (Shareholders' Rights) Regulations 2009 (the 'Shareholders' Rights Regulations')) to replace a similar authority granted to the Directors at the 2021 Annual General Meeting to allow the Company to call general meetings (other than annual general meetings) on 14 clear days' notice. The Company does not intend to use this authority
routinely. The Company envisions that this authority would be used only in limited circumstances for time-sensitive matters where a shorter notice period would be to the advantage of shareholders as a whole. The Company would also need to meet the requirements for electronic voting in the Shareholders' Rights Regulations before it could then call a general meeting on 14 clear days' notice.
The authority sought under this resolution will expire at the earlier of the conclusion of next year's Annual General Meeting or the close of business on 30 June 2023, being the last date by which the Company must hold an Annual General Meeting in 2023.
The tables below set out the diversity of our Non-Executive Directors standing for election or re-election at the AGM.
Gender
American Austrian British Canadian Chinese Danish Dutch Zimbabwean
* Taking into account that some Non-Executive Directors have dual-nationality.
White Asian Black
A shareholder appointing more than one Proxy should indicate the number of shares for which each Proxy is authorised to act on his or her behalf and place an 'X' in the box provided on the Proxy Form to confirm the instruction is one of a multiple.
b any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with Section 437 of the Companies Act 2006.
Shareholders are encouraged to submit questions for the Q&A session in advance of the AGM by emailing [email protected] before 1.00pm BST on 29 April 2022.
Please use your unique Shareholder Reference Number and PIN as displayed on your Form of Proxy to access the live webcast. These details are unique to you and will allow access to the live webcast.
Shareholders who render their voting instructions electronically via www.abnamro.com/evoting will be given the option of attending the live webcast. Shareholders who wish to attend the live webcast should send an email to [email protected] after rendering the voting instructions.
This instruction must be received by Computershare by 2.30pm BST on Monday 2 May 2022. Access credentials will be emailed to the delegate one working day prior to the meeting conditional on evidence of your delegation having been received and accepted. Lines are open 8.30am to 5.30pm Monday to Friday (excluding bank holidays). This delegation relates to access to the live webcast only and will not impact your proxy appointment for voting purposes.
If you have not been provided with your access credentials, please ensure you contact Computershare on the morning of the live webcast, but no later than 12 noon BST on 4 May 2022.
The Queen Elizabeth II Centre is in close proximity to Westminster and St James's Park underground stations, both within walking distance.
Head Office
100 Victoria Embankment London EC4Y 0DY United Kingdom T +44 (0)20 7822 5252
Unilever PLC Port Sunlight Wirral Merseyside CH62 4ZD United Kingdom Registered in England and Wales Company Number: 41424
For further information about Unilever please visit our website:
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