AGM Information • Mar 20, 2023
AGM Information
Open in ViewerOpens in native device viewer
Chairman's letter and Notice of Meeting Annual General Meeting Leatherhead 3 May 2023
Unilever House, 100 Victoria Embankment, London EC4Y 0DY Telephone +44 (0)20 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.
20 March 2023
Nils Andersen Chairman
Dear Shareholder,
I write to provide you with notice of the Annual General Meeting (the 'AGM') of Unilever PLC (the 'Company') to be held at 11.30am BST on Wednesday 3 May 2023 at Unilever House, Springfield Drive, Leatherhead, KT22 7GR.
At the AGM, Alan Jope, the Chief Executive Officer, will update you on the progress of the business in 2022. Following this presentation, we will have a Q&A session before we conduct the formal business of the meeting.
We appointed two Non-Executive Directors in 2022, Nelson Peltz on 20 July 2022 and Hein Schumacher on 4 October 2022. Following an extensive, global search process, we announced on 30 January 2023 that Hein Schumacher has been appointed CEO with effect from 1 July 2023 after a one-month handover period. Hein is a dynamic, values-driven business leader who has a diverse background of experiences and an excellent track record of delivery in the global consumer goods industry. The Board looks forward to Hein realising the full potential of Unilever as a winning business which delivers long-term growth and value for all its stakeholders. We are therefore asking you to elect both Nelson Peltz and Hein Schumacher to the Board at this AGM.
Alan Jope will step down from his position as CEO and as a Director of the Company with effect from 1 July 2023. I would like to express the immense thanks of the Board for Alan's leadership of Unilever. The changes he has made to the Company's strategy, structure and organisation leave Unilever far better positioned for success. He will be retiring after a tremendous 37-year career with the Company.
Feike Sijbesma was first appointed to the Board on 1 November 2014 and therefore will reach a period of nine years as a Non-Executive Director later in 2023. We have asked Feike to stay on the Board until 31 October 2023, at which point he will retire as a Director – see further information in the Notes to Resolutions 3 to 15.
All of the current Directors are offering themselves for election or re-election (as the case may be) at the AGM.
The resolutions cover ordinary course business for an AGM. Resolutions 1 to 15 cover consideration of the Annual Report and Accounts 2022, approval of the Directors' Remuneration Report 2022 and the reelection and election of Directors. Resolutions 16 to 23 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 10 and 11.
Shareholders are encouraged to submit questions for the Q&A session in advance by emailing [email protected] before 1.00pm BST on 19 April 2023 whether or not they intend to attend the AGM. 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 2022 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 11.30am BST on 1 May 2023.
Shareholders will have received the Unilever Annual Report and Accounts 2022, or will have been notified of its availability on our website at www.unilever.com/ara. The Company is encouraging all shareholders to receive shareholder communication and payments electronically as part of a commitment to reducing its environmental footprint. Please log onto www.investorcentre.co.uk for further information.
I look forward to seeing as many of you as possible on 3 May 2023.
Yours sincerely,
Nils Andersen Chairman
Notice is hereby given that the Annual General Meeting of Unilever PLC (the 'Company') will be held at Unilever House, Springfield Drive, Leatherhead, KT22 7GR at 11.30am BST on Wednesday 3 May 2023 to transact the following business:
To consider and, if thought fit, pass resolutions 1 to 19 (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 2024 provided that the aggregate expenditure under parts (a), (b) and (c) shall not exceed £100,000 in total.
To consider and, if thought fit, pass resolutions 20 to 23 (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 2024, 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.
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 2024, 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 2024, 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
Maria Varsellona, Group Secretary
20 March 2023
Report and Accounts for the year ended 31 December 2022 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 2022, which is set out on pages 109 to 131 of the Unilever Annual Report and Accounts 2022.
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.
Feike Sijbesma was first appointed to the Board on 1 November 2014 and therefore will reach a period of nine years as a Director on 31 October 2023, at which point he will retire as a Director.
Hein Schumacher has been proposed for election as a Director. He will become CEO Designate on 1 June 2023 and, following a one month handover, will become Chief Executive Officer on 1 July 2023.
Alan Jope has been proposed for re-election as a Director but will step down from his position as the current Chief Executive Officer and as a Director with effect from 1 July 2023.
The evaluation of the Board conducted in respect of 2022 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 79 and 88 to 89 of the Unilever Annual Report and Accounts 2022. An overview of the skills and experience of the Directors and the biographical details of each Director proposed for re-election and election can be found on pages 80 and 81 of the Unilever Annual Report and Accounts 2022.
Therefore, the Board of Directors, following the recommendations made by the Nominating and Corporate Governance Committee, proposes to re-elect and elect the nominated 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 £26,226,666 in new shares at their nominal value (representing 843,000,000 ordinary shares). At 1 March 2023, 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 2024, being the last date by which the Company must hold an Annual General Meeting in 2024.
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 1 March 2023, being the latest practicable date prior to publication of the Notice of Meeting, the Company held 97,193,750 ordinary shares in treasury. As at 1 March 2023, 1,984,456 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 1 March 2023 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 2,530,115,566.
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 20 and 21, 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 20 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 20 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 £3,935,735. 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 1 March 2023, being the latest practicable date prior to publication of the Notice of Meeting.
As at 1 March 2023, being the latest practicable date prior to publication of the Notice of Meeting, the Company held 97,193,750 ordinary shares in treasury. As at 1 March 2023, 1,984,456 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 1 March 2023 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 2,530,115,566.
The Directors do not intend to allot shares for cash pursuant to part (b) of Resolution 20 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 21 is to provide Directors with an additional authority to that sought under part (b) of Resolution 20, for use in the limited circumstances described below.
Resolution 21 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, 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 21 is £3,935,735. 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 1 March 2023 (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 20. If the authority sought in Resolution 21 is used, the Company will publish details of such use in its next annual report. As at 1 March 2023, the Company held 97,193,750 ordinary shares in treasury.
The Directors have no current intention of exercising the authorities sought in Resolutions 20 and 21 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 20 and 21 will expire at the earlier of the conclusion of next year's Annual General Meeting or the close of business on 30 June 2024, being the last date by which the Company must hold an Annual General Meeting in 2024.
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 1 March 2023 (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 1 March 2023, the Company held 97,193,750 ordinary shares in treasury. As at 1 March 2023, 1,984,456 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 1 March 2023 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 2,530,115,566.
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 costeffectively, 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 2024, being the last date by which the Company must hold an Annual General Meeting in 2024.
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 2022 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 2024, being the last date by which the Company must hold an Annual General Meeting in 2024.
The tables set out the diversity and tenure of our Directors standing for election or re-election at the AGM as at 1 March 2023.
| Number of Board members |
Percentage of the Board |
Number of senior positions on the Board (CEO, CFO, SID and Chair) |
|
|---|---|---|---|
| Gender representation on the Board | |||
| Men | 8 | 62 | 3 |
| Women | 5 | 38 | 1 |
| Other | – | – | – |
| Not specified/prefer not to say | – | – | – |
| Ethnicity representation on the Board | |||
| White British or other White (including minority-white groups) | 9 | 69 | 3 |
| Mixed/Multiple Ethnic Groups | – | – | – |
| Asian/Asian British | 3 | 23 | 1 |
| Black/African/Caribbean/Black British | 1 | 8 | – |
| Other ethnic group, including Arab | – | – | – |
| Not specified/prefer not to say | – | – | – |
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 19 April 2023.
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 11.30am BST on Monday 1 May 2023. 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 9.30am BST on 3 May 2023.
Unilever's office in Leatherhead is best reached by train. The nearest station is Leatherhead Station. It is approximately 40 minutes from either London Waterloo or London Victoria to Leatherhead Station and a Unilever shuttle bus service will take you the seven-minute journey to our offices. As Unilever House is situated on a business park, we have a limited number of car parking spaces to pre-book which will be available on a first come, first served basis. If you wish to travel to the meeting by car, please refer to your proxy form or our website, www.unilever.com/agm for information on how to reserve our space.
Head Office 100 Victoria Embankment London EC4Y 0DY United Kingdom T +44 (0)20 7822 5252 (switchboard)
T +44 (0)20 7822 9300 [email protected]
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:
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.