Unilever PLC

Regulatory Filings • Mar 13, 2020

Unilever N.V.

(guaranteed on a joint and several basis by Unilever PLC and Unilever United States, Inc.)

and

Unilever PLC

(guaranteed on a joint and several basis by Unilever N.V. and Unilever United States, Inc.)

U.S.\$15,000,000,000 Debt Issuance Programme

This Supplement (the "Supplement") is prepared as a supplement to, and must be read in conjunction with, the Information Memorandum dated 15 May 2019 (the "Information Memorandum"). The Information Memorandum has been issued by Unilever N.V. ("N.V.") and Unilever PLC ("PLC") (each an "Issuer" and, together, the "Issuers") in connection with the U.S.\$15,000,000,000 Debt Issuance Programme (the "Programme") established by the Issuers. This Supplement, together with the Information Memorandum, constitutes a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC of the European Parliament and of the Council, as amended, to the extent that such amendments have been implemented in the relevant Member State of the European Economic Area (the "Prospectus Directive", which is applicable by virtue of Article 46(3) of Regulation (EU) 2017/1129). Terms defined in the Information Memorandum have the same meaning when used in this Supplement, except where the context otherwise requires and save as otherwise defined herein.

Each of the Issuers in their capacities as issuers of Notes and N.V., PLC and Unilever United States, Inc. ("UNUS") in their capacities as guarantors (together, the "Guarantors") accepts responsibility for the information contained in this Supplement. Each of N.V., PLC and UNUS declares that it has taken all reasonable care to ensure that, to the best of its knowledge, the information contained in this Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information.

For the period of 12 months after the date of the Information Memorandum, copies of this Supplement and the Information Memorandum, together with the other documents listed in the "General Information" section of the Information Memorandum and the information incorporated by reference in the Information Memorandum by this Supplement, may be inspected during normal business hours at the principal offices of N.V., PLC and at Deutsche Bank AG, London Branch (the Principal Paying Agent) in London and ABN AMRO Bank N.V. in Amsterdam (the Amsterdam Listing Agent). Additionally, this Supplement, the Information Memorandum and the documents which are incorporated by reference in the Information Memorandum by this Supplement can be viewed electronically free of charge at http://www.unilever.com/investorrelations/ and/or http://www.morningstar.co.uk/uk/NSM.

To the extent that there is any inconsistency between (a) any statement in this Supplement or any statement incorporated by reference into the Information Memorandum by this Supplement and (b) any other statement in, or incorporated by reference in, the Information Memorandum, the statements in (a) above will prevail.

Save as disclosed in this Supplement, no other significant new factor, material mistake or inaccuracy relating to information included in the Information Memorandum has arisen or been noted, as the case may be, since the publication of the Information Memorandum.

In accordance with Article 16 of the Prospectus Directive, investors who have agreed to purchase or subscribe for Notes issued under the Information Memorandum before publication of this Supplement have the right, exercisable up to and including 17 March 2020, being the second working day after the date of publication of this Supplement, to withdraw their acceptances.

RECENT DEVELOPMENTS AND INFORMATION INCORPORATED BY REFERENCE

On 10 March 2020, Unilever Group published the audited annual financial statements (on both a consolidated and an entity basis) of N.V. and PLC (the consolidated audited annual financial statements of N.V. and PLC being the audited annual financial statements of the Unilever Group) for the financial year ended 31 December 2019 (including the auditors' reports thereon and notes thereto) (together, the "2019 Financial Statements") contained in the Unilever Annual Report and Accounts 2019 (the "2019 Annual Report"). Copies of the 2019 Financial Statements have been filed with the AFM and, by virtue of this Supplement, are incorporated by reference in, and form part of, the Information Memorandum.

If documents which are incorporated by reference into the Information Memorandum by this Supplement themselves incorporate any information or other documents therein, either expressly or implicitly, such information or other documents will not form part of this Supplement for the purposes of the Prospectus Directive except where such information or other documents are specifically incorporated by reference into the Supplement.

Any information contained in the 2019 Annual Report which is not incorporated by reference in the Information Memorandum by this Supplement is either not relevant to investors or is covered elsewhere in this Supplement or in the Information Memorandum.

MODIFICATIONS TO THE INFORMATION MEMORANDUM

1. The following new paragraph (5) shall be added to the section entitled "Documents Incorporated by Reference" on page 25 of the Information Memorandum:

"(5) The audited annual financial statements (on both a consolidated and an entity basis) of N.V. and PLC (the consolidated audited annual financial statements of N.V. and PLC being the audited annual financial statements of the Unilever Group) for the financial year ended 31 December 2019 (including the auditors' reports thereon and notes thereto) contained in Unilever's 2019 Annual Report and Accounts."

1. The following wording shall be added as a new section entitled "Recent Developments" after the section entitled "Acquisitions" on page 69 of the Information Memorandum:

"Recent Developments

The Unilever Group is monitoring the ongoing outbreak of the Coronavirus (COVID-19) carefully as it evolves to understand the potential impact on its people and business. Based on the current position there will be a significant impact on the short-term performance of the Unilever Group's Chinese business in 2020, in particular its food service business. There may also be impacts in other countries although the extent is not yet clear. The Unilever Group is taking all necessary steps to protect its people and mitigate the risk to its business."

1. Paragraph (7) of the section entitled "General Information" beginning on page 90 of the Information Memorandum shall be deleted and restated as follows:

2. "(A) Since 31 December 2019, other than as disclosed in the section entitled "Description of the Issuers and the Guarantors – Recent Developments" above, there has been no significant change in the financial or trading position of N.V. or PLC and their respective subsidiaries, taken as a whole, and the Unilever Group.

3. (B) Since 31 December 2019, other than as disclosed in the section entitled "Description of the Issuers and the Guarantors – Recent Developments" above, there has been no material adverse change in the prospects of N.V. or PLC and their respective subsidiaries, taken as a whole, and the Unilever Group.
4. (C) Since 31 December 2018, other than as disclosed in the section entitled "Description of the Issuers and the Guarantors – Recent Developments" above, there has been no significant change in the financial or trading position of UNUS or its group and there has been no material adverse change in the prospects of UNUS."