Unilever PLC

Regulatory Filings • Jan 26, 2017

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.)

and

Unilever Japan Holdings K.K.

(guaranteed on a joint and several basis by Unilever N.V. and Unilever PLC)

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

This Supplement ("Supplement") to the Information Memorandum dated 22 April 2016 (the "Information Memorandum"), which comprises a base prospectus for each of Unilever N.V. ("N.V."), Unilever PLC ("PLC") and Unilever Japan Holdings K.K. ("UJH") (each an "Issuer" and, together, the "Issuers"), constitutes a supplementary prospectus in respect of the base prospectus for the purposes of Section 87G of the Financial Services and Markets Act 2000 and is prepared in connection with the U.S.\$15,000,000,000 Debt Issuance Programme (the "Programme") established by the Issuers. This Supplement is supplemental to, and should be read in conjunction with, the Information Memorandum and any other supplements to the Information Memorandum issued by the Issuers. 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.

This Supplement has been approved by the United Kingdom Financial Conduct Authority (the "U.K. Listing Authority"), which is the United Kingdom competent authority for the purposes of Directive 2003/71/EC, as amended (the "Prospectus Directive") and relevant implementing measures in the United Kingdom, as a supplement to the Information Memorandum. The Information Memorandum constitutes a base prospectus issued in compliance with the Prospectus Directive and relevant implementing measures in the United Kingdom for the purpose of giving information with regard to the issue of Notes under the Programme.

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, UJH 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.

To the extent that there is any inconsistency between (a) any statement in this Supplement or any statement incorporated by reference in 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.

Purpose of this Supplement

The purpose of this Supplement is to incorporate by reference in the Information Memorandum the Unilever 2016 Full Year Results released on 26 January 2016, which contain the unaudited condensed annual financial statements of N.V. and PLC (being the unaudited consolidated annual financial statements of the Unilever Group) for the financial year ended 31 December 2016 (the "Results").

Results

A copy of the Results has been filed with the Financial Conduct Authority and, by virtue of this Supplement, the Results are incorporated by reference in, and form part of, the Information Memorandum.

The financial information contained in the Results has been properly prepared on the basis stated in the Notes to the Financial Statements included in the Results, and, as described in Note 1 thereto, in a manner consistent with the accounting policies of N.V and PLC and on a basis comparable with the historical financial information of N.V. and PLC (see Note 1 to the Results for further details on the basis of preparation).

If documents which are incorporated by reference into 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 (Directive 2003/71/EC) (as amended) except where such information or other documents are specifically incorporated by reference into the Supplement.

Copies of all documents incorporated by reference in the Information Memorandum can be viewed electronically free of charge at http://www.unilever.com/investorrelations/ and/or http://www.morningstar.co.uk/uk/NSM and can also be inspected as described in paragraph 10 of General Information on page 87 of the Information Memorandum.