AGM Information • Mar 20, 2018
AGM Information
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CHAIRMAN'S LETTER AND NOTICE OF MEETING ANNUAL GENERAL MEETING LONDON 2 MAY 2018
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.
20 March 2018
Marijn Dekkers, Chairman of the Board of Directors
Dear Shareholder,
I am pleased to enclose the Notice of this year's Unilever PLC's ('PLC') Annual General Meeting (the 'PLC AGM'). The meeting will be held on Wednesday 2 May 2018 at the Queen Elizabeth Hall, Southbank Centre, Belvedere Road, London SE1 8XX. The PLC AGM will start at 10.30am.
As last year, the Boards have decided to hold the AGMs on consecutive days, with the Unilever N.V. ('NV') AGM (the 'NV AGM') to be held in the Netherlands on 3 May 2018.
At the PLC AGM our CEO, Paul Polman, will update you on the progress of the business in 2017. Following this presentation, we will have a full Q&A session on all matters tabled before we conduct the formal business of the meeting.
This year marks the retirement of Ann Fudge as a Non-Executive Director, effective at the end of the NV AGM. She joined the Boards in 2009 and has served as Vice-Chairman of the Boards and as Chairman of our Compensation Committee since April 2015. On behalf of the Boards, I would like to thank Ann for her outstanding and valued contribution to Unilever. All other Directors are offering themselves for re-election.
We are delighted to propose Andrea Jung for election as a Non-Executive Director at this year's PLC AGM. Her experience and expertise will further strengthen the Boards in the areas of consumer/ FMCG insights, sales & marketing and leadership of complex global entities. Her biography is included on page 7 of this Notice.
We are asking you to approve a new Remuneration Policy which will align the pay of our Executive Directors fully with the Reward Framework we introduced for our management population in 2017. The Reward Framework aims to maintain comparable levels of pay for the same performance while simplifying reward, extending the performance horizon and requiring even higher levels of personal investment in Unilever shares.
The other resolutions put to you for voting will be generally familiar to you. Full explanations of all proposed resolutions are set out in the Explanatory Notes to the Business of the AGM set out in this Notice.
The Boards believe that all the proposals to be put to you at the PLC AGM are in the best interests of PLC and all 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 PLC.
There are several ways in which you may vote. 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. You may also attend and vote in person at the PLC AGM. Institutional investors are able to cast their votes using CREST electronic proxy voting.
As usual at the PLC AGM, all resolutions will be put to a poll. This is a more transparent method of voting than by show of hands, as votes are counted according to the number of shares held. This will ensure an exact and definitive result. This year we will again use voting cards at the meeting.
The results of the PLC 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 in good time, and in any event no later than 10.30am on 30 April 2018.
The PLC AGM is an important opportunity for all shareholders to express their views by asking questions on all of the above issues and on any other topic relevant to our business and the resolutions.
If you would like to be assured of the fullest possible response to a question asked in the PLC AGM, it would be helpful if you could give me prior notice of your question. Of course, you are also invited to write to me at any time should you wish. Alternatively you may find the answer to your question on our website at www.unilever.com.
Shareholders will have received the Unilever Annual Report and Accounts 2017, 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. This focus benefits you (as you will receive your communication faster) and it benefits the environment (by reducing paper and saving energy). 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.
For information on travelling to the venue, you will find up-to-date information on our website at www.unilever.com/agm.
I look forward to seeing as many of you as possible on 2 May 2018.
Yours sincerely,
Marijn Dekkers Chairman
Notice is hereby given that the Annual General Meeting of Unilever PLC (the 'Company') will be held at the Queen Elizabeth Hall, Southbank Centre, Belvedere Road, London SE1 8XX at 10:30am on Wednesday 2 May 2018 to transact the following business:
To consider and, if thought fit, pass resolutions 1 to 20 (inclusive) as ordinary resolutions. Resolutions 3 to 16 (inclusive), if passed, will only become effective if a similar resolution as set out in the Notice of Annual General Meeting of Unilever N.V. (to be held on 3 May 2018 in Rotterdam, the Netherlands or any adjournment thereof) is passed by Unilever N.V. shareholders:
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 2019 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 21 to 24 (inclusive) as special resolutions:
(b) otherwise than in connection with a pre-emptive offer, up to an aggregate nominal amount of £1,916,082;
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 2019, 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 2019, 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 conclusion of next year's Annual General Meeting or at close of business on 30 June 2019, 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
20 March 2018
shares registered in their name at that time. Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the AGM. If the AGM is adjourned, only shareholders entered on the Company's register of members not later than 48 hours before the time fixed for the adjourned meeting shall be entitled to attend and vote at the meeting.
The Southbank Centre is in close proximity to Waterloo Station and Embankment underground station, both within walking distance.
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 (other than the sections containing the Directors' Remuneration Policy) for the year ended 31 December 2017, which is set out on pages 47 to 76 of the Unilever Annual Report and Accounts 2017, copies of which are available on Unilever's website at www.unilever. com/ara. The Directors' Remuneration Report reports on the implementation of the Directors' Remuneration Policy which was approved by shareholders at the annual general meeting in 2017. 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. A copy of the Directors' Remuneration Policy which was approved by shareholders at the annual general meeting in 2017 is available on our website at www.unilever.com/ara.
To consider and, if thought fit, approve the new Directors' Remuneration Policy, the full text of which is included in the Directors' Remuneration Report and set out on pages 53 to 62 of the Unilever Annual Report and Accounts 2017, copies of which are available on Unilever's website at www.unilever. com/ara.
The new Directors' Remuneration Policy has been prepared in accordance with the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (as amended). Shareholders must, under Section 439A of the Companies Act 2006, be given the opportunity to approve the Directors' Remuneration Policy. In accordance with these requirements, this is a binding vote.
In accordance with the Financial Reporting Council's UK Corporate Governance Code recommendations, Unilever PLC's Articles of Association require the annual retirement and re-election of its Directors. Each proposed candidate for re-election is also being proposed for re-election to the Board of Unilever N.V.
It is proposed by the Board of Directors, following the recommendations made by the Nominating and Corporate Governance Committee, to re-elect all the existing Non-Executive Directors with the exception of Ann Fudge, who has chosen not to stand for re-election and to elect Andrea Jung as a Non-Executive Director. The Board of Directors, following the recommendations made by the Nominating and Corporate Governance Committee, also proposes to re-elect Graeme Pitkethly and Paul Polman as Executive Directors.
The Chairman and the Board of Directors are satisfied, following a formal performance evaluation, that all Non-Executive Directors being proposed for re-election continue to perform effectively and should be elected because they continue to demonstrate the benefit of their broad and relevant experience, commitment to their roles, and international outlook.
Biographical details concerning each of the Directors proposed for re-election can be found on page 3 of the Unilever Annual Report and Accounts 2017 and on www.unilever.com [Our leadership]. Biographical details concerning Andrea Jung can be found below.
Nationality: Canadian-American. Age: 59. Key areas of experience: consumer/FMCG insights, sales & marketing, leadership of complex global entities. She joined the board of Apple Inc. in 2008 as their first female Non-Executive Director and she has also served on the Boards of General Electric and Daimler AG. Between 1999 and 2012 she was CEO of Avon Products Inc.
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 AGM 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 £12,755,555 in new shares at their nominal value (representing 410,000,000 ordinary shares). At 7 March 2018, being the latest practicable date prior to publication of the Notice of Meeting, this represented approximately one-third of the Company's issued ordinary share capital (calculated exclusive of treasury shares).
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 2019, being the last date by which the Company must hold an Annual General Meeting in 2019.
The Directors have no present intention of exercising the authority sought under this resolution.
As at 7 March 2018, being the latest practicable date prior to publication of the Notice of Meeting, the Company held 78,389,278 ordinary shares in treasury, representing approximately 6.36% of the issued ordinary share capital (excluding treasury shares) of the Company.
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 21 and 22, references to an allotment of shares includes allotments of other types of equity securities as well as sales of treasury shares.
Part (a) of resolution 21 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 21 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 £1,916,082. This amount is equivalent to 5% of the total issued ordinary share capital of the Company exclusive of treasury shares and 4.7% of the total issued ordinary share capital of the Company including treasury shares, as at 7 March 2018 being the latest practicable date prior to publication of the Notice of Meeting.
The Directors intend to adhere to the provisions of the Pre-emption Group's Statement of Principles and not to allot shares for cash pursuant to part (b) of resolution 21 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 22 is to provide Directors with an additional authority to that sought under part (b) of resolution 21, for use in the limited circumstances described below.
Resolution 22 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 22 is £1,916,082. This amount is equivalent to 5% of the total issued ordinary share capital of the Company exclusive of treasury shares and 4.7% of the total issued ordinary share capital of the Company including treasury shares, as at 7 March 2018 (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 21. If the authority sought in resolution 22 is used, the Company will publish details of such use in its next annual report.
The Directors have no current intention of exercising the authorities sought in resolutions 21 and 22 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 21 and 22 will expire at the earlier of the conclusion of next year's Annual General Meeting or the close of business on 30 June 2019, being the last date by which the Company must hold an Annual General Meeting in 2019.
Renewal of this authority is also sought at the AGM 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 7 March 2018 (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 (calculated exclusive of treasury shares) and the maximum and minimum prices at which they may be bought.
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. Any shares purchased would be cancelled, unless they were held as 'treasury shares', in which case they could be held in the name of the Company pending resale.
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 an employees' share scheme, 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 2019, being the last date by which the Company must hold an Annual General Meeting in 2019.
Resolution 24 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 2017 AGM 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 2019, being the last date by which the Company must hold an Annual General Meeting in 2019.
As at 7 March 2018 (being the latest practicable date prior to the publication of the Notice of Meeting) the total number of issued ordinary shares of Unilever PLC was 1,310,156,361. Unilever PLC holds 78,389,278 ordinary shares in treasury and therefore the total number of voting rights for the ordinary shares is 1,231,767,083. The total number of Deferred shares was 100,000 (representing 3,214,285 voting rights). The holders of the Deferred shares do not exercise their voting rights at the Company's AGM.
Copies of the Non-Executive Directors' letters of appointment are available for inspection at Unilever's offices at Unilever House, 100 Victoria Embankment, London EC4Y 0DY in the United Kingdom, from the date of this Notice of Meeting until the close of the Company's AGM. They are available during normal business hours on any weekday (excluding public holidays) and at the place of the Company's AGM from at least 15 minutes before the Company's AGM until the close of the Meeting.
Head Office and Registered Office Weena 455, PO Box 760 3000 DK Rotterdam The Netherlands T +31 (0)10 217 4000
Commercial Register Rotterdam Number: 24051830
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
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