Pre-Annual General Meeting Information • Oct 2, 2025
Pre-Annual General Meeting Information
Open in ViewerOpens in native device viewer
Demerger of the Magnum Ice Cream Company and Share Consolidation of Unilever PLC
JOB: 25-24630-1 CYCLE#;BL#: 12; 0 TRIM: 8.27" x 11.69" AS: London: 011-44-20-7422-6100 COLORS: Yellow, Cyan, ~note-color 2, Black, Magenta GRAPHICS: 24630-1_ofc_4c.eps V1.5
Toppan Merrill - Verdi Mailing Notice of EGM Circular ED | 120838 | 01-Oct-25 06:42 | 25-24630-1.aa | Sequence: 1
CHKSUM Content: 0 Layout: 46994 Graphics: 29193 CLEAN

THIS DOCUMENT AND ANY ACCOMPANYING DOCUMENTS ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek immediately your own personal financial advice from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent financial adviser, who is authorised under the Financial Services and Markets Act 2000 if you are in the UK or, if not, from another appropriately authorised independent financial adviser.
CHKSUM Content: 64301 Layout: 12626 Graphics: 6537 CLEAN
Toppan Merrill - Verdi Mailing Notice of EGM Circular ED | 120838 | 01-Oct-25 06:42 | 25-24630-1.ae | Sequence: 1
If you have sold or otherwise transferred all of your Unilever Shares or Unilever ADSs, please send this document, together with the other accompanying documents, at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
If you sell or have sold or otherwise transferred only part of your holding of Unilever Shares or Unilever ADSs, you should retain these documents and contact the bank, stockbroker or other agent through whom the sale or transfer was effected.

Unilever PLC
Incorporated in England and Wales with registered number 00041424
This document should be read as a whole. Your attention is drawn to the letter from the Chair of Unilever which is set out on pages 3 to 7 of this document. This letter contains a recommendation of the Unilever Board that you vote in favour of the Resolutions to be proposed at the General Meeting referred to below.
The Notice of the General Meeting of Unilever to be held at the offices of Linklaters, One Silk Street, London EC2Y 8HQ at 8:00 a.m. on Tuesday 21 October 2025 is set out on pages 51 to 56 of this document. A Form of Proxy for use at the General Meeting is enclosed and, to be valid, should be completed, signed and returned so as to be received by Unilever's Registrars, Computershare Investor Services PLC, as soon as possible but, in any event, so as to arrive no later than 8:00 a.m. on Sunday 19 October 2025. Completion and return of a Form of Proxy will not prevent members from attending and voting in person should they wish to do so.
Applications for the New Unilever Shares arising from the proposed consolidation and division of Unilever's total issued ordinary share capital: (i) to listing on the Equity Shares (Commercial Companies) Category of the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange's Main Market for listed securities; (ii) to listing and trading on Euronext Amsterdam; and (iii) to listing on the New York Stock Exchange (not for trading but only in connection with the listing and trading of the Unilever ADSs) will be made. In the event that the Share Consolidation takes place on Tuesday 11 November 2025, it is expected that admission and dealings in New Unilever Shares will commence on the London Stock Exchange at 8:00 a.m., Euronext at 9:00 a.m. (Amsterdam time) and admission and dealings in New Unilever ADSs will commence on the New York Stock Exchange at 9:30 a.m. (New York time).
A summary of the action to be taken by Unilever Shareholders and Unilever ADS Holders is set out on pages 8 and 9 of this document and in the accompanying Notice of General Meeting.
JOB: 25-24630-1 CYCLE#;BL#: 12; 0 TRIM: 8.27" x 11.69" AS: London: 011-44-20-7422-6100
COLORS: Dark, Magenta, Cyan, ~note-color 2, Black, C=14 M=7 Y=13 K=0 GRAPHICS: unilever_4c_logo.eps V1.5
Capitalised terms have the meaning ascribed to them in Part VII of this document. All times referred to are London time unless otherwise stated.
Toppan Merrill - Verdi Mailing Notice of EGM Circular ED | 120838 | 01-Oct-25 06:42 | 25-24630-1.ba | Sequence: 1
JOB: 25-24630-1 CYCLE#;BL#: 12; 0 TRIM: 8.27" x 11.69" AS: London: 011-44-20-7422-6100
COLORS: Dark, ~note-color 2, Black, C=14 M=7 Y=13 K=0 GRAPHICS: none V1.5
| Contents General Information |
Page 1 |
|---|---|
| Letter from the Chair of Unilever | 3 |
| Action to be Taken | 8 |
| Part I Expected Timeline of Principal Events | 10 |
| Part II FAQs | 12 |
| Part III Information on the TMICC Group | 17 |
| Part IV Information on the Demerger | 19 |
| Part V Information on the Share Consolidation | 27 |
| Part VI Taxation | 31 |
| Part VII Glossary | 37 |
| Schedule 1 Corporate Sponsored Nominee T&Cs | 41 |
| Schedule 2 Direct Registration System T&Cs | 49 |
| Schedule 3 Notice of General Meeting | 51 |
CHKSUM Content: 19825 Layout: 32106 Graphics: 0 CLEAN
Toppan Merrill - Verdi Mailing Notice of EGM Circular ED | 120838 | 01-Oct-25 06:42 | 25-24630-1.ca | Sequence: 1
The Separation of the Ice Cream Business from Unilever as outlined in this document is subject to certain conditions including (amongst other things) the obtaining of certain regulatory approvals including the admission of TMICC Shares to various stock exchanges. Details of the key terms of the Separation are outlined in the document and will be further described in the TMICC Prospectuses to be published. The Directors will not take the necessary steps to implement the Demerger or the Share Consolidation unless and until the relevant conditions have been or will be satisfied (or, where applicable, waived) and, at the relevant time, the Directors consider that it continues to be in the best interests of Unilever Shareholders and Unilever ADS Holders that the Demerger and the Share Consolidation be implemented.
CHKSUM Content: 25249 Layout: 32450 Graphics: 0 CLEAN
There is no certainty or assurance that all regulatory approvals will be received, or that Separation will complete, on the intended schedule or at all.
Statements made in this document are made only as at the date of this document. The information in this document remains subject to change without notice. Unilever may in its absolute discretion, but without being under any obligation to do so, update or supplement this document. However, except as required by law, Unilever does not intend to, or undertake to, or assume any obligation to, provide any additional information or revise the statements in this document, whether as a result of a change in expectations or assumptions, new information, future events, results or circumstances.
This document does not constitute or contain an offer to Unilever Shareholders or Unilever ADS Holders (or any other person), or a solicitation of an offer from Unilever Shareholders or Unilever ADS Holders (or any other person), in any jurisdiction.
This document has been prepared without reference to the investment objectives, financial and taxation situation or particular needs of any Unilever Shareholder or Unilever ADS Holder or any other person. The information contained in this document does not constitute, and should not be taken as, financial product advice. The Unilever Board encourages you to seek independent financial and taxation advice before making any investment decision.
The contents of this document are not to be construed as legal, business or tax advice. You should consult your own legal adviser, financial adviser or tax adviser for advice.
Investors should only rely on the information contained in this document and any document incorporated into this document by reference. Without limitation to the foregoing, reliance should not be placed on any information in announcements released by Unilever prior to the date hereof, except to the extent that such information is repeated or incorporated by reference into this document. No person has been authorised to give any information or make any representations other than those contained in this document and, if given or made, such information or representations must not be relied upon as having been so authorised.
Unilever Shareholders and Unilever ADS Holders should carefully consider the key risks set out in the TMICC Prospectuses, as well as other information contained in this document and/or the TMICC Prospectuses, before making any investment decision in connection with TMICC Shares.
Unless otherwise stated, the TMICC Prospectuses (and any of their content) and the content of the Unilever Group's website (www.unilever.com) or any website accessible via hyperlinks from the Unilever Group's website are not incorporated into, and do not form part of, this document.
This document contains forward-looking statements. The words "guidance", "foresee", "likely", "potential", "anticipate", "believe", "aim", "estimate", "expect", "intend", "may", "target", "plan", "forecast", "project", "schedule", "will", "should", "seek" and other similar words or expressions are intended to identify forward-looking statements. Similarly, statements that describe the objectives, plans, goals or expectations of Unilever are or may be forward-looking statements.
You should be aware that those statements and any assumptions on which they are based are only opinions and are subject to inherent known and unknown risks and uncertainties, many of which are beyond the control of Unilever. Those risks and uncertainties include factors and risks specific to the industries in which Unilever operates, as well as general economic conditions, prevailing exchange rates and interest rates and conditions in financial markets (for example (not exhaustive) price fluctuations, actual demand, currency fluctuations, production results, operating results, loss of market, industry competition, environmental risks, physical risks, legislative, fiscal and regulatory developments, economic and financial market conditions in various countries, approvals and cost estimates). If any of these variables or other assumptions were to change or be found to be incorrect, this would be likely to cause outcomes to differ from the statements made in this document.
JOB: 25-24630-1 CYCLE#;BL#: 12; 0 TRIM: 8.27" x 11.69" AS: London: 011-44-20-7422-6100
COLORS: C=14 M=7 Y=13 K=0, ~note-color 2, Black, Dark GRAPHICS: none V1.5
None of Unilever nor any of its related bodies corporate, nor any person named in this document or involved in the preparation of this document, makes any representation or warranty (either express or implied) as to the accuracy or likelihood of fulfilment of any forward-looking statement, or any events or results expressed or implied in any forwardlooking statement. Accordingly, you are cautioned not to place undue reliance on those statements.
CHKSUM Content: 38666 Layout: 44268 Graphics: 0 CLEAN
The forward-looking statements in this document reflect views held only at the date of this document. Subject to any continuing obligations under law, Unilever and its related bodies corporate disclaim any obligation or undertaking to distribute after the date of this document any updates or revisions to any forward-looking statements to reflect any change in expectations in relation to those statements or any change in events, conditions or circumstances on which any statement is based.
Past performance and pro forma historical information is given for illustrative purposes only. It should not be relied on and is not indicative of future performance, including future security prices.
Toppan Merrill - Verdi Mailing Notice of EGM Circular ED | 120838 | 01-Oct-25 06:42 | 25-24630-1.ca | Sequence: 2
The release, publication or distribution of this document in jurisdictions other than the United Kingdom, the United States or the Netherlands may be restricted by law and, therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom, the United States or the Netherlands should inform themselves about, and observe, any applicable requirements.
It is the responsibility of any person receiving a copy of this document outside the United Kingdom, the United States or the Netherlands to satisfy themselves as to the full observance of the laws and regulatory requirements of the relevant territory in connection therewith, including obtaining any governmental or other consents which may be required or observing any other formalities required to be observed in such territory and paying any other issue, transfer or other taxes due in such territory. If in doubt, such persons should consult their professional advisers. Persons (including, without limitation, nominees and trustees) receiving this document should not distribute or send it into any jurisdiction when to do so would, or might, contravene local securities laws or regulations.
JOB: 25-24630-1 CYCLE#;BL#: 12; 0 TRIM: 8.27" x 11.69" AS: London: 011-44-20-7422-6100
COLORS: C=14 M=7 Y=13 K=0, ~note-color 2, Black, Dark GRAPHICS: none V1.5

Registered Office Port Sunlight Wirral Merseyside CH62 4ZD United Kingdom
Dear Unilever Shareholder,
Toppan Merrill - Verdi Mailing Notice of EGM Circular ED | 120838 | 01-Oct-25 06:43 | 25-24630-1.da | Sequence: 1
CHKSUM Content: 42976 Layout: 57474 Graphics: 5567 CLEAN
On 19 March 2024, the Unilever Board announced a proposal to separate Unilever's Ice Cream Business to make Unilever a simpler, more focused company, operating four Business Groups across Beauty & Wellbeing, Personal Care, Home Care and Foods.
I am pleased to write to you now to provide an update on the separation, which is proposed to take place in November 2025.
The decision to separate the Ice Cream Business was centred around a number of factors. Relative to other parts of Unilever, the Ice Cream Business operates on the basis of a very distinct set of characteristics. It is a highly seasonal and capital intensive business. It also has a very different channel profile and operates with a supply chain geared to cold chain logistics. This lack of complementarity with the rest of Unilever was becoming increasingly apparent, and so the Board concluded that the Ice Cream Business is more likely to thrive under a different ownership structure. As global market leader in an attractive category — owning some of the world's top ice cream brands and delivering a turnover of €7.9 billion in 2024 — the Board is confident that the Ice Cream Business has a bright future and that Separation will set it up for even greater success.
Equally, the Board is clear that Separation is beneficial for Unilever. It will leave Unilever with a simpler, more focused business, better able to commit effort and resource behind brands and categories that enjoy complementary operating models — and where Unilever's innovation, research & development and go-to-market capabilities can be more effectively leveraged.
After a comprehensive review of the separation options, Unilever announced on 13 February 2025 that the Ice Cream Business will be known as The Magnum Ice Cream Company, and that separation would be implemented through a Demerger.
The Unilever Board believes that this will maximise value for shareholders, who immediately after the Demerger will hold shares in a more focused Unilever and shares in an exciting pure-play ice cream business. Upon implementation of the Demerger:
Qualifying Shareholders and Qualifying ADS Holders will receive one TMICC Share for every five Unilever Shares or Unilever ADSs (as applicable) that they hold at the Demerger Record Time
Qualifying Shareholders and Qualifying ADS Holders will also retain their existing interests in Unilever Shares and Unilever ADSs (as applicable) (subject to any changes as a result of the Share Consolidation, as explained below)
In connection with the Demerger and conditional on its completion, it is also proposed that Unilever will consolidate (or sub-divide and consolidate) its existing issued share capital in order to reduce the total number of Unilever Shares in issue (while increasing the nominal value per share). The approval of Unilever Shareholders for this matter will be sought at the General Meeting as described in paragraph 4 below.
JOB: 25-24630-1 CYCLE#;BL#: 12; 0 TRIM: 8.27" x 11.69" AS: London: 011-44-20-7422-6100
COLORS: Dark, Yellow, Magenta, C=14 M=7 Y=13 K=0, Cyan, ~note-color 2, Black GRAPHICS: 24630-1_chair_4c_pht.eps V1.5
The Demerger will result in The Magnum Ice Cream Company N.V. ("TMICC"), a company incorporated and headquartered in the Netherlands, becoming a listed company separate from Unilever.
Toppan Merrill - Verdi Mailing Notice of EGM Circular ED | 120838 | 01-Oct-25 06:43 | 25-24630-1.da | Sequence: 2
From a single company
CHKSUM Content: 14007 Layout: 50370 Graphics: 5934 CLEAN

Upon completion of the Demerger, Qualifying Shareholders and Qualifying ADS Holders will receive one TMICC Share for every five Unilever Shares or Unilever ADSs (as applicable) that they hold at the Demerger Record Time. They will also continue to hold their Unilever Shares following the Demerger.
Immediately after completion of the Demerger, TMICC will issue the Retained Shares to the Unilever Group (as further described at paragraph 2.4 of Part IV) of this document, following which Qualifying Shareholders and Qualifying ADS Holders will hold approximately 80.1 per cent. of the issued share capital of TMICC and the Unilever Group will hold approximately 19.9 per cent.
TMICC is seeking admission to trading on Euronext Amsterdam, the London Stock Exchange (on the Equity Shares (Commercial Companies) category) and the New York Stock Exchange. This will ensure that Qualifying Shareholders and Qualifying ADS Holders will be able to hold and trade TMICC Shares across the same three markets on which Unilever securities are currently traded. Unlike Unilever, which has ADSs trading on the New York Stock Exchange, the TMICC securities which will trade on the New York Stock Exchange will be ordinary shares.
Subject to the satisfaction of certain conditions, the Demerger is expected to complete on Saturday 8 November 2025. Admission of the TMICC Shares to listing and trading, and the commencement of dealings in TMICC Shares, are anticipated to take place on Monday 10 November 2025. An expected timeline of principal events is set out in Part I of this document.
Part IV of this document provides Unilever Shareholders with further information on the Demerger.
COLORS: Dark, Yellow, Magenta, C=14 M=7 Y=13 K=0, Cyan, ~note-color 2, Black GRAPHICS: 24630-1_unil_mag_4c_flow.eps V1.5
JOB: 25-24630-1 CYCLE#;BL#: 12; 0 TRIM: 8.27" x 11.69" AS: London: 011-44-20-7422-6100
It also describes the way in which Qualifying Shareholders and Qualifying ADS Holders will receive TMICC Shares, including fractional entitlements, and the way in which TMICC Shares can be traded and settled on the relevant stock exchanges following the Demerger.
CHKSUM Content: 63304 Layout: 55432 Graphics: 60447 CLEAN
Toppan Merrill - Verdi Mailing Notice of EGM Circular ED | 120838 | 01-Oct-25 06:43 | 25-24630-1.da | Sequence: 3
Notwithstanding the above, if the Unilever Board determines at any time that the Demerger no longer continues to be in the best interests of Unilever and the Unilever Shareholders, it is entitled, in its sole discretion, to decide not to proceed with the Demerger (and the Share Consolidation).
The TMICC Group is a global market leader in ice cream across developed and emerging markets, operating in 80 countries. Accounting for approximately 21 per cent. of the global retail ice cream market in 2024, the TMICC Group is the largest ice cream company by retail sales in the world.1
Part III of this document contains a brief description of the TMICC Group and its business and of the arrangements that have been entered into as part of Separation, including details of key transitional arrangements between Unilever and the TMICC Group.
Further information on the TMICC Group will be available in the TMICC Prospectuses (once published), and shareholders are encouraged to read the relevant TMICC Prospectus in full.
Following the Demerger, the Unilever Group itself will no longer own the Ice Cream Business (other than as a minority shareholder through its holding of the Retained Shares). As a result, Unilever expects that its market capitalisation and share price will likely adjust to reflect the revised scope of its business operations.
Therefore, in connection with the Demerger and conditional on its completion, it is also proposed that Unilever will consolidate (or sub-divide and consolidate) its existing issued share capital in order to reduce the total number of Unilever Shares in issue (while increasing the nominal value per share).
The Share Consolidation is intended to maintain comparability between Unilever's share price and per share metrics (including earnings per share and dividends per share) before and after the Demerger, while also preserving (as far as reasonably possible) the value of awards granted under Unilever Share Plans, avoiding the need for any specific adjustments to the numbers of awards under those plans.
As all Existing Unilever Shares will be consolidated, whilst each Unilever Shareholder will hold fewer New Unilever Shares by number, each Unilever Shareholder will still hold the same proportion of Unilever's share capital after the Share Consolidation as they held immediately before it. Although the New Unilever Shares will have a different nominal value, they will have the same rights and be subject to the same restrictions (save as to nominal value) as the Existing Unilever Shares prior to the consolidation.

TMICC analysis based on Euromonitor, Snacks 2026 edition, Retail Value Sales (RSP) in EUR, y-o-y ex. rates, current prices, adjusted for economic ownership of brands in each market.
The Share Consolidation will be implemented following the Demerger. This diagram is illustrative only as the ratio of Existing Unilever Shares to New Unilever Shares cannot be fixed at the time of publication of this document. See Part V of this document for further details on the process for determining the ratio for the Share Consolidation.
JOB: 25-24630-1 CYCLE#;BL#: 12; 0 TRIM: 8.27" x 11.69" AS: London: 011-44-20-7422-6100
COLORS: Dark, Yellow, Magenta, C=14 M=7 Y=13 K=0, Cyan, ~note-color 2, Black GRAPHICS: fc_consolidation-4c.eps V1.5
The Share Consolidation requires the approval of Unilever Shareholders and will only take effect if the Demerger completes. It is expected to take place on Tuesday 11 November 2025 (or such other date as the Unilever Board may determine). In the event that the Share Consolidation takes place on Tuesday 11 November 2025, it is expected that admission and dealings in New Unilever Shares will commence on the London Stock Exchange at 8:00 a.m. and on Euronext Amsterdam at 9:00 a.m. (Amsterdam time) and, in the case of New Unilever ADSs, on the New York Stock Exchange at 9:30 a.m. (New York time).
CHKSUM Content: 39904 Layout: 38579 Graphics: 0 CLEAN
Toppan Merrill - Verdi Mailing Notice of EGM Circular ED | 120838 | 01-Oct-25 06:43 | 25-24630-1.da | Sequence: 4
In connection with the Share Consolidation, a technical amendment is required to Unilever's Articles to ensure Unilever Shareholders continue to have one vote per ordinary share held by them. It is also proposed to amend the authority for the repurchase of shares granted at the 2025 Annual General Meeting to reflect the change in nominal value of the Unilever Shares as a result of the Share Consolidation.
The approval of Unilever Shareholders for these matters will be sought at the General Meeting. The General Meeting will be held at 8:00 a.m. on Tuesday 21 October 2025 at the offices of Linklaters, One Silk Street, London EC2Y 8HQ.
Further details in respect of the Share Consolidation, including the process for determining the ratio for the Share Consolidation and the impact of the Share Consolidation on Unilever ADS Holders, are set out in Part V of this document. The formal Notice of General Meeting, together with the explanatory notes to the business of the meeting, is set out in Schedule 3 of this document.
Your Board unanimously believes that the Resolutions set out in the Notice of General Meeting are in the best interests of Unilever and Unilever Shareholders as a whole. Accordingly, the Unilever Directors unanimously recommend that you vote in favour of the Resolutions, as they intend to do themselves in respect of their own Unilever Shares, by completing, signing and returning the Form of Proxy as soon as possible and, in any event, by no later than 8:00 a.m. on Sunday 19 October 2025. The Demerger is not conditional on the passing of the Resolutions and may proceed if the Resolutions are not passed.
As with the Demerger, if the Unilever Board determines at any time that the Share Consolidation no longer continues to be in the best interests of Unilever and the Unilever Shareholders, it is entitled, in its sole discretion, not to proceed with the Share Consolidation.
Subject to relevant regulatory approvals, on or around Wednesday 5 November 2025, TMICC will publish:
The TMICC Prospectuses will be available, once published, on TMICC's website at https://corporate.magnumicecream.com/ en/home.html.
The TMICC Prospectuses will contain important information about TMICC and the Demerger, and Unilever Shareholders are encouraged to read the relevant TMICC Prospectus in full.
Please refer to paragraph 2.9 of Part IV and paragraph 1.6 of Part V of this document for information on the impact of the Demerger and Share Consolidation on Unilever Share Plans. Participants in Unilever Share Plans will also be sent a separate letter explaining the implications of the Demerger and the Share Consolidation for their awards and what action, if any, they may need to take.
Please refer to paragraph 3.4.6 of Part IV of this document for a description of the implications of the Demerger for Overseas Shareholders.
JOB: 25-24630-1 CYCLE#;BL#: 12; 0 TRIM: 8.27" x 11.69" AS: London: 011-44-20-7422-6100
COLORS: Dark, ~note-color 2, Black, C=14 M=7 Y=13 K=0 GRAPHICS: none V1.5
This document contains responses to a set of "Frequently Asked Questions" or "FAQs", which Unilever hopes will answer questions you may have about the Demerger and the Share Consolidation. Please see Part II of this document for those FAQs.
Details of the actions required from Unilever Shareholders in relation to the General Meeting are set out in the section of this document entitled "Action to be Taken" on page 8.
CHKSUM Content: 28540 Layout: 52423 Graphics: 0 CLEAN
Please refer to Part VI of this document for a summary of certain United Kingdom, United States and Dutch tax implications of the Demerger and Share Consolidation.
Toppan Merrill - Verdi Mailing Notice of EGM Circular ED | 120838 | 01-Oct-25 06:43 | 25-24630-1.da | Sequence: 5
Unilever Shareholders holding shares in certificated form or through CREST can call Computershare Investor Services PLC for further assistance on +44 (0)370 600 3977.
Unilever Shareholders holding shares through Euroclear can call ABN AMRO Bank N.V. for further assistance on +31 (0) 20 628 6070.
Unilever ADS Holders can call Deutsche Bank Trust Company Americas for further assistance on +1 866 249 2593 (tollfree for Unilever ADS Holders calling from within the US) or +1 718 921 8137 (for Unilever ADS Holders calling from outside the US).
Thank you for taking the time to read this letter. You are encouraged to read the rest of this document, which contains important information regarding TMICC, the Demerger, the Share Consolidation and the General Meeting, and the relevant TMICC Prospectus in full (once available), which will contain important information regarding TMICC and the Demerger.
Yours faithfully,
Ian Meakins Chair of Unilever
JOB: 25-24630-1 CYCLE#;BL#: 12; 0 TRIM: 8.27" x 11.69" AS: London: 011-44-20-7422-6100
You should read this document in full, including before making any decision on how to vote at the General Meeting. This document contains important information and sets out the reasons for the Resolutions.
CHKSUM Content: 29179 Layout: 28494 Graphics: 0 CLEAN
A General Meeting of Unilever's shareholders will be held at the offices of Linklaters, One Silk Street, London EC2Y 8HQ, United Kingdom at 8:00 a.m. on Tuesday 21 October 2025 to consider the Resolutions to approve: (i) the Share Consolidation and the related amendment to Unilever's Articles; and (ii) an amendment to the authority for Unilever to repurchase its own shares in connection with the Share Consolidation.
The formal notice for this General Meeting is set out in Schedule 3 of this document.
Toppan Merrill - Verdi Mailing Notice of EGM Circular ED | 120838 | 01-Oct-25 06:43 | 25-24630-1.da | Sequence: 6
The Unilever Board unanimously recommends that you vote in favour of the Resolutions and urges you to either: (i) register your proxy vote using our electronic voting facility; or (ii) complete, sign and return the Form of Proxy, as soon as possible and no later than 8:00 a.m. on Sunday 19 October 2025.
All Unilever Shareholders are strongly encouraged to complete and return the Form of Proxy appointing the Chair of the General Meeting as proxy. This will ensure that your vote will be counted irrespective of attendance. You can do this by:
JOB: 25-24630-1 CYCLE#;BL#: 12; 0 TRIM: 8.27" x 11.69" AS: London: 011-44-20-7422-6100
COLORS: Dark, ~note-color 2, Black, C=14 M=7 Y=13 K=0 GRAPHICS: none V1.5
rendering your voting instructions electronically via www.abnamro.com/evoting (if you hold Unilever Shares through Euroclear Nederland).
If you complete the Form of Proxy, please return it by no later than 8:00 a.m. on Sunday 19 October 2025 (or in the case of an adjournment, no later than 48 hours before the time and date set for the adjourned meeting) to Unilever's registrars: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY.
If you are in the United Kingdom and have completed a Form of Proxy, you can use the business reply envelope provided to you. Please refer to Schedule 3 of this document and in particular the Notes to the Notice of General Meeting for a detailed explanation of voting procedures.
Registered holders of Unilever ADSs will be able to complete a Unilever ADS Voting Instruction Card sent separately by (or on behalf of) Deutsche Bank Trust Company Americas to exercise your voting rights. If you complete the Unilever ADS Voting Instruction Card, please return it by no later than 10:00 a.m. (New York time) on Tuesday 14 October 2025. If you hold your Unilever ADSs indirectly via a bank, broker, share plan administrator or other financial institution, you must rely on the procedures of such nominee to exercise your voting rights.
Unilever Shareholders can attend the General Meeting at the offices of Linklaters, One Silk Street, London EC2Y 8HQ at 8:00 a.m. on Tuesday 21 October 2025. If you do not wish to attend the General Meeting, you may vote as above. Unilever Shareholders may also submit questions prior to the meeting for the Chair of the General Meeting to respond to. Any such question should relate to the business of the meeting and should be submitted via [email protected] before 1:00 p.m. on Friday 10 October 2025. Unilever may summarise and bundle questions thematically or set further conditions to facilitate the smooth running of the meeting.
If your Unilever Shares are held via a nominee account, you will need to contact your nominee account representative to obtain a letter of representation to attend the meeting on Tuesday 21 October 2025.
Apart from completing and returning the Form of Proxy or giving voting instructions, you do not need to take any further action.
No vote is required in respect of the Demerger and TMICC Shares will be delivered automatically to Qualifying Shareholders and Qualifying ADS Holders on completion of the Demerger. The Demerger is not conditional on the passing of the Resolutions and may proceed if the Resolutions are not passed.
CHKSUM Content: 60887 Layout: 6747 Graphics: 0 CLEAN
Toppan Merrill - Verdi Mailing Notice of EGM Circular ED | 120838 | 01-Oct-25 06:43 | 25-24630-1.da | Sequence: 7
Unilever Shareholders holding Unilever Shares through CREST can call Computershare Investor Services PLC for further assistance on +44 (0)370 600 3977.
Lines are open 8:30 a.m. to 5:30 p.m. Monday to Friday (excluding Bank Holidays). Calls to the shareholder helpline from outside the United Kingdom will be charged at international rates. Charges from mobiles and other telephone provider costs may apply.
Unilever Shareholders holding Unilever Shares through Euroclear can call ABN AMRO Bank N.V. for further assistance on +31 (0) 20 628 6070.
Lines are open 8:30 a.m. to 6:00 p.m. (Amsterdam time) Monday to Friday (excluding Bank Holidays). Calls to the shareholder helpline from outside the Netherlands will be charged at international rates. Charges from mobiles and other telephone provider costs may apply.
Unilever ADS Holders can call Deutsche Bank Trust Company Americas for further assistance on +1 866 249 2593 (toll-free for Unilever ADS Holders calling from within the US) or +1 718 921 8137 (for Unilever ADS Holders calling from outside the US).
Look out for further information on the Demerger website: https://www.unilever.com/investors/the-magnum-icecream-company-demerger and TMICC's website: https://www.corporate.magnumicecream.com.
JOB: 25-24630-1 CYCLE#;BL#: 12; 0 TRIM: 8.27" x 11.69" AS: London: 011-44-20-7422-6100
CHKSUM Content: 26243 Layout: 20133 Graphics: 0 CLEAN
Toppan Merrill - Verdi Mailing Notice of EGM Circular ED | 120838 | 01-Oct-25 06:43 | 25-24630-1.ea | Sequence: 1
| Event | Indicative timings and/or dates1 |
|---|---|
| Record time and date for Unilever ADS Holders' entitlement to vote at the General Meeting |
Close of business (New York time) on Thursday 11 September 2025 |
| Closing of the Unilever ADS issuance and cancellation books for the purposes of the General Meeting2 |
Start of business (New York time) on Friday 12 September 2025 |
| Publication of this document and Notice of General Meeting for the Share Consolidation |
Thursday 2 October 2025 |
| Latest time and date for receipt of Unilever ADS Voting Instruction Cards from Unilever ADS Holders |
10:00 a.m. (New York time) on Tuesday 14 October 2025 |
| Latest time and date for receipt of Form of Proxy and CREST Proxy Instructions from Unilever Shareholders |
8:00 a.m. on Sunday 19 October 2025 |
| Record time and date for Unilever Shareholders' entitlement to vote at the General Meeting |
6:30 p.m. on Sunday 19 October 2025 |
| General Meeting of Unilever to approve the Share Consolidation and other special resolutions |
8:00 a.m. on Tuesday 21 October 2025 |
| Announcement of result of General Meeting | Tuesday 21 October 2025 (after the General Meeting) |
| Expected publication date of the TMICC Prospectuses3 | Wednesday 5 November 2025 |
| Closing of the Unilever ADS issuance and cancellation books for the purposes of the Demerger Dividend and Share Consolidation4 |
Start of business (New York time) on Thursday 6 November 2025 |
| Latest time and date for transfers of Unilever Shares to be registered in order for the transferee to be registered at the Demerger Record Time5 |
6:00 p.m. on Friday 7 November 2025 |
| Demerger Record Time | 10:00 p.m. on Friday 7 November 2025 |
| Demerger Effective Time | 6:00 p.m. on Saturday 8 November 2025 |
| Issuance of Retained Shares to the Unilever Group | Sunday 9 November 2025 |
| Ex dividend date for the Demerger | Monday 10 November 2025 |
| Admission of TMICC to trading on each of Euronext Amsterdam, the London Stock Exchange and the New York Stock Exchange |
Monday 10 November 2025 |
| TMICC Shares commence trading on Euronext Amsterdam | 9:00 a.m. (Amsterdam time) on Monday 10 November 2025 |
| TMICC Shares commence trading on the London Stock Exchange | 8:00 a.m. on Monday 10 November 2025 |
| Crediting of TMICC Shares in DTC | As soon as possible after 8:00 a.m. (New York time) on Monday 10 November 2025 |
| Crediting of CREST accounts and Euroclear accounts with TMICC Depositary Interests |
As soon as possible after 8:00 a.m. (New York time) on Monday 10 November 2025 |
| TMICC Shares commence trading on the New York Stock Exchange | 9:30 a.m. (New York time) on Monday 10 November 2025 |
| Share Consolidation Record Time | 10:00 p.m. on Monday 10 November 2025 |
| Share Consolidation becomes effective6 | 8:00 a.m. on Tuesday 11 November 2025 |
| New Unilever Shares commence trading on the London Stock Exchange |
8:00 a.m. on Tuesday 11 November 2025 |
| New Unilever Shares commence trading on Euronext Amsterdam | 9:00 a.m. (Amsterdam time) on Tuesday 11 November 2025 |
JOB: 25-24630-1 CYCLE#;BL#: 12; 0 TRIM: 8.27" x 11.69" AS: London: 011-44-20-7422-6100
| Event | Indicative timings and/or dates1 |
|---|---|
| Crediting of CREST accounts with New Unilever Shares | As soon as possible after 8:00 a.m. on Tuesday 11 November 2025 |
| New Unilever ADSs commence trading on the New York Stock Exchange |
9:30 a.m. (New York time) on Tuesday 11 November 2025 |
| Despatch of statements for TMICC Shares | by Monday 24 November 2025 |
| Despatch of fractional payments resulting from the sale of the aggregated TMICC Shares as a result of the Demerger |
by Monday 24 November 2025 |
| Despatch of certificates for New Unilever Shares | by Tuesday 25 November 2025 |
| Despatch of fractional payments resulting from the sale of aggregated New Unilever Shares as a result of the Share Consolidation |
by Tuesday 25 November 2025 |
CHKSUM Content: 30576 Layout: 30900 Graphics: 0 CLEAN
JOB: 25-24630-1 CYCLE#;BL#: 12; 0 TRIM: 8.27" x 11.69" AS: London: 011-44-20-7422-6100
Toppan Merrill - Verdi Mailing Notice of EGM Circular ED | 120838 | 01-Oct-25 06:43 | 25-24630-1.ea | Sequence: 3
The Unilever Board believes that the separation of the Ice Cream Business is in the best interests of Unilever and its shareholders as a whole, to make Unilever a simpler, more focused company operating four Business Groups (i.e. Beauty & Wellbeing; Personal Care; Home Care; and Foods) with complementary operating models. The Ice Cream Business operates on the basis of a very distinct set of characteristics. It is a highly seasonal and capital intensive business. It also has a very different channel profile and operates with a supply chain geared to cold chain logistics.
CHKSUM Content: 29038 Layout: 62233 Graphics: 0 CLEAN
This lack of complementarity with the rest of Unilever was becoming increasingly apparent, and so the Board concluded that the Ice Cream Business is more likely to thrive under a different ownership structure. As a global market leader in an attractive category — owning some of the world's top ice cream brands — the Board is confident that the Ice Cream Business has a bright future and that Separation will set it up for even greater success.
Equally, the Board is clear that Separation is beneficial for Unilever. It will leave Unilever with a simpler, more focused business, better able to commit effort and resource behind brands and categories that enjoy complementary operating models — and where Unilever's innovation, research & development and go-to-market capabilities can be more effectively leveraged.
Unilever anticipates that the Demerger will take place and TMICC Shares will be issued to Qualifying Shareholders and Qualifying ADS Holders on Saturday 8 November 2025, with the first day of trading in TMICC Shares expected to be Monday 10 November 2025. Please see Part I of this document for the expected timeline of principal events.
The Demerger is conditional on the receipt of certain regulatory approvals in connection with the admission of the TMICC Shares to listing in the Netherlands, the UK and the US, and to trading on each of Euronext Amsterdam, the London Stock Exchange (on the Equity Shares (Commercial Companies) category of the FCA's Official List) and the New York Stock Exchange.
Unilever will also only proceed with the Demerger and approve the Demerger Dividend if the Unilever Board believes that the Demerger continues to be in the best interests of Unilever and its shareholders.
The approval of Unilever Shareholders is not required for the Demerger. The General Meeting is being held to approve the Share Consolidation and related matters.
TMICC is seeking admission to trading of TMICC Shares on Euronext Amsterdam, the London Stock Exchange and the New York Stock Exchange. This will ensure that Qualifying Shareholders and Qualifying ADS Holders will be able to hold and trade their TMICC Shares across the same three markets on which Unilever Shares and Unilever ADSs are currently traded (except that TMICC Shares will be listed directly on the New York Stock Exchange, unlike Unilever Shares which are instead represented by Unilever ADSs).
Index inclusion will be determined by the index providers' specific rules. It is expected that the indices in which TMICC will be included will be announced shortly before the Admission Date.
It is not anticipated that TMICC Shares will be eligible for inclusion in any of the FTSE UK series indices (such as the FTSE100, of which Unilever is a constituent member).
JOB: 25-24630-1 CYCLE#;BL#: 12; 0 TRIM: 8.27" x 11.69" AS: London: 011-44-20-7422-6100
COLORS: Dark, ~note-color 2, Black, C=14 M=7 Y=13 K=0 GRAPHICS: none V1.5
No, you are not required to take any action — Qualifying Shareholders and Qualifying ADS Holders will receive their TMICC Shares automatically once the Demerger takes effect. Please see Part IV of this document for further information.
Qualifying Shareholders that are on the Unilever register of members as at the Demerger Record Time will receive one TMICC Share for every five Unilever Shares that they hold.
CHKSUM Content: 21956 Layout: 12312 Graphics: 0 CLEAN
Qualifying ADS Holders as at the Demerger Record Time will receive one TMICC Share for every five Unilever ADSs that they hold.
The number of Unilever Shares or Unilever ADSs that Unilever Shareholders or Unilever ADS Holders hold respectively will not be affected by the Demerger. However, the number of Unilever Shares or Unilever ADSs that Unilever Shareholders or Unilever ADS Holders hold will be impacted by the Share Consolidation. Please read section 3 of this Part II for further information.
As with all listed securities, the price of both Unilever's and TMICC's securities are subject to change and will be influenced by market forces, including factors that are unrelated to either company's underlying financial performance.
Toppan Merrill - Verdi Mailing Notice of EGM Circular ED | 120838 | 01-Oct-25 06:43 | 25-24630-1.ea | Sequence: 4
Qualifying Shareholders and Qualifying ADS Holders will receive shares in TMICC pursuant to the Demerger Dividend if they (or their relevant nominee(s)) are recorded on the relevant Unilever register at the Demerger Record Time, which is expected to be 10:00 p.m. on Friday 7 November 2025.
It is currently expected that the Demerger will complete on Saturday 8 November 2025, on which date the TMICC Shares will be issued to Qualifying Shareholders and Qualifying ADS Holders.
Admission of the TMICC Shares to trading on each of Euronext Amsterdam, the London Stock Exchange and the New York Stock Exchange is expected to take place on Monday 10 November 2025, with the first day of trading in TMICC Shares expected to be Monday 10 November 2025.
Exactly how and when you will receive your TMICC Shares will depend on how you hold your Unilever Shares or Unilever ADSs. Please read Part IV of this document, in which further information on settlement is provided.
The settlement mechanics for the Demerger have been designed so that, as far as reasonably practicable, Qualifying Shareholders will receive interests in TMICC Shares delivered in the same or an equivalent form as their holding of Unilever Shares.
The precise settlement mechanics relevant to a particular Qualifying Shareholder depend on the way in which that Qualifying Shareholder holds their Unilever Shares at the Demerger Record Time.
For instance, Qualifying Shareholders holding their Unilever Shares in CREST will receive interests in TMICC Shares in CREST (settled in the form of Depositary Interests). Qualifying Shareholders holding interests in Unilever Shares in Euroclear will receive interests in TMICC Shares in Euroclear.
For information on the settlement arrangements, please refer to Part IV of this document.
JOB: 25-24630-1 CYCLE#;BL#: 12; 0 TRIM: 8.27" x 11.69" AS: London: 011-44-20-7422-6100
COLORS: Dark, ~note-color 2, Black, C=14 M=7 Y=13 K=0 GRAPHICS: none V1.5
TMICC has arranged for Computershare Investor Services PLC to provide a corporate sponsored nominee service (the "Nominee Service").
Under this Nominee Service, Computershare Company Nominees Limited (the "Nominee") will hold Depositary Interests (representing the TMICC Shares to which you would have been entitled) in its CREST account and act as nominee on your behalf.
The Nominee Service will enable you to hold and settle trades placed on the London Stock Exchange via the Nominee. You will receive a statement evidencing the number of Depositary Interests held in the Nominee Service on your behalf.
CHKSUM Content: 52693 Layout: 7246 Graphics: 0 CLEAN
You will receive your TMICC Shares in registered form, meaning that your name will be entered into TMICC's shareholder register as the owner of the relevant number of TMICC Shares.
Please note that this also applies to Unilever ADS Holders who hold their Unilever ADSs in registered or certificated form.
Any TMICC Shares delivered in this way will be administered via the DRS. The DRS is a service provided by DTC to facilitate the holding of TMICC Shares outside DTC and allow the relevant TMICC DRS Shareholder to hold their TMICC Shares in book-entry form in their own name. Further information about the DRS, which will apply to holdings of TMICC Shares can be found in Schedule 2 to this document or downloaded at https://www-us.computershare.com/Investor/#Help/ PrintableForms.
Please read Part IV of this document, in which further information on settlement is provided.
Toppan Merrill - Verdi Mailing Notice of EGM Circular ED | 120838 | 01-Oct-25 06:43 | 25-24630-1.ea | Sequence: 5
Only Qualifying Shareholders and Qualifying ADS Holders on the relevant Unilever register as at the Demerger Record Time are entitled to receive TMICC Shares on completion of the Demerger.
If you sell or have sold or otherwise transferred all of your Unilever Shares or Unilever ADSs, please send this document together with the accompanying documents at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee. However, such documents should not be forwarded or transmitted in or into or from any jurisdiction in which such act would constitute a violation of the relevant laws of such jurisdiction.
If you sell or have sold or otherwise transferred only part of your holding of Unilever Shares or Unilever ADSs, you should retain these documents and contact the bank, stockbroker or other agent through whom the sale or transfer was effected.
If you trade your Unilever Shares before the ex dividend date for the Demerger, then, unless you otherwise agree with the purchaser or transferee, the transferee of such Unilever Shares will be entitled to the benefit of the TMICC Shares and you will need to pass the benefit to the transferee (even if you are the recorded owner at the Demerger Record Time).
Qualifying Shareholders and Qualifying ADS Holders will be eligible to receive one TMICC Share for every five Unilever Shares or Unilever ADSs (as applicable) they hold as at the Demerger Record Time. Any holding of Unilever Shares or Unilever ADSs which is not exactly divisible by five will result in the number of entitlements to TMICC Shares to be received being rounded down to the nearest whole number.
Individual fractional entitlements to TMICC Shares will be aggregated and the resulting TMICC Shares sold in the open market, as soon as practicable, at the best price reasonably obtainable, and, subject to applicable law, the net proceeds will be paid to each Qualifying Shareholder and Qualifying ADS Holder.
Yes. Following the Demerger, Unilever will retain a holding of approximately 19.9 per cent. in TMICC (i.e. the Retained Shares).
However, in accordance with applicable US federal tax laws and regulations, Unilever will exercise any votes attaching to the Retained Shares in proportion to the votes cast by TMICC's other shareholders.
Over time, Unilever intends to sell the Retained Shares in an orderly and considered manner and in any event will dispose of all the Retained Shares within five years of the date of the Demerger. Unilever intends to use the proceeds of any sale to pay separation costs and maintain capital flexibility through a reduction in net debt.
JOB: 25-24630-1 CYCLE#;BL#: 12; 0 TRIM: 8.27" x 11.69" AS: London: 011-44-20-7422-6100
COLORS: Dark, ~note-color 2, Black, C=14 M=7 Y=13 K=0 GRAPHICS: none V1.5
Unilever will not have the right to appoint a director to serve on the TMICC Board following the Demerger. However, it is expected that Reginaldo Ecclissato, a member of the Unilever Leadership Executive, will join the TMICC Board to provide his invaluable experience to TMICC in the period post-Demerger for up to a maximum period of two years.
Following the Demerger, the Unilever Group itself will no longer own the Ice Cream Business (other than as a minority shareholder through its holding of the Retained Shares). As a result, Unilever expects that its market capitalisation and share price will likely adjust to reflect the revised scope of its business operations.
CHKSUM Content: 59747 Layout: 48888 Graphics: 0 CLEAN
Reducing the number of Unilever Shares is intended to ensure that there will be comparability, so far as practicable, between Unilever's share price and per share metrics (including earnings per share and dividends per share) before and after the Demerger (subject to interim market movements). The Share Consolidation is also designed to preserve (as far as reasonably possible) the value of awards granted under any Unilever Share Plan, thereby avoiding the need for any specific adjustments to the numbers of awards under those schemes.
Share consolidations are commonly undertaken by companies following a demerger, for the reasons set out above.
If the Share Consolidation, and associated Resolutions, are not approved by Unilever Shareholders at the General Meeting, the Unilever Remuneration Committee will reconsider what action (if any) may be appropriate in the circumstances in respect of options and awards outstanding under the Unilever Share Plans.
Toppan Merrill - Verdi Mailing Notice of EGM Circular ED | 120838 | 01-Oct-25 06:43 | 25-24630-1.ea | Sequence: 6
Other than having a different nominal value, each New Unilever Share will carry the same rights as set out in Unilever's Articles that currently attach to the Existing Unilever Shares.
The proportion of the issued ordinary share capital of Unilever held by each Unilever Shareholder will, save for fractional entitlements, remain unchanged as a result of the Share Consolidation.
Yes. The Share Consolidation, and associated Resolutions, require the approval of Unilever Shareholders. Details of the Resolutions proposed to be passed can be found in the Notice of General Meeting set out in Schedule 3 of this document.
It is expected that Unilever will consolidate (or sub-divide and consolidate) its existing issued share capital in order to reduce the total number of Unilever Shares in issue (while increasing the nominal value of such shares) at 8:00 a.m. on Tuesday 11 November 2025.
The ratio for the Share Consolidation and the number of New Unilever Shares or New Unilever ADSs that each Unilever Shareholder or Unilever ADS Holder (respectively) will receive for each Existing Unilever Share or Existing Unilever ADS held at the Share Consolidation Record Time cannot be fixed at the time of publication of this document.
The ratio is expected to be confirmed by the Unilever Board on or around Monday 10 November 2025 and will primarily be determined by comparing the price of Existing Unilever Shares following the Demerger against the price thereof immediately prior to the Demerger (or such other method, (or such other time and/or date as the Unilever Board may determine). In determining the ratio, the Unilever Board may make necessary adjustments to this calculation methodology as required to avoid an overly complex ratio, fractional entitlements that may arise following the Share Consolidation or other issues that may result from such Share Consolidation.
Once determined, the ratio will be announced by Unilever via RNS, Euronext Announcement Services and the New York Stock Exchange Trader Updates (noting that such announcement may be made outside of standard business hours).
Fractional entitlements may arise as a result of the Share Consolidation. Any holding of Unilever Shares which is not exactly divisible by the consolidation ratio (once determined) will result in the number of entitlements to New Unilever Shares to be received being rounded down to the nearest whole number.
Individual fractional entitlements to New Unilever Shares will be aggregated and the resulting New Unilever Shares sold in the open market, as soon as practicable, at the best price reasonably obtainable, and, subject to applicable law, the net proceeds will be paid to each Unilever Shareholder according to his or her entitlement.
JOB: 25-24630-1 CYCLE#;BL#: 12; 0 TRIM: 8.27" x 11.69" AS: London: 011-44-20-7422-6100
COLORS: Dark, ~note-color 2, Black, C=14 M=7 Y=13 K=0 GRAPHICS: none V1.5
A summary of the impact of the Share Consolidation on Unilever ADS Holders is set out in paragraph 1.5 of Part V of this document.
Yes. The Demerger is not conditional on the passing of the Resolutions and may proceed if the Resolutions are not passed.
4.1 Will the Demerger and the Share Consolidation have any tax impacts for Unilever Shareholders and Unilever ADS Holders?
CHKSUM Content: 23732 Layout: 7246 Graphics: 0 CLEAN
Please refer to Part VI of this document.
Toppan Merrill - Verdi Mailing Notice of EGM Circular ED | 120838 | 01-Oct-25 06:43 | 25-24630-1.ea | Sequence: 7
The Demerger and Share Consolidation are not expected to impact Unilever's dividend policy of paying an attractive, sustainable dividend to Unilever Shareholders and Unilever ADS Holders with an expected dividend payout ratio of approximately 60 per cent. of underlying earnings per share. The Demerger and Share Consolidation will not affect the expected payment date of the Q3 2025 Dividend to Unilever Shareholders and Unilever ADS Holders registered on the record date for the Q3 2025 Dividend. However, please check the Unilever website for the latest details of other key dates related to the Q3 2025 Dividend (including the ex-dividend date, the record date and deadlines for making dividend reinvestment and other key elections) as these may change.
The Share Consolidation is intended to maintain comparability, as far as practicable, between Unilever's share price and per share metrics (including earnings per share and dividends per share) before and after the Demerger.
Holders of conditional share plan awards (e.g. PSP and ASP awards under the Unilever Share Plan 2017 and Unilever North America Omnibus Equity Compensation Plan, and Match Shares under the SHARES Plan) will not participate in the Demerger and will therefore not receive TMICC Shares.
Holders of awards that give rise to participants having a beneficial ownership of Unilever Shares or Unilever ADSs (e.g. bonus deferral awards under the Unilever Share Plan 2017 and Unilever North America Omnibus Equity Compensation Plan, Investment Shares under the SHARES Plan, and Partnership and Dividend shares under UK ShareBuy) will participate in the Demerger, meaning that these participants will receive TMICC Shares (or a beneficial entitlement to TMICC Shares). The Compensation Committee has determined that TMICC Shares will be received and held subject to the same terms as the underlying award of Unilever Shares or Unilever ADSs.
Subject to the above, awards under the Unilever Share Plans held by participants remaining in the Unilever Group would continue to remain outstanding on their existing terms following the Demerger. Participants in the Unilever Share Plans whose employment is moving out of the Unilever Group on completion of the Demerger will, in addition to the impact on awards as a result of the Demerger as described above, have their rights under the Unilever Share Plans treated in accordance with the rules of the relevant plans, as "good leavers".
More detailed information will be provided separately to participants in any Unilever Share Plan explaining the impact of the Demerger on their awards under the Unilever Share Plans.
To support the listing and register structure for TMICC Shares, Computershare Trust Company, N.A. will be appointed as the US Transfer Agent (the US equivalent to a registrar). TMICC will appoint Computershare Investor Services PLC as the DI Issuer and provider of the Nominee Service.
Prior to the Demerger Effective Time, you should contact Computershare Investor Services PLC for further assistance on +44 (0)370 600 3977 or via email on [email protected].
Following the Demerger Effective Time, you will be able to contact Computershare Trust Company N.A. and Computershare Investor Services PLC on specific US helpline services. The details of these services will be included in the Corporate Sponsored Nominee Programme and DRS statements for TMICC Shareholders.
JOB: 25-24630-1 CYCLE#;BL#: 12; 0 TRIM: 8.27" x 11.69" AS: London: 011-44-20-7422-6100
COLORS: Dark, ~note-color 2, Black, C=14 M=7 Y=13 K=0 GRAPHICS: none V1.5
Subject to receipt of relevant regulatory approvals, on or around Wednesday 5 November 2025 TMICC will publish the TMICC Prospectuses. The TMICC Prospectuses will be available, once published, on TMICC's website at https://corporate.magnumicecream.com/en/home.html.
The TMICC Prospectuses will contain important information about TMICC and the Demerger, and Unilever Shareholders and Unilever ADS Holders are encouraged to read the relevant TMICC Prospectus in full.
If you have questions relating to the Demerger, please feel free to call the helplines set out on page 7 of this document.
CHKSUM Content: 62759 Layout: 19770 Graphics: 0 CLEAN
Toppan Merrill - Verdi Mailing Notice of EGM Circular ED | 120838 | 01-Oct-25 06:43 | 25-24630-1.ea | Sequence: 8
The TMICC Group is a global market leader in ice cream across developed and emerging markets, operating in 80 countries. Accounting for approximately 21 per cent. of the global retail ice cream market in 2024, the TMICC Group is the largest ice cream company by retail sales in the world.1
It is number one by retail sales in nine of its 10 largest markets (being the United States,2 Turkey, Germany, the United Kingdom, Mexico, Italy, France, the Philippines and Indonesia3) and number two in China.4
With a rich history spanning over a century, the TMICC Group has built a portfolio of household names, including global power brands: The Heartbrand (an "umbrella" brand with numerous well-known sub-brands), Magnum, Ben & Jerry's and Cornetto, and local heroes such as Breyers, Klondike and Popsicle.
Through its brand portfolio, the TMICC Group offers ice cream products addressing the full value spectrum, and all consumption occasions and demand moments, offering tastes and product formats specifically curated to regional consumer preferences.
Throughout its history, the TMICC Group has also led innovation on the product category which has influenced when and how ice cream is consumed worldwide today. Its innovation track-record started early in its history, with the introduction of Popsicle as a frozen, flavoured ice snack on a stick that could be consumed without a utensil. In the 1980s and 1990s, Ben & Jerry's drove growth in the market for premium ice cream offered in pint-sized and smaller containers, which have subsequently become a staple in supermarkets worldwide.
The TMICC Group owns, manufactures and sells ice cream brands and products that are tailored for both at-home and away-from-home consumption. The TMICC Group's strong position in both categories is supported by its fleet of approximately three million freezer cabinets. Its global operations are supported by a comprehensive global supply chain and production footprint, consisting of 30 manufacturing facilities, approximately 200 distribution centres, 327 production lines and 2,150 distributors, across six continents. Its global scale of production and supply chain provide significant economies of scale and agility, and enable local-for-local production and distribution.
In preparation for the Demerger, the Unilever Group's Ice Cream Business has been legally separated into a standalone corporate group within the existing Unilever Group.
This legal separation of the Ice Cream Business has been achieved through:
Ownership of the Ice Cream Business in the majority of operating markets was transferred to the TMICC Group on 1 July 2025, with other markets transferring since that date, and in some cases after the Demerger. This standalone corporate group will become an independent group of companies separate from the Unilever Group on completion of the Demerger.
Further information regarding: (i) how the Reorganisation was undertaken in individual countries; and (ii) details of certain markets where the relevant Ice Cream Business (or part thereof) has not yet transferred will be provided in the TMICC Prospectuses (once published).
JOB: 25-24630-1 CYCLE#;BL#: 12; 0 TRIM: 8.27" x 11.69" AS: London: 011-44-20-7422-6100
COLORS: Dark, ~note-color 2, Black, C=14 M=7 Y=13 K=0 GRAPHICS: none V1.5
To ensure business continuity following 1 July 2025 (being the principal date for completion of the Reorganisation), certain members of the TMICC Group and Unilever Group entered into a number of transitional arrangements pursuant to which both corporate groups will provide certain services to the other, including a global transitional services agreement (the "GTSA") and operating model agreements (the "Local OMAs").
1. TMICC analysis based on Euromonitor, Snacks 2026 edition, Retail Value Sales (RSP) in EUR, y-o-y ex. rates, current prices, adjusted for economic ownership of brands in each market.
2. TMICC analysis based on Circana as of MAT August 2025. 3. The TMICC Group's top 10 markets are based on the TMICC Group's FY2023 revenue.
Under the GTSA, Unilever will provide, or procure the provision of, certain services on a transitional basis for a period of up to 30 months (the "Transitional Period"), at which point the TMICC Group anticipates that it will be able to fully operate on a standalone basis.
CHKSUM Content: 19905 Layout: 39729 Graphics: 0 CLEAN
For the duration of the Transitional Period, the TMICC Group will operate in accordance with an "interim operating model" pursuant to the GTSA and a set of Local OMAs which operationalise the GTSA in particular markets. This "interim operating model" authorises Unilever to perform certain business operations on behalf of the TMICC Group until the end of the Transitional Period, when the TMICC Group has its own systems in place which are sufficient to allow it to transact independently. These arrangements have been entered into in order to ensure that the TMICC Group can continue to operate its business while it develops the capacity and systems to operate separately from the Unilever Group.
Under the GTSA and Local OMAs, the TMICC Group has agreed to pay certain fees to the Unilever Group in exchange for the services being provided by the Unilever Group.
Prior to the Reorganisation, the intellectual property rights used in the Ice Cream Business (including rights in respect of the brands used in the Ice Cream Business) were owned by entities within the Unilever Group. As part of the Reorganisation, these intellectual property rights were assigned or licensed to the TMICC Group. Further information regarding the intellectual property rights will be available in the TMICC Prospectuses (once published).
TMICC will begin its life as a separate company with an experienced board of directors and senior leadership team.
The composition of the TMICC Board at the time of the Demerger will be as follows:
Toppan Merrill - Verdi Mailing Notice of EGM Circular ED | 120838 | 01-Oct-25 06:43 | 25-24630-1.ea | Sequence: 9
| Jean-François van Boxmeer | Chair |
|---|---|
| Peter ter Kulve | Chief Executive Officer |
| Abhijit Bhattacharya | Chief Financial Officer |
| Melissa Bethell | Independent Non-Executive Director |
| Stefan Bomhard | Independent Non-Executive Director |
| Stacey Cartwright | Independent Non-Executive Director |
| René Hooft Graafland | Independent Non-Executive Director |
| Anja Mutsaers | Independent Non-Executive Director |
| Reginaldo Ecclissato | Non-Executive Director |
In addition, Josh Frank will be appointed as an Independent Non-Executive Director on or before 1 March 2026.
TMICC's leadership team will have full operational and financial flexibility to grow the business, allocate capital and resources in support of the TMICC Group's distinct strategy, including further optimising its manufacturing and logistics network and developing wide-reaching, flexible distribution channels over and above the changes that are currently underway in the business.
Further information on the TMICC Group, its business, leadership team and corporate governance arrangements will be available in the TMICC Prospectuses (once published).
JOB: 25-24630-1 CYCLE#;BL#: 12; 0 TRIM: 8.27" x 11.69" AS: London: 011-44-20-7422-6100 COLORS: Pebble, Dark, ~note-color 2, Black, C=14 M=7 Y=13 K=0 GRAPHICS: none V1.5
CHKSUM Content: 17437 Layout: 30863 Graphics: 0 CLEAN
Toppan Merrill - Verdi Mailing Notice of EGM Circular ED | 120838 | 01-Oct-25 06:43 | 25-24630-1.ea | Sequence: 10
On completion of the Demerger:
Following the Reorganisation, it is proposed that the TMICC Group be demerged from Unilever, at which point it will become an independent group of companies separate from the Unilever Group and owned, immediately following the Demerger Effective Time, by Qualifying Shareholders and Qualifying ADS Holders.
Completion of the Demerger is subject to the satisfaction (or, where applicable, waiver) of the following conditions:
JOB: 25-24630-1 CYCLE#;BL#: 12; 0 TRIM: 8.27" x 11.69" AS: London: 011-44-20-7422-6100 COLORS: Pebble, Dark, ~note-color 2, Black, C=14 M=7 Y=13 K=0 GRAPHICS: none V1.5
The Unilever Board will not take the necessary steps to implement the Demerger unless and until the conditions above have been or will be satisfied (or, where applicable, waived) and, at the relevant time, the Unilever Board considers that it continues to be in the best interests of Unilever and the Unilever Shareholders that the Demerger be implemented.
TMICC and Unilever entered into the Demerger Agreement on Wednesday 1 October 2025 for the implementation of the Demerger and to govern aspects of the relationship between the TMICC Group and the Unilever Group following completion of the Demerger, including in respect of, among other things, undertakings to proceed with the steps required to give effect to the Demerger, allocation of risk and responsibility for certain liabilities between the Unilever Group and the TMICC Group and dealing with separation issues between the TMICC Group and the Unilever Group.
Further information on the Demerger Agreement will be provided in the TMICC Prospectuses (once published).
On Wednesday 1 October 2025, TMICC and Unilever entered into the Tax Matters Agreement, which governs how certain tax matters related to the Demerger and Reorganisation should be dealt with as between the TMICC Group and the Unilever Group following completion of the Demerger.
The Tax Matters Agreement includes provisions in respect of, amongst other things: (i) the allocation of certain tax liabilities between the Unilever Group and the TMICC Group; (ii) ensuring that the expected tax treatment of the Demerger and certain US steps involved in the Reorganisation is maintained; and (iii) other more administrative tax matters (such as tax filings and the conduct of tax claims).
CHKSUM Content: 30726 Layout: 13789 Graphics: 0 CLEAN
Toppan Merrill - Verdi Mailing Notice of EGM Circular ED | 120838 | 01-Oct-25 06:43 | 25-24630-1.ea | Sequence: 11
The Demerger will be implemented through an interim dividend in specie by Unilever (the "Demerger Dividend").
The Demerger Dividend will be satisfied by the transfer by Unilever of the entire issued share capital of TMICC HoldCo to TMICC, in consideration for which TMICC will issue TMICC Shares to Qualifying Shareholders and Qualifying ADS Holders on the relevant register of Unilever at the Demerger Record Time.
Upon these steps having taken place, TMICC will hold the entire issued share capital of TMICC HoldCo and will become the parent company of the TMICC Group.
Following the Demerger Effective Time, the Unilever Group will transfer shares in TMICC NewCo to TMICC in exchange for the issuance of new TMICC Shares in such number that would give the Unilever Group an approximate 19.9 per cent. shareholding interest in TMICC (i.e. the Retained Shares).
Accordingly, immediately after completion of the Demerger and the step described above, Qualifying Shareholders and Qualifying ADS Holders will hold approximately 80.1 per cent. of the issued share capital of TMICC and the Unilever Group will hold approximately 19.9 per cent.
No TMICC Shares are being sold pursuant to the Demerger (save in respect of the treatment of any fractional entitlements described in paragraph 3.5 below) and TMICC is not raising any new capital as part of the Demerger. Neither Qualifying Shareholders nor Qualifying ADS Holders will be required to pay any consideration in order to receive TMICC Shares as a result of the Demerger Dividend. Unilever will not receive any cash consideration via the Demerger, although it expects in due course to receive cash proceeds from the sale of the Retained Shares (see paragraph 2.8 below).
Upon implementation of the Demerger, Qualifying Shareholders and Qualifying ADS Holders will receive one TMICC Share for every five Unilever Shares or Unilever ADSs that they hold at the Demerger Record Time.
Qualifying Shareholders and Qualifying ADS Holders will also retain their existing interests in Unilever Shares and Unilever ADSs. The number of Unilever Shares or Unilever ADSs currently held by Qualifying Shareholders and Qualifying ADS Holders (as applicable) will not change as a result of the Demerger. However, the Share Consolidation will, if approved, reduce the number of Unilever Shares or Unilever ADSs currently held by Unilever Shareholders and Unilever ADS Holders, but each Unilever Shareholder and Unilever ADS Holder will still hold the same proportion of Unilever's share capital after the Share Consolidation as they held immediately before it, subject to fractional entitlements.
Applications will be made for the TMICC Shares to be admitted to listing in the Netherlands, the UK (in the FCA's Equity Shares (Commercial Companies) category) and the US, and to be admitted to trading on Euronext Amsterdam, the London Stock Exchange and the New York Stock Exchange.
It is anticipated that trading in TMICC Shares on each of those exchanges will commence on Monday 10 November 2025 at:
JOB: 25-24630-1 CYCLE#;BL#: 12; 0 TRIM: 8.27" x 11.69" AS: London: 011-44-20-7422-6100
COLORS: Dark, ~note-color 2, Black, C=14 M=7 Y=13 K=0 GRAPHICS: none V1.5
TMICC Shares will be listed directly on the New York Stock Exchange, unlike Unilever Shares which are instead represented by Unilever ADSs.
It is anticipated that the TMICC Shares will trade under the ticker "MICC" on each of Euronext Amsterdam, the London Stock Exchange and the New York Stock Exchange.
Index inclusion will be determined by the index providers' specific rules. It is expected that the indices in which TMICC will be included will be announced shortly before the Admission Date.
It is not anticipated that TMICC Shares will be eligible for inclusion in any of the FTSE UK series indices (such as the FTSE100, of which Unilever is a constituent member).
Following the Demerger, the Unilever Group will maintain a holding of approximately 19.9 per cent. in TMICC (i.e. the Retained Shares).
CHKSUM Content: 4344 Layout: 28321 Graphics: 0 CLEAN
Toppan Merrill - Verdi Mailing Notice of EGM Circular ED | 120838 | 01-Oct-25 06:43 | 25-24630-1.ea | Sequence: 12
Unilever will not have the right to appoint any directors or otherwise be represented on the TMICC Board. However, it is expected that Reginaldo Ecclissato, a member of the Unilever Leadership Executive, will join the TMICC Board to provide his invaluable experience to TMICC in the period post-Demerger for up to a maximum period of two years.
Over time, Unilever intends to sell the Retained Shares in an orderly and considered manner and in any event will dispose of all the Retained Shares within five years of the date of the Demerger. Unilever intends to use the proceeds of any sale to pay separation costs and maintain capital flexibility through a reduction in net debt. In accordance with applicable US federal tax laws and regulations, Unilever will exercise any votes attaching to the Retained Shares in proportion to the votes cast by TMICC's other shareholders.
Unilever currently operates a number of employee share plans, including the Unilever Share Plan 2017 (which for the avoidance of doubt includes the Unilever North America Omnibus Equity Compensation Plan), the SHARES Plan and the UK ShareBuy, under which awards are granted in respect of Unilever Shares. Awards under the Unilever Share Plans are in the form of either awards pursuant to which participants have beneficial ownership of Unilever Shares under award (including "forfeitable shares"), or conditional share awards.
Holders of awards that give rise to the participant having a beneficial ownership of Unilever Shares will participate in the Demerger, meaning these participants will receive TMICC Shares (or a beneficial entitlement to TMICC Shares).
In accordance with the rules of the relevant Unilever Share Plan, TMICC Shares will be received and held subject to the same terms and/or restrictions as the underlying award of Unilever Shares.
Holders of conditional share awards will not receive TMICC Shares in the Demerger. No specific adjustments will be necessary. Please refer to paragraph 1.6 of Part V of this document for information on the impact of the Share Consolidation on the value of such awards.
Awards under the Unilever Share Plans held by participants remaining in employment with the Unilever Group would continue to remain outstanding on their existing terms following the Demerger (and the Share Consolidation).
The Unilever Compensation Committee will also consider whether the Demerger will have any impact on any of the targets applicable to outstanding awards under the Unilever Share Plans and, if so, will consider whether any action is required in order to ensure that such targets continue to be capable of being assessed on a consistent basis.
Participants in the Unilever Share Plans who will leave the Unilever Group as a result of the Demerger will, in addition to the impact on awards as a result of the Demerger as described above, have their rights under the Unilever Share Plans treated in accordance with the rules of the relevant plans, as "good leavers".
If you participate in any of the Unilever Share Plans, you will be sent a separate letter explaining the implications of the Demerger (and the Share Consolidation) for your awards and what action, if any, you may need to take. The impact described above will also apply to any awards under the Unilever Share Plans held by Unilever Board members.
This section describes the way in which TMICC Shares will be delivered to Qualifying Shareholders and Qualifying ADS Holders on the completion of the Demerger.
No action is required to be taken by any Qualifying Shareholder or Qualifying ADS Holder to receive TMICC Shares (or interests in those TMICC Shares).
JOB: 25-24630-1 CYCLE#;BL#: 12; 0 TRIM: 8.27" x 11.69" AS: London: 011-44-20-7422-6100
The TMICC Shares to be issued on implementation of the Demerger (or interests in those TMICC Shares) will be delivered to Qualifying Shareholders and Qualifying ADS Holders automatically depending on the way in which those Qualifying Shareholders and Qualifying ADS Holders hold their Unilever Shares or Unilever ADSs (as applicable) as at the Demerger Record Time.
CHKSUM Content: 40628 Layout: 62054 Graphics: 0 CLEAN
Toppan Merrill - Verdi Mailing Notice of EGM Circular ED | 120838 | 01-Oct-25 06:43 | 25-24630-1.ea | Sequence: 13
It is therefore important that Unilever Shareholders and Unilever ADS Holders read this section carefully to ensure that they understand the arrangements that will apply to them in relation to, and following, the Demerger.
Only Qualifying Shareholders and Qualifying ADS Holders as at the Demerger Record Time will be eligible to receive TMICC Shares.
The Demerger Record Time is expected to be 10:00 p.m. on Friday 7 November 2025. The Demerger Record Time is the same for all Qualifying Shareholders regardless of whether their Unilever Shares are held in CREST (including those in respect of the Unilever ADSs), in Euroclear or in certificated form, and for all Qualifying ADS Holders regardless of whether their Unilever ADSs are held in DTC or in registered form.
The latest recommended time for Qualifying Shareholders to transfer their Unilever Shares into the CREST settlement system in order for those transfers to be registered by 6:00 p.m. on Friday 7 November and the Qualifying Shareholders to therefore hold Unilever Shares in CREST as at the Demerger Record Time and to receive TMICC Shares (or interests in those TMICC Shares) in CREST is expected to be 3:00 p.m. on Friday 7 November 2025.
The latest recommended time for Qualifying Shareholders to transfer their Unilever Shares into the Euroclear Nederland settlement system in order for those transfers to be registered by 6:00 p.m. on Friday 7 November and the Qualifying Shareholders to therefore hold Unilever Shares in Euroclear Nederland as at the Demerger Record Time and to receive TMICC Shares (or interests in those TMICC Shares) in Euroclear Nederland is expected to be 5:00 p.m. (Amsterdam time) on Friday 7 November 2025.
The Unilever ADS issuance and cancellation books are expected to be closed for the purposes of the Demerger Dividend and Share Consolidation from the start of business on Thursday 6 November 2025. While the Unilever ADS issuance and cancellation books are closed, the issuance and cancellation of Unilever ADSs will be suspended, meaning that during this period it will not be possible to surrender Unilever ADSs and receive underlying Unilever Shares or deposit Unilever Shares and receive Unilever ADSs. However, the closing of the issuance and cancellation books does not have an impact on trading, and Unilever ADS Holders may continue to trade their Unilever ADSs during this period. It is expected that the Unilever ADS issuance and cancellation books will re-open from the start of business on Tuesday 11 November 2025.
The way in which Qualifying Shareholders and Qualifying ADS Holders will receive their TMICC Shares (or interests in those TMICC Shares) is summarised in paragraph 3.3 below.
References to times are to London (UK) time unless otherwise stated. These times and/or dates are subject to change. If any of the times and/or dates above change, the revised times and/or dates will be notified to Unilever Shareholders and Unilever ADS Holders by an announcement through a Regulatory Information Service.
JOB: 25-24630-1 CYCLE#;BL#: 12; 0 TRIM: 8.27" x 11.69" AS: London: 011-44-20-7422-6100
Toppan Merrill - Verdi Mailing Notice of EGM Circular ED | 120838 | 01-Oct-25 06:43 | 25-24630-1.ea | Sequence: 14
The way in which Qualifying Shareholders and Qualifying ADS Holders will receive their TMICC Shares on the Demerger will depend on how they hold their Unilever Shares or Unilever ADSs on the relevant Unilever register as at the Demerger Record Time, summarised below:
CHKSUM Content: 56581 Layout: 40846 Graphics: 0 CLEAN
| Current Unilever security type | TMICC security type to be received on Demerger | Please refer to following paragraph below |
|---|---|---|
| Unilever Shareholder holding in Euroclear |
Interests in TMICC Shares delivered to existing Euroclear Nederland accounts of such Qualifying Shareholders. |
Paragraph 3.4.1 |
| Unilever Shareholder holding in CREST |
Depositary Interests representing TMICC Shares delivered to existing CREST accounts of such Qualifying Shareholders. |
Paragraph 3.4.2 |
| Unilever ADS Holder holding in DTC |
Interests in TMICC Shares delivered to existing DTC accounts of Qualifying ADS Holders. |
Paragraph 3.4.3 |
| Unilever ADS Holder holding registered Unilever ADSs and Unilever ADS Holder holding certificated Unilever ADSs |
TMICC Shares recorded in the TMICC share register administered through the Direct Registration System. |
Paragraph 3.4.5 |
| Unilever Shareholder holding certificated Unilever Shares |
Qualifying Shareholders with certificated Unilever Shares and a registered address in the United Kingdom, Argentina, Botswana, Brazil, Chile, Gibraltar, Guernsey, Guinea, Hong Kong, Indonesia, Isle of Man, Jersey, Mexico, Namibia, Paraguay, Peru, South Africa, South Korea, Switzerland and Taiwan: Depositary Interests in TMICC Shares will be issued to Computershare Company Nominees Limited, acting as the nominee for Computershare Investor Services PLC, and held on behalf of these shareholders in the Corporate Sponsored Nominee Programme. |
Paragraph 3.4.4 |
| Qualifying Shareholders with certificated Unilever Shares in other jurisdictions: TMICC Shares recorded in the TMICC share register administered through the Direct Registration System. |
Paragraph 3.4.5 | |
| Overseas Shareholders | In some jurisdictions, applicable regulation or securities or economic sanctions laws may make delivery of interests in TMICC Shares impractical or impossible. In the case of these Unilever Shareholders, their interests in TMICC Shares will be aggregated and sold on their behalf and pro rata cash proceeds remitted to them where possible or otherwise held on their behalf. |
Paragraph 3.4.6 |
JOB: 25-24630-1 CYCLE#;BL#: 12; 0 TRIM: 8.27" x 11.69" AS: London: 011-44-20-7422-6100
COLORS: Dark, ~note-color 2, Black, C=14 M=7 Y=13 K=0 GRAPHICS: none V1.5
For Qualifying Shareholders whose Unilever Shares are traded on Euronext Amsterdam and held in uncertificated form via Euroclear Nederland (whether directly or through a broker or nominee), DTC will credit the relevant number of interests in TMICC Shares in dematerialised form ("DTC Interests") to the DTC account of Euroclear Nederland directly via Euroclear Bank.
Euroclear Nederland will then include the DTC Interests in the giro deposit (giro depot) and will in turn credit the DTC Interests to the collective deposit (verzameldepot) held by intermediaries, who will subsequently credit the accounts of the relevant Qualifying Shareholders with the DTC Interests.
Following completion of the Demerger and Admission, these DTC Interests will be able to be traded on Euronext Amsterdam.
Holders of dematerialised interests representing TMICC Shares in Euroclear Bank and Euroclear Nederland will not be the registered holders of the TMICC Shares that they represent. Cede & Co., as nominee for DTC, being the principal central securities depositary for TMICC, will be the registered holder of such TMICC Shares.
Securities of issuers incorporated outside the United Kingdom and the Channel Islands, such as TMICC (which is incorporated in the Netherlands), are unable to be held, transferred or settled directly through CREST (being the UK system for paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear UK). Unilever Shares that trade on the London Stock Exchange are held, transferred and settled in CREST.
CHKSUM Content: 29792 Layout: 64629 Graphics: 0 CLEAN
Toppan Merrill - Verdi Mailing Notice of EGM Circular ED | 120838 | 01-Oct-25 06:43 | 25-24630-1.ea | Sequence: 15
As a result, TMICC Shares that are traded on the London Stock Exchange will be settled in the form of Depositary Interests representing TMICC Shares, being an interest that is eligible for clearing in CREST. Qualifying Shareholders whose Unilever Shares are traded on the London Stock Exchange and held in uncertificated form via CREST (whether directly or through a broker or nominee) at the Demerger Record Time will receive Depositary Interests. These Depositary Interests will be delivered into the CREST account in which Qualifying Shareholders hold their Unilever Shares at the Demerger Record Time.
TMICC Shares, represented by Depositary Interests, will be able to be traded on the London Stock Exchange. The Depositary Interests will be in wholly uncertificated form and will only be capable of being held and transferred between CREST participants.
Each Depositary Interest entitles the holder to the same rights with respect to voting and attendance at general meetings of TMICC, receipt of information published by TMICC and to dividends as if the holder instead held TMICC Shares. For these purposes, each Depositary Interest will be treated as one TMICC Share.
TMICC has arranged for the US Transfer Agent to administer the creation and issuance of these Depositary Interests as follows:
Holders of Depositary Interests will not be the registered holders of the TMICC Shares that they represent. Cede & Co., acting as nominee for DTC, being the principal central securities depositary for TMICC, will be the registered holder of such TMICC Shares. A TMICC register of CREST participants will be maintained showing full details of the holders of the Depositary Interests in a similar fashion to the register of legal ownership of the TMICC Shares.
The Depositary Interests will have the same ISIN as the underlying TMICC Shares and will not require a separate listing on the FCA's Official List.
Qualifying ADS Holders whose Unilever ADSs are held in DTC in dematerialised form at the Demerger Record Time will receive DTC Interests into the DTC account in which they hold their Unilever ADSs at the Demerger Record Time. Computershare Trust Company N.A. (in its capacity as the "US Transfer Agent") will be responsible for the delivery of DTC Interests on behalf of Unilever to Qualifying ADS Holders whose Unilever ADSs are held in DTC. Deutsche Bank Trust Company Americas, the Unilever ADS Depositary, will not be responsible for the delivery of DTC Interests to Qualifying ADS Holders.
JOB: 25-24630-1 CYCLE#;BL#: 12; 0 TRIM: 8.27" x 11.69" AS: London: 011-44-20-7422-6100
COLORS: Dark, ~note-color 2, Black, C=14 M=7 Y=13 K=0 GRAPHICS: none V1.5
To facilitate the ability of a company's shareholders (who may not necessarily have access to the appropriate electronic accounts but who are receiving entitlements to shares in an overseas company) to hold, trade and settle trades in these entitlements, it is typical for a corporate sponsored nominee service to be put in place.
In this case, TMICC has arranged for Computershare Investor Services PLC to provide a corporate sponsored nominee service (the "Nominee Service") to Qualifying Shareholders who hold their Unilever Shares in certificated form and whose registered address on the Unilever share register is in the UK, Argentina, Botswana, Brazil, Chile, Gibraltar, Guernsey, Guinea, Hong Kong, Indonesia, Isle of Man, Jersey, Mexico, Namibia, Paraguay, Peru, South Africa, South Korea, Switzerland or Taiwan (the "Relevant Territories") (such Qualifying Shareholders being "Eligible Certificated Shareholders"). Under this Nominee Service, Computershare Company Nominees Limited (the "Nominee") will hold Depositary Interests (representing TMICC Shares to which Eligible Certificated Shareholders would have been entitled) in its CREST account and act as nominee on behalf of Eligible Certificated Shareholders.
The Nominee Service will enable Eligible Certificated Shareholders to hold and settle trades placed on the London Stock Exchange via the Nominee. Eligible Certificated Shareholders will also receive a statement evidencing the number of Depositary Interests held in the Nominee Service on their behalf.
The costs of operating the Nominee Service will be borne by TMICC with the exception of any dealing or cancellation charges.
A copy of the terms and conditions of the Nominee Service is included as Schedule 1 of this document.
The names of TMICC Shareholders who hold their TMICC Shares under the Nominee Service will not appear on the TMICC shareholder register, though a separate entitlement register shall be maintained by the operator of the Nominee Service and such records may be made available to TMICC.
CHKSUM Content: 41336 Layout: 23745 Graphics: 0 CLEAN
Toppan Merrill - Verdi Mailing Notice of EGM Circular ED | 120838 | 01-Oct-25 06:43 | 25-24630-1.ea | Sequence: 16
This paragraph applies to:
TMICC DRS Shareholders will receive their TMICC Shares in registered form, meaning that each TMICC DRS Shareholder will have their name entered into TMICC's shareholder register as the owner of the relevant number of TMICC Shares.
Any TMICC Shares delivered in this way will be administered via the DRS. The DRS is a service provided by DTC to facilitate the holding of TMICC Shares outside DTC and allow the relevant TMICC DRS Shareholder to hold their TMICC Shares in book-entry form in their own name. Further information about the DRS which will apply to holdings of TMICC Shares can be found in Schedule 2 to this document or downloaded at https://www-us.computershare.com/Investor/#Help/ PrintableForms.
Computershare Trust Company, N.A. (in its capacity as the "US Transfer Agent") will be responsible for maintaining TMICC's register of members, including records of the TMICC DRS Shareholders' holdings electronically. Deutsche Bank Trust Company Americas, the Unilever ADS Depositary, will not be responsible for registration or delivery of TMICC Shares to Qualifying ADS Holders.
Any TMICC Shares recorded in the DRS will not be traded on any stock exchange unless TMICC Shareholders elect to take further steps to have those TMICC Shares entered into DTC for trading on Euronext Amsterdam, the London Stock Exchange or the New York Stock Exchange.
If, in respect of any Overseas Shareholder, Unilever or TMICC is advised that the distribution or issue of the TMICC Shares would or may:
(i) infringe applicable laws with respect to economic sanctions; or
JOB: 25-24630-1 CYCLE#;BL#: 12; 0 TRIM: 8.27" x 11.69" AS: London: 011-44-20-7422-6100
COLORS: Dark, ~note-color 2, Black, C=14 M=7 Y=13 K=0 GRAPHICS: none V1.5
(ii) require Unilever or TMICC to comply with any governmental or other consent or any registration, filing or other formality with which Unilever or TMICC is unable to comply or compliance with which Unilever or TMICC regards as unduly onerous,
then upon the Demerger Effective Time, Unilever or TMICC may, in its sole discretion, determine that such TMICC Shares shall not be issued to such Unilever Shareholder or Unilever ADS Holder ("Excluded Holders") but shall instead be issued to a person to sell the TMICC Shares so issued on behalf of the relevant Excluded Holder as soon as is practicable following Admission. The proceeds of such sale shall be paid to the relevant Excluded Holder (after the deduction of all expenses and commissions incurred in connection with the sale) or, if such payment would or may infringe applicable laws with respect to economic sanctions or require compliance with any other registration, filing or other formality with which Unilever or TMICC is unable to comply or compliance with which Unilever or TMICC regards as unduly onerous, held on behalf of the Excluded Holder and paid to the Excluded Holder as soon as practicable once such payment would not cause such infringement or require such compliance.
Where possible, proceeds for such Excluded Holder, pro rata, shall be remitted to the account where dividends for Unilever Shares are usually paid.
Save for the Overseas Shareholders described in this paragraph 3.4, Qualifying Shareholders or Qualifying ADS Holders will not be entitled to receive cash instead of TMICC Shares on the Demerger, subject to fractional entitlements (see below).
Qualifying Shareholders and Qualifying ADS Holders will be eligible to receive one TMICC Share for every five Unilever Shares or Unilever ADSs (as applicable) they hold as at the Demerger Record Time. As a consequence of this ratio, it is likely that entitlements to fractions of TMICC Shares will arise. For example, if a Qualifying Shareholder holds eight Unilever Shares at the Demerger Record Time, they will receive one TMICC Share plus an entitlement to a 3/5 fraction of a TMICC Share.
Where individual fractional entitlements to TMICC Shares arise on the Demerger, the number of TMICC Shares to be received will be rounded down to the nearest whole number. Any fractional entitlements to TMICC Shares will be
aggregated with those from other Qualifying Shareholders and Qualifying ADS Holders and sold on the open market as soon as practicable and the relevant Qualifying Shareholders and Qualifying ADS Holders will be entitled to receive the net proceeds (subject to applicable law and following the deduction of any sale or currency exchange costs or commissions being deducted) pro rata to their fractional entitlement. If any such payment would or may infringe applicable laws with respect to economic sanctions or require compliance with any other registration, filing or other formality with which Unilever or TMICC is unable to comply or compliance with which Unilever or TMICC regards as unduly onerous, such proceeds will be held on behalf of the relevant Qualifying Shareholders and Qualifying ADS Holders and paid to them as soon as practicable once such payment would not cause such infringement or require such compliance.
CHKSUM Content: 37290 Layout: 35143 Graphics: 0 CLEAN
Toppan Merrill - Verdi Mailing Notice of EGM Circular ED | 120838 | 01-Oct-25 06:43 | 25-24630-1.ea | Sequence: 17
All mandates, communication preferences, bank account notifications, currency elections for dividend payments and other instructions issued by Qualifying Shareholders to Unilever or Qualifying ADS Holders to the Unilever ADS Depositary in force at the Demerger Record Time (other than in relation to the Unilever dividend reinvestment plan) shall, to the extent possible, unless and until revoked or amended, be replicated as valid and effective mandates, communication preferences, bank account notifications, currency elections for dividend payments and instructions to the Nominee (in respect of Depositary Interests held by Eligible Certificated Shareholders) and the DI Issuer (in respect of Depositary Interests held by other TMICC Shareholders).
TMICC DRS Shareholders are expected to be required to submit revised payment preferences in accordance with the instructions provided to TMICC DRS Shareholders following completion of the Demerger.
Further information regarding the holding and trading of TMICC Shares will be available in the TMICC Prospectuses (once published).
JOB: 25-24630-1 CYCLE#;BL#: 12; 0 TRIM: 8.27" x 11.69" AS: London: 011-44-20-7422-6100
CHKSUM Content: 6056 Layout: 26489 Graphics: 0 CLEAN
Toppan Merrill - Verdi Mailing Notice of EGM Circular ED | 120838 | 01-Oct-25 06:43 | 25-24630-1.ea | Sequence: 18
Following the Demerger, the Unilever Group will no longer own the Ice Cream Business (other than as a minority shareholder through its holding of the Retained Shares). As a result, Unilever expects that its market capitalisation and share price will likely adjust to reflect the revised scope of its business operations. It is therefore proposed that Unilever will consolidate (or sub-divide and consolidate) its existing issued share capital in order to reduce the total number of Unilever Shares in issue (while increasing the nominal value per share). The Share Consolidation is intended to maintain comparability, so far as practicable, between Unilever's share price and per share metrics (including earnings per share and dividends per share) before and after the Demerger, while also preserving (as far as reasonably possible) the value of awards granted under Unilever Share Plans, avoiding the need for any specific adjustments to the numbers of awards under those plans.
Share consolidations are commonly undertaken by companies following a demerger, for the reasons set out above.
The Share Consolidation is conditional on the Demerger and is expected to take place on Tuesday 11 November 2025, one day after TMICC Shares begin trading. It is expected that admission and dealings in New Unilever Shares on the London Stock Exchange at 8:00 a.m. and on Euronext Amsterdam will commence at 9:00 a.m. (Amsterdam time), and admission and dealings in New Unilever ADSs on the New York Stock Exchange at 9:30 a.m. (New York time).
In connection with the Share Consolidation and in order to ensure compliance with the UK Listing Rules, a technical amendment is required to Unilever's Articles to ensure that shareholders continue to have one vote per ordinary share held.
The intention is to preserve the position that would have applied had the Share Consolidation not taken place. Currently, the Existing Unilever Shares have a nominal value of 3 1/9 pence and voting rights are expressed as one vote for every 3 1/9 pence in nominal value. Following the Share Consolidation, the nominal value of the New Unilever Shares will not be divisible by 3 1/9 pence and so this formulation is no longer suitable.
Therefore, Resolution 1 also proposes to amend Unilever's Articles so that, following the Share Consolidation, the New Unilever Shares will carry one vote each by amending Article 61 such that instead of it stating that "On a poll every member who is present in person or by proxy shall have one vote for every 3 1/9 pence nominal of capital held by them of whatever class", it shall instead state "On a poll every member who is present in person or by proxy shall have one vote for every one share in the Company held by them of whatever class".
Resolution 1 will be proposed as a special resolution and requires the approval of three-quarters of the votes cast at the meeting.
As with the Demerger, if the Unilever Board determines at any time that the Share Consolidation no longer continues to be in the best interests of Unilever and the Unilever Shareholders, it is entitled, in its sole discretion, not to proceed with the Share Consolidation.
The ratio for the Share Consolidation and the number of New Unilever Shares (or part thereof) that each Unilever Shareholder will receive for each Existing Unilever Share held at the Share Consolidation Record Time is expected to be determined by the Unilever Board on or around Monday 10 November 2025 (or such other time and/or date as the Unilever Board may determine). Once determined, the ratio for the Share Consolidation will be announced by Unilever via RNS, Euronext Announcement Services and the New York Stock Exchange Trader Updates (noting that such announcement may be made outside of standard business hours).
The ratio for the Share Consolidation cannot be fixed at the time of publication of this document. This is because it will primarily be determined by comparing the price of Existing Unilever Shares following the Demerger against the price thereof immediately prior to the Demerger (or such other times and/or dates as the Unilever Board may determine). In determining the ratio for the Share Consolidation, the Unilever Board may make necessary adjustments to this calculation methodology as required to avoid an overly complex ratio, fractional entitlements that may arise following the Share Consolidation or other issues that may result from such Share Consolidation.
Applications will be made for the New Unilever Shares arising from the Share Consolidation to be admitted to: (i) the Equity Shares (Commercial Companies) Category listing segment of the FCA's Official List; (ii) trading on the London Stock Exchange's Main Market for listed securities; and (iii) trading on Euronext Amsterdam. It is expected that admission of the New Unilever Shares will become effective and dealings in the New Unilever Shares will commence on the London Stock Exchange at 8:00 a.m. on Tuesday 11 November 2025 and on Euronext Amsterdam at 9:00 a.m. (Amsterdam time) on Tuesday 11 November 2025 (or such other date as the Unilever Board may determine).
JOB: 25-24630-1 CYCLE#;BL#: 12; 0 TRIM: 8.27" x 11.69" AS: London: 011-44-20-7422-6100
It is expected that the current ISIN (GB00B10RZP78) in relation to New Unilever Shares will be disabled in CREST as at 6:00 p.m. on Monday 10 November 2025 and a new ISIN (GB00BVZK7T90) in relation to the New Unilever Shares will come into effect at 8:00 a.m. on Tuesday 11 November 2025 (or such other date as the Unilever Board may determine).
CHKSUM Content: 37954 Layout: 59859 Graphics: 0 CLEAN
With effect from the effective time and date of the Share Consolidation, share certificates in respect of Existing Unilever Shares will no longer be valid. However, share certificates in respect of New Unilever Shares will only be issued following the Share Consolidation. It is therefore important that, if you hold share certificates in respect of your Existing Unilever Shares, you retain them for the time being.
New share certificates and fractional payments (if applicable) in respect of the New Unilever Shares are expected to be despatched, at the risk of Unilever Shareholders, by no later than Tuesday 25 November 2025 to those Unilever Shareholders who, at the Share Consolidation Record Time, hold their Existing Unilever Shares in certificated form. Such certificates will replace existing share certificates, which should then be destroyed. Pending the receipt of new share certificates, transfers of New Unilever Shares held in certificated form will be certified against the relevant register. The new share certificates in respect of the New Unilever Shares are despatched to Unilever Shareholders at their own risk. Please note, if you are a "gone away" Unilever Shareholder on Unilever's register of members maintained in the UK, your share certificate in respect of the New Unilever Shares and, if applicable, your cash payment in respect of fractional entitlements will not be issued until you contact Unilever's registrar, Computershare.
Unilever Shareholders who, at the Share Consolidation Record Time, hold their New Unilever Shares in uncertificated form through CREST or Euroclear will have their CREST or Euroclear Nederland accounts (as applicable) adjusted to reflect their New Unilever Shares on Tuesday 11 November 2025.
See paragraph 1.5 below for details applicable to Unilever ADS Holders.
JOB: 25-24630-1 CYCLE#;BL#: 12; 0 TRIM: 8.27" x 11.69" AS: London: 011-44-20-7422-6100
COLORS: Dark, ~note-color 2, Black, C=14 M=7 Y=13 K=0 GRAPHICS: none V1.5
Please note that fractional entitlements to New Unilever Shares may arise as a result of the Share Consolidation. Any holding of Unilever Shares which is not exactly divisible by the consolidation ratio (once determined) will result in the number of entitlements to New Unilever Shares to be received being rounded down to the nearest whole number.
Individual fractional entitlements will be aggregated and sold in the market. The net proceeds of the sale, after the deduction of any expenses and/or commission associated with such sale (including any related VAT), will be paid in due proportion to the relevant Unilever Shareholders.
Payment of fractional entitlements (where applicable) is expected to be effected no later than Tuesday 25 November 2025. Unilever Shareholders holding their Unilever Shares in CREST will receive their fractional entitlement payment via their CREST accounts, and Unilever Shareholders holding their Unilever Shares in Euroclear Nederland will receive their fractional entitlement in accordance with the customary arrangements they have in place with their financial intermediary. Unilever Shareholders who do not hold their Unilever Shares in CREST or Euroclear Nederland will receive their payment to their mandated bank or building society account, or by cheque if no such mandate is registered.
In respect of Unilever ADS Holders, the net proceeds from the sale of fractional entitlements (after deduction of any fees, charges and expenses associated with such sale (including any related VAT and any taxes withheld, if applicable)) will, be paid in due proportion (rounded down to the nearest whole cent) amongst the relevant holders who would otherwise be entitled to such fractions.
If any such payment would or may infringe applicable laws with respect to economic sanctions or require compliance with any other registration, filing or other formality with which Unilever or TMICC is unable to comply or compliance with which Unilever or TMICC regards as unduly onerous, such proceeds will be held on behalf of the relevant Unilever Shareholders and Unilever ADS Holders and paid to them as soon as practicable once such payment would not cause such infringement or require such compliance.
Following the Share Consolidation becoming effective, the Existing Unilever Shares held by the Unilever ADS Depositary will be replaced with New Unilever Shares. As a result, Existing Unilever ADS Holders on the Unilever ADS Register as at 10:00 p.m. on Monday 10 November 2025, will, upon cancellation of their Existing Unilever ADSs, be issued and receive New Unilever ADSs pursuant to the Share Consolidation ratio. As described in paragraph 1.2 above, the ratio for the Share Consolidation cannot be fixed at the time of publication of this document. Fractional entitlements will be dealt with in the manner described in paragraph 1.4 above.
Each Existing Unilever ADS represents one (1) Existing Unilever Share. Following the Share Consolidation, the New Unilever ADSs will continue to each represent one (1) New Unilever Share.
Following the Share Consolidation becoming effective, the Unilever ADS Depositary will inform Unilever ADS Holders on the Unilever ADS Register regarding the mechanics of the cancellation of their Existing Unilever ADSs and issuance of New Unilever ADSs as described below.
For those Unilever ADS Holders currently holding their Unilever ADSs on the books of the Unilever ADS Depositary in book-entry form (i.e. through the Direct Registration System ("DRS")), the Unilever ADS Depositary will automatically
cancel the Existing Unilever ADSs and mail a new DRS statement reflecting the number of New Unilever ADSs to be credited to the holder's account and any net proceeds from the sale of fractional New Unilever ADSs to which the holder may be entitled. No action will be necessary on the part of Unilever ADS Holders unless their Unilever ADSs are in certificated form.
CHKSUM Content: 30786 Layout: 52693 Graphics: 0 CLEAN
For those Unilever ADS Holders who hold Unilever ADSs in physical certificated form, instructions for the cancellation of such certificated Unilever ADSs will be set out in the letter of transmittal and related Unilever ADS Depositary notice. If such holders do not surrender their certificates for cancellation, they will not receive the new entitlement and all dividends will be held until such time as they surrender their old certificates.
Unilever ADS Holders who are not on the Unilever ADS Register and therefore hold their Unilever ADSs through a broker, financial institution or other nominee or otherwise must rely on the procedures of such broker, financial institution or other nominee.
As noted at paragraph 2.9 of Part IV in this document, awards under the Unilever Share Plans are in the form of either awards pursuant to which participants have beneficial ownership of Unilever Shares under award (including "forfeitable shares"), or conditional share awards.
Holders of awards that give rise to the participant having a beneficial ownership of Unilever Shares will be treated in the same way as other Unilever Shareholders under the Share Consolidation. The proportion of the issued ordinary share capital of Unilever held by each Unilever Shareholder (including those awards which grant participants beneficial ownership of Unilever Shares) following the Share Consolidation will, save for fractional entitlements, remain unchanged.
The Share Consolidation should substantially preserve (as far as reasonably possible) the value of conditional awards, therefore avoiding the need for any specific adjustments that may be permitted under the relevant plan rules to the number of Unilever Shares underlying the conditional share awards.
Awards under the Unilever Share Plans held by participants remaining in employment with the Unilever Group would continue to remain outstanding on their existing terms following the Share Consolidation (and Demerger).
If you participate in any of the Unilever Share Plans, you will also be sent a separate letter explaining the implications of the Share Consolidation (and the Demerger) for your awards and what action, if any, you may need to take. The impact described above will apply to any awards under the Unilever Share Plans held by Unilever Board members.
JOB: 25-24630-1 CYCLE#;BL#: 12; 0 TRIM: 8.27" x 11.69" AS: London: 011-44-20-7422-6100
COLORS: Dark, ~note-color 2, Black, C=14 M=7 Y=13 K=0 GRAPHICS: none V1.5
The authority received at the 2025 Annual General Meeting will, if Resolution 2 is passed, be amended to reflect that the ordinary shares in the capital of the Company will, following the Share Consolidation, no longer have a nominal value of 3 1/9 pence. The Share Consolidation will reduce the number of shares in issue and therefore will result in the maximum number of shares which may be acquired by the Company representing over 10 per cent. of the Company's issued ordinary share capital. The Directors have no present intention of purchasing over 10 per cent. of its issued ordinary share capital under this authority.
As the intention of Resolution 2 is to amend the existing authority granted at the 2025 Annual General Meeting and preserve the position that would have applied had the Share Consolidation not taken place, if Resolution 2 is passed the authority will expire at the conclusion of the 2026 Annual General Meeting or at the close of business on 30 June 2026 (whichever is earlier).
Unilever will consider holding any of the New Unilever Shares that it purchases pursuant to the authority conferred in the Resolution as treasury shares. This may give Unilever the ability to re-issue treasury shares quickly and cost effectively and may provide Unilever with additional flexibility in the management of its capital base, including the allotment of New Unilever Shares in relation to share plans. No dividends will be paid on New Unilever Shares whilst held in treasury, and no voting rights will attach to them.
Resolution 2 will be proposed as a special resolution and requires the approval of three-quarters of the votes cast at the meeting. It is conditional upon Resolution 1 being passed and upon the admission of the New Unilever Shares to listing and trading on Euronext Amsterdam, to listing on the Equity Shares (Commercial Companies) Category of the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange's Main Market for listed securities.
Further to the above, you will find at Schedule 3 of this document the notice of the General Meeting being convened to be held at 8:00 a.m. on Tuesday 21 October 2025 at the offices of Linklaters, One Silk Street, London EC2Y 8HQ. Resolution 1 covers the approval of the Share Consolidation and the related amendment to Unilever's Articles. Resolution 2 relates to the renewal of Unilever's authority to make repurchases of its shares, similar to the resolution that shareholders pass each year at the Annual General Meeting. Full explanations of all proposed Resolutions are set out in the explanatory notes to the Resolutions.
CHKSUM Content: 51317 Layout: 62054 Graphics: 0 CLEAN
Your Board unanimously believes that all the Resolutions set out in the Notice of General Meeting are in the best interests of Unilever and Unilever Shareholders as a whole. Accordingly, the Unilever Directors unanimously recommend that you vote in favour of the Resolutions, as they intend to do themselves in respect of their own Unilever Shares.
You can register your proxy vote either using our electronic voting facility via www.investorcentre.co.uk/eproxy 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 Unilever 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 General Meeting, all Resolutions will be put to a poll. This will ensure an exact and definitive result. We encourage you to appoint the Chair of the General Meeting as your proxy to ensure that your vote is counted if you are unable to attend and vote on the day of the General Meeting. The results of the General Meeting will be announced on the Unilever website www.unilever.com/gm as soon as possible after being released to the London Stock Exchange.
The Notice of General Meeting, which you should read in full, is set out as Schedule 3 of this document.
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 8:00 a.m. on Sunday 19 October 2025.
JOB: 25-24630-1 CYCLE#;BL#: 12; 0 TRIM: 8.27" x 11.69" AS: London: 011-44-20-7422-6100
Toppan Merrill - Verdi Mailing Notice of EGM Circular ED | 120838 | 01-Oct-25 06:43 | 25-24630-1.ea | Sequence: 22
The following is a summary of certain United Kingdom, United States and Dutch tax consequences for Unilever Shareholders and Unilever ADS Holders of the receipt of the Demerger Dividend and the Share Consolidation. This summary does not constitute tax advice, is intended as general information only and does not provide an exhaustive overview of all United Kingdom, United States and Dutch tax consequences that may be relevant for Unilever Shareholders and Unilever ADS Holders. This summary is based on tax legislation, published case law, treaties, regulations and published policy, in each case as in force as at the date of this document, and it does not take into account any developments or amendments thereof after that date whether or not such developments or amendments have retroactive effect.
CHKSUM Content: 17389 Layout: 60438 Graphics: 0 CLEAN
THE TAX LEGISLATION OF THE COUNTRY OF CITIZENSHIP, DOMICILE OR RESIDENCY OF A UNILEVER SHAREHOLDER OR UNILEVER ADS HOLDER MAY ALSO IMPACT THE TAX CONSEQUENCES OF THE RECEIPT OF THE DEMERGER DIVIDEND AND THE SHARE CONSOLIDATION. UNILEVER SHAREHOLDERS AND UNILEVER ADS HOLDERS WHO ARE IN ANY DOUBT AS TO THEIR TAX POSITION OR WHO MAY BE SUBJECT TO TAX IN A JURISDICTION OTHER THAN THE UNITED KINGDOM, THE UNITED STATES OR THE NETHERLANDS ARE STRONGLY RECOMMENDED TO CONSULT THEIR OWN PROFESSIONAL ADVISERS.
Unilever Shareholders and Unilever ADS Holders should also note that further details of the tax consequences of the receipt of the Demerger Dividend and receiving and holding the TMICC Shares will be set out in the TMICC Prospectuses (when available).
References to Unilever Shareholders in the remainder of this section refer also to Unilever ADS Holders and references to Unilever Shares in this section refer also to Unilever ADSs.
The comments set out below are based on current United Kingdom tax law as applied in England and Wales and HMRC practice (which may not be binding on HMRC), in each case as in force as at the date of this document, and both of which are subject to change, possibly with retrospective effect.
They are intended as a general guide and apply (except where stated otherwise) only to Unilever Shareholders: (i) resident for tax purposes in the United Kingdom (and, in the case of individuals, only to those Unilever Shareholders who are not eligible for and claiming relief from the United Kingdom taxation of foreign income and gains under the rules in Chapter 1, Part 2 of the Finance Act 2025 and to whom "split year" treatment does not apply); (ii) who hold their Unilever Shares as an investment (other than in an individual savings account or pension arrangement); and (iii) who are, or are treated as, the absolute beneficial owners of their Unilever Shares and any dividends paid on them ("UK Shareholders"). The discussion further assumes that a Unilever ADS Holder is the absolute beneficial owner of the underlying Unilever Shares.
The discussion does not address all possible tax consequences relating to an investment in the Unilever Shares. Certain categories of Unilever Shareholders, including those carrying on certain financial activities, those subject to specific tax regimes or benefiting from certain reliefs or exemptions, those connected with Unilever, TMICC or their respective groups and those for whom the Unilever Shares or the TMICC Shares are employment-related securities, may be subject to special rules and this summary does not apply to such Unilever Shareholders.
JOB: 25-24630-1 CYCLE#;BL#: 12; 0 TRIM: 8.27" x 11.69" AS: London: 011-44-20-7422-6100
COLORS: Dark, ~note-color 2, Black, C=14 M=7 Y=13 K=0 GRAPHICS: none V1.5
Unilever has received clearance from HMRC under Section 1091 of the Corporation Tax Act 2010 confirming that the Demerger Dividend will qualify as an "exempt distribution" for the purposes of Section 1075 of the Corporation Tax Act 2010.
As a result, a UK Shareholder should not incur any liability to income tax or corporation tax on income (as applicable) in respect of the receipt of their TMICC Shares under the Demerger.
UK Shareholders who do not hold (either alone or together with persons connected to them) more than 5 per cent. of, or of any class of, the Unilever Shares should not be treated, by virtue of the receipt of TMICC Shares under the Demerger, as making a disposal or part disposal of their Unilever Shares for the purposes of taxation of chargeable gains. The TMICC Shares distributed to UK Shareholders pursuant to the Demerger should be treated as the same asset, and having been acquired at the same time, as the Unilever Shares already held by the UK Shareholders. The aggregate base cost of the Unilever Shares and the TMICC Shares immediately after the Demerger should be the same as the base cost of the Unilever Shares immediately before the Demerger. Such base cost should be apportioned between the Unilever Shares and the TMICC Shares by reference to their respective market values on the first day on which the market values or prices are quoted or published for such shares.
Any UK Shareholder who holds (either alone or together with persons connected to them) more than 5 per cent. of, or of any class of, the Unilever Shares will only be eligible for the treatment described in the preceding paragraph if the Demerger is effected for bona fide commercial reasons and does not form part of a scheme or arrangement of which the main purpose, or one of the main purposes, is the avoidance of liability to capital gains tax or corporation tax. Such UK Shareholders are advised that clearance has been obtained from HMRC under Section 138 of the Taxation of Chargeable Gains Act 1992 in respect of the Demerger that HMRC are satisfied that the Demerger will be effected for bona fide commercial reasons and will not form part of such a scheme or arrangement. As a result, any such UK Shareholder should be treated in the manner described in the preceding paragraph.
CHKSUM Content: 54063 Layout: 54537 Graphics: 0 CLEAN
Toppan Merrill - Verdi Mailing Notice of EGM Circular ED | 120838 | 01-Oct-25 06:43 | 25-24630-1.ea | Sequence: 23
To the extent that a UK Shareholder receives cash under the Demerger by virtue of a sale of any TMICC Shares to which the UK Shareholder has a fractional entitlement, the amount of any cash proceeds should not exceed the value of a single TMICC Share. Although the position is not free from doubt, it is expected that in practice the UK Shareholder should not normally be treated as making a part disposal of their holding of Unilever Shares (or TMICC Shares) and the proceeds should instead be deducted from the base cost of the UK Shareholder's new holdings (comprising their Unilever Shares and any TMICC Shares). Alternatively, or if the proceeds exceed that base cost, it is expected that the UK Shareholder will be treated as disposing of their fractional entitlement and may be subject to tax in respect of any chargeable gain thereby realised.
The following statement about United Kingdom stamp duty and SDRT applies regardless of whether or not a Unilever Shareholder is resident in the United Kingdom or elsewhere, and is intended as a guide only to the general United Kingdom stamp duty and SDRT position.
No United Kingdom stamp duty or SDRT should be payable by Unilever Shareholders in respect of the distribution of the TMICC Shares to them pursuant to the Demerger Dividend.
To the extent that a UK Shareholder receives New Unilever Shares pursuant to the Share Consolidation, such UK Shareholder should not be treated as making a disposal or part disposal of their existing Unilever Shares as a result of the Share Consolidation.
On a subsequent disposal of New Unilever Shares a UK Shareholder may, depending on their individual circumstances (including the availability of exemptions, reliefs and allowable losses), be subject to tax on the amount of any chargeable gain realised. When computing any such chargeable gain, the New Unilever Shares should be treated as having been acquired at the same time and for the same consideration as the UK Shareholder's original holding of Unilever Shares (i.e. the UK Shareholder's holding of Unilever Shares before the Share Consolidation).
To the extent that a UK Shareholder receives cash under the Share Consolidation by virtue of a sale of any New Unilever Shares to which the UK Shareholder has a fractional entitlement, in practice the UK Shareholder should not normally be treated as making a part disposal of their holding of Unilever Shares and the proceeds should instead be deducted from the base cost of the Shareholder's new holding. However, if the proceeds exceed that base cost, or if the UK Shareholder holds an insufficient number of original Unilever Shares meaning that it is not entitled to any New Unilever Shares on the Share Consolidation, the UK Shareholder will be treated as disposing of part or all of their existing holding of Unilever Shares and may be subject to tax in respect of any chargeable gain thereby realised.
The following statement about United Kingdom stamp duty and SDRT applies regardless of whether or not a Unilever Shareholder is resident in the United Kingdom or elsewhere, and is intended as a guide only to the general United Kingdom stamp duty and SDRT position.
No United Kingdom stamp duty or SDRT should be payable by Unilever Shareholders in respect of the Share Consolidation.
JOB: 25-24630-1 CYCLE#;BL#: 12; 0 TRIM: 8.27" x 11.69" AS: London: 011-44-20-7422-6100
COLORS: Dark, ~note-color 2, Black, C=14 M=7 Y=13 K=0 GRAPHICS: none V1.5
The following is a summary of certain US federal income tax consequences applicable to US Shareholders (as defined below) of the Demerger and the Share Consolidation. This summary deals only with US Shareholders that hold Unilever Shares and Unilever ADSs as capital assets. The discussion does not cover all aspects of US federal income taxation that may be relevant to, or the actual tax effect that any of the matters described herein will have on, particular investors (including consequences under the alternative minimum tax or net investment income tax), and does not address state, local, non-US or other tax laws (such as estate or gift tax laws). This summary also does not address tax considerations applicable to investors that own (directly, indirectly or by attribution) 10 per cent. or more of the equity interests of Unilever by vote or value, nor does this summary discuss all of the tax considerations that may be relevant to certain
types of investors subject to special treatment under US federal income tax laws (such as financial institutions, insurance companies, individual retirement accounts and other tax-deferred accounts, tax-exempt organisations, dealers in securities or currencies, investors holding Unilever Shares or Unilever ADSs as part of straddles, hedging transactions or conversion transactions for US federal income tax purposes, persons that have ceased to be US citizens or lawful permanent residents of the United States, investors holding Unilever Shares or Unilever ADSs in connection with a trade or business conducted outside of the United States, US citizens or lawful permanent residents living abroad or investors whose functional currency is not the US dollar).
CHKSUM Content: 41269 Layout: 7649 Graphics: 0 CLEAN
Toppan Merrill - Verdi Mailing Notice of EGM Circular ED | 120838 | 01-Oct-25 06:43 | 25-24630-1.ea | Sequence: 24
For US federal income tax purposes, US holders of Unilever ADSs will generally be treated as the owner of the Unilever Shares that are represented by the Unilever ADSs, and references herein to Unilever Shares also refer to Unilever ADSs representing Unilever Shares.
As used herein, the term "US Shareholder" means a beneficial owner of Unilever Shares that is, for US federal income tax purposes: (i) an individual citizen or resident of the United States; (ii) a corporation created or organised under the laws of the United States, or any state thereof or the District of Columbia; (iii) an estate the income of which is subject to US federal income tax without regard to its source; or (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more US persons have the authority to control all substantial decisions of the trust, or the trust has validly elected to be treated as a domestic trust for US federal income tax purposes.
The US federal income tax treatment of a partner in an entity or arrangement treated as a partnership for US federal income tax purposes that holds Unilever Shares will depend on the status of the partner and the activities of the partnership. Entities or arrangements treated as partnerships for US federal income tax purposes should consult their tax advisers concerning the US federal income tax consequences to them and their partners of participating in the Demerger and Share Consolidation.
This summary is based on the tax laws of the United States, including the Internal Revenue Code of 1986, as amended (the "Code"), its legislative history, existing and proposed US Treasury regulations thereunder, published rulings and court decisions, all as of the date hereof and all subject to change at any time, possibly with retroactive effect. Other than as described below, no rulings have been requested from the US Internal Revenue Service (the "IRS") and there can be no guarantee that the IRS would not challenge, possibly successfully, the treatment described below.
Unilever has received a private letter ruling from the IRS and expects to receive an opinion from its tax adviser, Linklaters, to the effect that, among other things, the Demerger (including the retention of less than 20 per cent. of the TMICC Shares) will qualify as a transaction that is tax-free for US federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code. The private letter ruling is and the opinion of Linklaters (the "Tax Opinion") will be based upon and rely on, among other things, various facts and assumptions, as well as certain representations, statements and undertakings of Unilever and TMICC (including those relating to the past and future conduct of Unilever and TMICC). If any of these representations, statements or undertakings is, or becomes, inaccurate or incomplete, or if Unilever or TMICC breach any of their respective representations or covenants contained in any of the Demerger-related agreements and documents or in any documents relating to the private letter ruling and/or the Tax Opinion, such private letter ruling and/or the Tax Opinion may be invalid and the conclusions reached therein could be jeopardised. The Tax Opinion will rely on the private letter ruling as to matters covered by the ruling.
If the Demerger qualifies as a transaction that is tax-free for US federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code, as Unilever expects, for US federal income tax purposes:
US Shareholders that have acquired different blocks of Unilever Shares at different times or at different prices are urged to consult their tax advisers regarding the allocation of their aggregate adjusted tax basis among, and the holding period of, the TMICC Shares distributed with respect to such blocks of Unilever Shares.
A US Shareholder that receives cash in respect of a fractional entitlement to a TMICC Share as a result of the Demerger will be treated as if the US Shareholder first received a distribution of the fractional entitlement to the TMICC Share in the Demerger and then sold it for the amount of cash actually received. Such US Shareholder will generally recognise capital gain or loss equal to the difference between the US dollar value of the amount received for the fractional entitlement and the US Shareholder's tax basis in the fractional entitlement, as determined above. Any gain or loss
JOB: 25-24630-1 CYCLE#;BL#: 12; 0 TRIM: 8.27" x 11.69" AS: London: 011-44-20-7422-6100
generally should be treated as arising from US sources. The gain or loss will be long-term capital gain or loss if the US Shareholder's holding period in the Unilever Shares exceeds one year. Long-term capital gains of non-corporate US Shareholders are subject to preferential tax rates. Deductions for capital loss are subject to significant limitations.
CHKSUM Content: 23604 Layout: 62054 Graphics: 0 CLEAN
Toppan Merrill - Verdi Mailing Notice of EGM Circular ED | 120838 | 01-Oct-25 06:43 | 25-24630-1.ea | Sequence: 25
Notwithstanding Unilever's receipt of the IRS private letter ruling and the Tax Opinion, the IRS could determine that the Demerger should be treated as a taxable transaction for US federal income tax purposes if it determines that any of the representations, assumptions, or undertakings upon which the IRS private letter ruling or the Tax Opinion was based are inaccurate or have not been complied with. In addition, the IRS private letter ruling does not address all of the issues that are relevant in determining whether the Demerger qualifies as a transaction that is generally tax-free for US federal income tax purposes. The Tax Opinion will not be binding on the IRS or any court and the IRS or a court may disagree with the conclusions in the Tax Opinion. Accordingly, notwithstanding Unilever's receipt of the IRS private letter ruling and the Tax Opinion, there can be no assurance that the IRS will not assert that the Demerger does not qualify for taxfree treatment for US federal income tax purposes, or that a court would not sustain such a challenge.
If the Demerger were determined not to qualify for tax-free treatment, the US tax consequences described above would not apply and each US Shareholder who receives TMICC Shares (and any cash received in respect of fractional entitlements to TMICC Shares) in the Demerger would generally be treated as receiving a distribution in an amount equal to the fair market value of the TMICC Shares received (including any fractional entitlements to TMICC Shares). Such distribution would be taxable to a US Shareholder as ordinary dividend income to the extent of the current and accumulated earnings and profits of Unilever as determined for US federal income tax purposes. To the extent the amount of the aggregate distribution exceeds the current and accumulated earnings and profits of Unilever, the distribution would be treated as a non-taxable return of capital, reducing the US Shareholder's adjusted tax basis in its Unilever Shares. To the extent the distribution in excess of earnings and profits exceeds the US Shareholder's adjusted tax basis in its Unilever Shares, the excess would be taxed as capital gain. Unilever does not maintain calculations of its earnings and profits in accordance with US federal income tax accounting principles, and a US Shareholder should therefore assume that any taxable distribution in respect of Unilever Shares would constitute ordinary income. In addition, the US Shareholder's tax basis in the TMICC Shares would equal the fair market value of such TMICC Shares on the date of receipt, and the US Shareholder's holding period for the TMICC Shares would begin on the day after the date of receipt.
A US Shareholder should not recognise any gain or loss on the Share Consolidation except for the receipt of cash in respect of fractional entitlements to New Unilever Shares. A US Shareholder's tax basis and holding period in its New Unilever Shares should be the same as its basis and holding period in the Existing Unilever Shares exchanged therefor. To the extent that a US Shareholder receives cash, by virtue of a sale on its behalf of any New Unilever Shares to which it has a fractional entitlement, the US Shareholder should recognise capital gain or loss equal to the difference between the US dollar value of the amount received for the fractional entitlement and the US Shareholder's tax basis in the fractional entitlement. Any gain or loss generally should be treated as arising from US sources. The gain or loss will be long-term capital gain or loss if the US Shareholder's holding period in the Existing Unilever Shares exceeds one year. Long-term capital gains of non-corporate US Shareholders are subject to preferential tax rates. Deductions for capital loss are subject to significant limitations.
US taxpayers that own certain foreign financial assets, including equity of non-US entities, with an aggregate value in excess of U.S.\$50,000 at the end of the taxable year or U.S.\$75,000 at any time during the taxable year (or, for certain individuals living outside the United States and married individuals filing joint returns, certain higher thresholds) may be required to file an information report with respect to such assets with their tax returns. The TMICC Shares and New Unilever Shares are expected to constitute foreign financial assets subject to these requirements unless the TMICC Shares and New Unilever Shares are held in an account at a financial institution (in which case the account may be reportable if maintained by a non-US financial institution). US Shareholders should consult their tax advisers regarding the application of the rules relating to foreign financial asset reporting.
The comments below are intended as a general guide and apply only to Unilever Shareholders resident or deemed resident for tax purposes in the Netherlands.
For the purposes of Dutch tax law, a Unilever Shareholder may include an individual or entity who does not have the legal title of these Unilever Shares, but to whom nevertheless the Unilever Shares or the income thereof is attributed based on specific statutory provisions or on the basis of such individual or entity having an interest in the Unilever Shares or the income thereof.
This summary does not address the Dutch tax consequences for:
JOB: 25-24630-1 CYCLE#;BL#: 12; 0 TRIM: 8.27" x 11.69" AS: London: 011-44-20-7422-6100
(i) investment institutions (fiscale beleggingsinstellingen);
COLORS: Dark, ~note-color 2, Black, C=14 M=7 Y=13 K=0 GRAPHICS: none V1.5
(ii) pension funds, exempt investment institutions (vrijgestelde beleggingsinstellingen) or other Dutch tax resident entities that are not subject to or exempt from Dutch corporate income tax;
(iii) corporate Unilever Shareholders which qualify for the participation exemption (deelnemingsvrijstelling) or which qualify for participation credit (deelnemingsverrekening). Generally speaking, a shareholding is considered to qualify as a participation for the participation exemption or participation credit if it represents an interest of 5 per cent. or more of the nominal paid-up share capital;
CHKSUM Content: 18396 Layout: 60878 Graphics: 0 CLEAN
Toppan Merrill - Verdi Mailing Notice of EGM Circular ED | 120838 | 01-Oct-25 06:43 | 25-24630-1.ea | Sequence: 26
Where this summary refers to the Netherlands, such reference is restricted to the part of the Kingdom of the Netherlands that is situated in Europe and the legislation applicable in that part of the Kingdom.
The Demerger Dividend is considered for Dutch tax purposes to be a dividend distribution by Unilever to its Shareholders. Since Unilever is a United Kingdom tax resident entity, no Dutch dividend withholding tax will have to be withheld.
If a Unilever Shareholder is an entity and is a resident of the Netherlands or deemed to be a resident of the Netherlands for Dutch corporate income tax purposes and is fully subject to Dutch corporate income tax or is only subject to Dutch corporate income tax in respect of an enterprise to which the Unilever Shares are attributable, the Demerger Dividend is generally taxable in the Netherlands (at up to a maximum rate of 25.8 per cent.).
In addition, such Unilever Shareholder is also taxable in the Netherlands (at up to a maximum rate of 25.8 per cent.) with respect to the net proceeds received pro rata to their fractional entitlement to TMICC Shares, but only to the extent such net proceeds are the result of an increase in value of the TMICC Shares since the Demerger Effective Time.
JOB: 25-24630-1 CYCLE#;BL#: 12; 0 TRIM: 8.27" x 11.69" AS: London: 011-44-20-7422-6100
COLORS: Dark, ~note-color 2, Black, C=14 M=7 Y=13 K=0 GRAPHICS: none V1.5
If a Unilever Shareholder is an individual and is a resident of the Netherlands or deemed to be a resident of the Netherlands for Dutch individual income tax purposes, the Demerger Dividend is taxable at progressive rates (up to a maximum rate of 49.50 per cent.) under the Dutch Income Tax Act 2001, if:
In addition, such Unilever Shareholder is also taxable in the Netherlands (at up to a maximum rate of 49.5 per cent.) with respect to the net proceeds received pro rata to their fractional entitlement to TMICC Shares, but only to the extent such net proceeds are the result of an increase in value of the TMICC Shares since the Demerger Effective Time.
If neither situation (i) nor situation (ii) above applies to the Unilever Shareholder, then the Unilever Shareholder, must record the Unilever Shares as assets that are held in box 3 for Dutch individual income tax purposes. Taxable income is then determined on the basis of a certain deemed return (rendement) on the Shareholder's yield basis (rendementsgrondslag) at the beginning of the calendar year insofar as the yield basis exceeds a certain threshold (€57,684 for an individual taxpayer and €115,368 in case of a "qualifying partner" (statutory defined term)) (heffingvrij vermogen), rather than on the basis of income actually received or gains actually realised. Such yield basis is
determined as the fair market value of certain qualifying savings and investments held by the Unilever Shareholder, less the fair market value of certain qualifying debts at the beginning of the calendar year. The deemed return is determined on separate deemed return percentages for bank savings, other investments and liabilities. For the calendar year 2025, the deemed return percentage for other investments (including the Unilever Shares) is 5.88 per cent. Subject to certain anti-abuse provisions, the product of an amount equal to: (a) the total deemed return divided by the yield basis; and (b) the yield basis minus the threshold (heffingvrij vermogen), forms the individual's taxable income from savings and investments. The taxable income from savings and investments so computed is taxed at the prevailing statutory rate of 36 per cent. The Demerger Dividend as such is then not taxed.
CHKSUM Content: 30696 Layout: 62054 Graphics: 0 CLEAN
Toppan Merrill - Verdi Mailing Notice of EGM Circular ED | 120838 | 01-Oct-25 06:43 | 25-24630-1.ea | Sequence: 27
The Dutch Supreme Court has ruled that box 3 taxation as outlined above is in violation of article 1 of the first protocol to the European Convention on Human Rights (right to property) and of article 14 of the European Convention on Human Rights (prohibition of discrimination), where the deemed return is higher than the actual nominal return on the assets and liabilities, including unrealised changes in value of such assets and liabilities. In these cases, the Dutch Supreme Court has ruled that legal redress should be provided to the party concerned. The Dutch legislator has introduced new legislation to take away the violations. Unilever Shareholders that are taxed in box 3 for Dutch individual income tax purposes with respect to their Unilever Shares are recommended to consult a professional tax adviser.
If a Unilever Shareholder is an entity and is a resident of the Netherlands or deemed to be a resident of the Netherlands for Dutch corporate income tax purposes and is fully subject to Dutch corporate income tax or is only subject to Dutch corporate income tax in respect of an enterprise to which the Unilever Shares are attributable, the Unilever Shareholder should for Dutch corporate income tax purposes: (i) likely not be treated as making a disposal or part disposal of their existing Unilever Shares nor making an acquisition of New Unilever Shares as a result of the Share Consolidation; or (ii) where the Unilever Shareholder should for Dutch corporate income tax purposes be treated as making a disposal and an acquisition as a result of the Share Consolidation, be allowed to roll-over the tax book value of their existing Unilever Shares to the New Unilever Shares on the basis of Dutch Supreme Court Case law.
Any cash received under the Share Consolidation by virtue of a sale of any New Unilever Shares to which a fractional entitlement exists should likely be taxable in the Netherlands (at up to a maximum rate of 25.8 per cent.).
Unilever Shareholders who are in any doubt as to their tax position are strongly recommended to consult their own professional advisers.
JOB: 25-24630-1 CYCLE#;BL#: 12; 0 TRIM: 8.27" x 11.69" AS: London: 011-44-20-7422-6100
COLORS: Dark, ~note-color 2, Black, C=14 M=7 Y=13 K=0 GRAPHICS: none V1.5
If a Unilever Shareholder is an individual and is a resident of the Netherlands or deemed to be a resident of the Netherlands for Dutch individual income tax purposes, the Unilever Shareholder should for Dutch individual income tax purposes: (i) likely not be treated as making a disposal or part disposal of their existing Unilever Shares nor making an acquisition of New Unilever Shares as a result of the Share Consolidation; or (ii) where the Unilever Shareholder should for Dutch individual income tax purposes be treated as making a disposal and an acquisition as a result of the Share Consolidation, be allowed to roll-over the tax book value of their existing Unilever Shares to the New Unilever Shares on the basis of Dutch Supreme Court Case law, if:
Any cash received under the Share Consolidation by virtue of a sale of any New Unilever Shares to which a fractional entitlement exists should likely be taxable in the Netherlands (at up to a maximum rate of 49.5 per cent.).
If neither situation (i) nor situation (ii) applies to the Unilever Shareholder, then the Unilever Shareholder, is taxed in accordance with box 3 for Dutch individual income tax purposes. The Share Consolidation should then likely not impact the taxable income of such Unilever Shareholder (including where any cash is received under the Share Consolidation by virtue of a sale of any New Unilever Shares to which a fractional entitlement exists).
Unilever Shareholders who are in any doubt as to their tax position are strongly recommended to consult their own professional advisers.
For the purposes of this document, "subsidiary", "subsidiary undertaking" and "undertaking" have the respective meanings given to them in the Companies Act.
CHKSUM Content: 35473 Layout: 36099 Graphics: 0 CLEAN
Toppan Merrill - Verdi Mailing Notice of EGM Circular ED | 120838 | 01-Oct-25 06:43 | 25-24630-1.ea | Sequence: 28
All times referred to are London time unless otherwise stated.
References to the singular include the plural and vice versa.
| "Admission" | the admission to listing and trading of the TMICC Shares on each of Euronext Amsterdam and the New York Stock Exchange, to listing on the Equity Shares (Commercial Companies) Category of the Official List of the FCA and to trading on the London Stock Exchange's Main Market for listed securities |
|---|---|
| "Admission Date" | the date of Admission of the TMICC Shares |
| "AFM" | the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) |
| "certificated" or "in certificated form" |
a share or other security which is not in uncertificated form (that is, not in CREST, Euroclear or DTC) |
| "Companies Act" | the Companies Act 2006, as amended from time to time |
| "CREST" | the system for the paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear |
| "CREST Manual" | the CREST Manual published by Euroclear, as amended from time to time |
| "CREST Regulations" | the Uncertificated Securities Regulations 2001 (SI 2001/3755), as amended |
| "Demerger" | the demerger of the Ice Cream Business by way of the Demerger Dividend to be satisfied by the transfer of the entire issued share capital of TMICC HoldCo from Unilever to TMICC in consideration for the issuance by TMICC of TMICC Shares to each Qualifying Shareholder and Qualifying ADS Holder at the Demerger Record Time in proportion to their holding |
| "Demerger Agreement" | the demerger agreement entered into between Unilever, TMICC and TMICC HoldCo on Wednesday 1 October 2025 |
| "Demerger Dividend" | the interim in specie dividend proposed to be approved by the Unilever Board pursuant to which the Demerger will be effected |
| "Demerger Effective Time" | the time at which the Demerger becomes effective, expected to be 6:00 p.m. on Saturday 8 November 2025 |
| "Demerger Record Time" | 10:00 p.m. on Friday 7 November 2025 (or such other time and date as Unilever may determine and announce through a RNS) |
| "Depositary Interests" | a CREST depositary interest representing a TMICC Share |
| "Direct Registration System" or "DRS" |
the Direct Registration System service provided by DTC to permit TMICC Shareholders to hold TMICC Shares in book-entry form in their own name |
| "DTC" | the Depository Trust Company |
| "EU and UK Prospectus" | the prospectus to be published by TMICC for the purposes of the admission to listing and trading of the TMICC Shares on Euronext Amsterdam, to listing on the Equity Shares (Commercial Companies) Category of the Official List of the FCA and to trading on the London Stock Exchange's Main Market for listed securities, as approved by the AFM and the FCA respectively |
| "Euroclear" | Euroclear UK & International Limited |
| "Euroclear Bank" | Euroclear Bank SA/NV |
| "Euroclear Nederland" | the Netherlands Central Institute for Giro Securities Transactions (Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V.), trading as Euroclear Nederland |
| "Euronext Amsterdam" | Euronext Amsterdam, the regulated market operated by Euronext Amsterdam N.V. |
| "Euronext Announcement Services" |
the electronic information dissemination platform operated by Euronext Amsterdam N.V. |
| "Existing Unilever ADSs" | the Unilever ADSs prior to the Share Consolidation becoming effective |
JOB: 25-24630-1 CYCLE#;BL#: 12; 0 TRIM: 8.27" x 11.69" AS: London: 011-44-20-7422-6100
CHKSUM Content: 62473 Layout: 9878 Graphics: 0 CLEAN
| "Existing Unilever Shares" | ordinary shares of 3 1/9 pence each in the capital of Unilever |
|---|---|
| "FCA" or "Financial Conduct Authority" |
the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of FSMA |
| "FSMA" | the UK Financial Services and Markets Act 2000 (as it may have been, or may from time to time be, amended, modified, re-enacted or replaced) |
| "General Meeting" | the general meeting of Unilever to be held at 8:00 a.m. on Tuesday 21 October 2025 at the offices of Linklaters, One Silk Street, London EC2Y 8HQ |
| "HMRC" | HM Revenue and Customs or its successor from time to time |
| "Ice Cream Business" | the existing business of the Unilever Group in the relevant territories concerning: |
| (i) the researching and developing of ice cream products; | |
| (ii) the franchising of operations related to the marketing, distribution and sale of ice cream products; |
|
| (iii) the marketing, distributing and selling of ice cream products; | |
| (iv) the ownership, maintenance, sale, distribution, lending and/or leasing of ice cream freezer cabinets; and |
|
| (v) the manufacturing, procuring, producing, packaging, packing and storage of ice cream products |
|
| "Joint Sponsors" | J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove) and Morgan Stanley & Co. International plc |
| "London Stock Exchange" | London Stock Exchange plc or its successor |
| "Market Abuse Regulation" | the Market Abuse Regulation (EU) (596/2014) (as it forms part of the laws of the UK by virtue of the European Union (Withdrawal) Act 2018 (as amended)) |
| "New Unilever ADSs" | American depositary shares of Unilever following completion of the Share Consolidation, each representing one New Unilever Share |
| "New Unilever Share(s)" | ordinary shares in the capital of Unilever following completion of the Share Consolidation |
| "New York Stock Exchange" | New York Stock Exchange LLC or its successor |
| "New York Stock Exchange Trader Updates" |
the official bulletins, notices or communications issued by the New York Stock Exchange to members, trading participants and market users as published from time to time through the New York Stock Exchange's recognised communication channels |
| "Notice of General Meeting" | the notice of the General Meeting set out in Schedule 3 of this document |
| "Overseas Shareholders" | any Unilever Shareholder or Unilever ADS Holder in respect of which TMICC is advised that allotment and/or issuance of any TMICC Shares would or may: (i) infringe applicable laws with respect to economic sanctions; or (ii) require TMICC to comply with any governmental or other consent or any registration, filing or other formality with which TMICC is unable to comply or compliance with which TMICC regards as unduly onerous |
| "Q3 2025 Dividend" | the dividend expected to be paid to Unilever Shareholders and Unilever ADS Holders on or around Friday 5 December 2025 |
| "Qualifying ADS Holders" | the Unilever Certificated ADS Holders and the Unilever Uncertificated ADS Holders |
JOB: 25-24630-1 CYCLE#;BL#: 12; 0 TRIM: 8.27" x 11.69" AS: London: 011-44-20-7422-6100
CHKSUM Content: 15730 Layout: 58437 Graphics: 0 CLEAN
| "Qualifying Shareholders" | Unilever Shareholders on the register of members of Unilever as at the Demerger Record Time (but excluding: (i) Unilever itself in respect of Unilever Shares held in treasury; (ii) the Unilever ADS Depositary; and (iii) where relevant, Overseas Shareholders) |
|---|---|
| "Registrar of Companies" | the Registrar of Companies in England and Wales |
| "Registration Statement" | a registration statement on Form 20-F under the US Exchange Act |
| "Regulations" | the Uncertificated Securities Regulations 2001 |
| "Relevant Territories" | Argentina, Botswana, Brazil, Chile, Gibraltar, Guernsey, Guinea, Hong Kong, Indonesia, Isle of Man, Jersey, Mexico, Namibia, Paraguay, Peru, South Africa, South Korea, Switzerland, Taiwan and the UK |
| "Reorganisation" | (i) the incorporation of TMICC and certain of the TMICC Group Companies to form a standalone group of companies within the wider Unilever Group (with TMICC to become the parent company of the TMICC Group on completion of the Demerger); and |
| (ii) the transfer by the relevant Unilever Group Companies of those companies, assets (including intellectual property rights) and liabilities that comprise the Ice Cream Business to TMICC Group Companies |
|
| "Resolutions" | the resolutions set out in the Notice of General Meeting |
| "Retained Shares" | the TMICC Shares held by Unilever on and from the Admission Date as described in paragraph 2.8 of Part IV of this document |
| "RNS" | the Regulatory News Services of the London Stock Exchange |
| "SEC" | the US Securities and Exchange Commission |
| "Separation" | the separation of the Ice Cream Business from the Unilever Group to a separate and distinct legal entity, following the Reorganisation, by way of the Demerger |
| "Share Consolidation" | the proposed consolidation (or consolidation and sub-division) of Unilever Shares as set out in this document |
| "Share Consolidation Record Time" | 10:00 p.m. on Tuesday 10 November 2025 (or such other time and date as Unilever may determine and announce through a RNS) |
| "Sponsors' Agreement" | the sponsors' agreement between TMICC and each of the Joint Sponsors dated on or around 5 November 2025 |
| "Tax Matters Agreement" | the tax matters agreement entered into between TMICC and Unilever on Wednesday 1 October 2025 |
| "TMICC" | The Magnum Ice Cream Company N.V. |
| "TMICC Board" | the directors of TMICC from time to time |
| "TMICC DRS Shareholder" | (i) Qualifying Shareholders who hold their Unilever Shares in certificated form, but whose registered address on the Unilever share register is not in a Relevant Territory (see above); (ii) Qualifying ADS Holders who hold their Unilever ADSs in registered form; and (iii) any Qualifying Shareholders or Qualifying ADS Holders who are not eligible for DTC |
| "TMICC Group" | TMICC HoldCo and its subsidiaries immediately prior to the Separation, and "TMICC Group Company" means any one of them |
| "TMICC HoldCo" | The Magnum Ice Cream Company HoldCo Netherlands B.V. |
| "TMICC NewCo" | The Magnum Ice Cream Company NewCo Netherlands B.V. |
| "TMICC Prospectuses" | the EU and UK Prospectus and the Registration Statement, and "TMICC Prospectus" means either one of them |
| "TMICC Shareholder(s)" | holders of TMICC Shares (including, where relevant, holders of interests in TMICC Shares) |
JOB: 25-24630-1 CYCLE#;BL#: 12; 0 TRIM: 8.27" x 11.69" AS: London: 011-44-20-7422-6100
CHKSUM Content: 18714 Layout: 120 Graphics: 0 CLEAN
| "TMICC Shares" | ordinary shares in the capital of TMICC or a dematerialised book-entry interest created through the systems of DTC, Euroclear Bank, Euroclear Nederland or a Depositary Interest with an underlying right to the same, as the context may require, and "TMICC Share" means any one of them |
|---|---|
| "UK" or "United Kingdom" | the United Kingdom of Great Britain and Northern Ireland |
| "UK Listing Rules" | the listing rules made by the FCA under Part VI of the FSMA (as set out in the handbook of the FCA), as amended |
| "UK ShareBuy" | the Unilever Share Incentive Plan |
| "uncertificated" or "in uncertificated form" |
a share or other security recorded on the relevant register as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST |
| "Unilever" | Unilever PLC |
| "Unilever ADS Depositary" | DB London (Investor Services) Nominees Ltd as nominee for Deutsche Bank Trust Company Americas in its capacity as depositary bank under the Unilever ADS Programme |
| "Unilever ADS Holders" | holders of Unilever ADSs from time to time (including, where relevant, holders of interests in Unilever ADSs) |
| "Unilever ADS Programme" | the American Depositary Share programme operated by Unilever in respect of certain Unilever Shares from time to time |
| "Unilever ADS Register" | the register of Unilever ADS Holders |
| "Unilever ADSs" | American depositary shares of Unilever each representing one Unilever Share |
| "Unilever Board" or "Unilever Directors" |
the directors of Unilever from time to time |
| "Unilever Certificated ADS Holders" | those persons who, at the Demerger Record Time, hold Unilever ADSs in certificated form |
| "Unilever Group" | Unilever and its subsidiaries, and "Unilever Group Company" means any one of them |
| "Unilever Share Plans" | employee share plans operated by Unilever, including the Unilever Share Plan 2017 (which, for the avoidance of doubt, includes the Unilever North America Omnibus Equity Compensation Plan), the SHARES Plan and the UK ShareBuy |
| "Unilever Share(s)" | ordinary shares in the capital of Unilever from time to time |
| "Unilever Shareholder(s)" | holders of Unilever Shares from time to time (including, where relevant, holders of interests in Unilever Shares) |
| "Unilever Uncertificated ADS Holders" |
those persons who, at the Demerger Record Time, hold Unilever ADSs in uncertificated form in DTC |
| "Unilever's Articles" | the articles of association of Unilever |
| "US" or "United States" | the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia |
| "US Exchange Act" | the US Securities Exchange Act of 1934 |
| "US Transfer Agent" | Computershare Trust Company N.A. |
JOB: 25-24630-1 CYCLE#;BL#: 12; 0 TRIM: 8.27" x 11.69" AS: London: 011-44-20-7422-6100
CHKSUM Content: 42823 Layout: 63403 Graphics: 59781 CLEAN
CORPORATE SPONSORED NOMINEE ACCOUNT TERMS AND CONDITIONS
We agree to provide you with access to The Magnum Ice Cream Company N.V. corporate sponsored nominee account (Service). The type of Security held in the corporate sponsored nominee account for you by our Nominee will be Depositary Interests. We are authorised and regulated by the Financial Conduct Authority. These legally binding terms explain to you the relationship between you and us in relation to the Service.
The price of Securities can go down as well as up and the income from Securities is not guaranteed. You may suffer a loss and receive back less than you originally invested. Remember that past performance is no guide to future performance.
Please read these terms and conditions carefully. If there is anything you do not understand, please contact us or seek independent professional advice. We may change these terms and conditions, if we do so, we will let you know beforehand.
We only make the Service available to people over 18 years old living in one of the Permitted Countries and to companies in one of the Permitted Countries. You may not use this Service unless you live in a Permitted Country or (for companies) you are registered in a Permitted Country. In any event, you may not use this Service in a country where it would be either illegal to do so or that would require us to observe regulatory procedures or legal formalities in addition to those required in England and Wales. The Permitted Countries section has further details.
Toppan Merrill - Verdi Mailing Notice of EGM Circular ED | 120838 | 01-Oct-25 06:43 | 25-24630-1.fa | Sequence: 1
We will not charge you for holding your Securities. The Company is charged an annual administration fee for the provision of the Service. We may charge you a fee for transferring your Securities, or for using some of the services provided under these terms and conditions. If the Company makes a distribution or pays a cash dividend then where we carry out a currency conversion for you, we will charge a fee of up to 1.5% of the distribution or cash dividend. So for example if we converted a cash dividend of £100 into another currency for you, you would be charged £1.50.
If, following your instructions, we transfer your Securities to a central securities depository (CSD), a third party brokerage account or you, we will charge you £50.00. We may deduct our fees directly from your Account before arranging for monies to be sent to you by one of the methods set out in these terms and conditions, or we may request you send us a cheque or make payment to us by another means. You may request an itemised breakdown of total costs and charges. Further information on our charges is available in the What are our Costssection.
JOB: 25-24630-1 CYCLE#;BL#: 12; 0 TRIM: 8.27" x 11.69" AS: London: 011-44-20-7422-6100
COLORS: Dark, ~note-color 2, Black, Pebble GRAPHICS: 24630-1_page1_4c.eps V1.5
We will not provide you with any investment, taxation or legal advice in relation to either the Service or the purchase, sale or transfer of Securities. We will not assess the suitability or appropriateness of any product, service or transaction and we will not recommend or invite you to sell, transfer or hold your Securities. You will not benefit from the protection of the FCA Rules on assessing appropriateness.
It is your responsibility to make sure the Service is right for you and you may wish to seek independent professional advice before using it.
You can contact us by e-mail at [email protected] or by post. You can also telephone us on +44 (0) 344 472 6064 between 08:30 to 17:30 on Business Days. The Contacting Each Othersection has further details.
When we contact you we will use the most recent contact details we have for you on our records. Where we make a payment to you it will be to the bank account details we have for you on our records or by cheque that we will send to the most recent address we have for you on our records. You must tell us immediately if you change your contact details or your bank account.
We will always aim to provide the Service with reasonable care and skill. If you are not happy with any aspect of the Service, please contact us. The Complaints and Compensation section has further information. Please note that we limit our liability to you under these terms and conditions. Further information is contained in the Limits on our Liabilitysection.
Toppan Merrill - Verdi Mailing Notice of EGM Circular ED | 120838 | 01-Oct-25 06:43 | 25-24630-1.fa | Sequence: 2
When a word appears in these terms that starts with a capital letter, check to see if it appears in the list of defined terms below for its specific meaning.
CHKSUM Content: 47168 Layout: 16492 Graphics: 982 CLEAN
| "Account" | means the account managed by our Nominee who shall use it to hold Securities on your behalf; |
|---|---|
| "Business Day" | means any day on which the London Stock Exchange ("LSE") is open for business; |
| "Company" | means the company in which we hold Securities on your behalf and any other company it has control of or |
| that is controlled by the same people who also control the company, as the context requires; | |
| "CSD" | means a central securities depository which is a computer-based system enabling securities to be held and |
| transferred electronically. Relevant depositories include CREST in the UK, the Depository Trust Company in | |
| the USA, Nominatif Pur in France and Issuer Sponsored Subregister in Australia; | |
| "FCA" | means the UK Financial Conduct Authority; |
| "FCA Rules" | means the rules, guidance and principles set out in the FCA Handbook; |
| "Nominee" | means one of our group companies which we may nominate to provide the Service, and whose business |
| shall consist solely of acting as a nominee holder of shares or other securities on behalf of others. This | |
| company shall initially be Computershare Company Nominees Limited; | |
| "Security" | means financial instruments issued by the Company which may include: |
| • stock, or shares which are a unit of share capital; |
|
| • depository interests or CREST Depository Interests which represent shares and can be held and |
|
| settled electronically through a CSD; and | |
| • debenture, loan note, right, warrant, or any other type of financial instrument. |
|
| and "Securities" shall mean any one or combination of these. | |
| "us", "we", "our" or "Computershare" means Computershare Investor Services PLC (Company No: 3498808) whose registered address is The | |
| Pavilions, Bridgwater Road, Bristol, BS13 8AE, Financial Services Register No. 188534; | |
| "you" | means the person holding an interest in the Security. Where our Nominee holds your Security for more |
| than one person, references to "you" in these terms and conditions are to be treated as references to each | |
| joint holder jointly and severally. |
Interpretation We have referred to some statutes, regulations or other rules. References to them include references to them as amended or replaced from time to time. Where we have referred to a time of day this means UK time, unless we say otherwise. Where we start a phrase with the words 'including' or 'include', the phrase is to be construed as illustrative only and does not limit the sense of the words preceding those terms.
JOB: 25-24630-1 CYCLE#;BL#: 12; 0 TRIM: 8.27" x 11.69" AS: London: 011-44-20-7422-6100
COLORS: Dark, ~note-color 2, Black, Pebble GRAPHICS: 24630-1_page2_4c.eps V1.5
2.1 Our Nominee normally holds your Securities electronically in a relevant CSD. Nothing in these terms varies in any way any of the rights or duties our Nominee has as legal owner in relation to the Company.
Toppan Merrill - Verdi Mailing Notice of EGM Circular ED | 120838 | 01-Oct-25 06:43 | 25-24630-1.fa | Sequence: 3
CHKSUM Content: 36773 Layout: 3639 Graphics: 65440 CLEAN
3.1 Where we are reasonably able to, we will let you know about the Company's annual meetings and other shareholder meetings. We will also send you a form you can give to our Nominee with your voting instructions to vote by proxy, on a poll, or by show of hands. If you want to attend a shareholders' meeting we will appoint you as our proxy in respect of your Securities (as long as this is permitted by the Company's constitutional documents), provided you have sent us the relevant form correctly filled out and on time, with your instructions. We can only offer you these services in so far as they are allowed by the CSD. We will let you know when we are able to offer this service.
JOB: 25-24630-1 CYCLE#;BL#: 12; 0 TRIM: 8.27" x 11.69" AS: London: 011-44-20-7422-6100
COLORS: Dark, ~note-color 2, Black, Pebble GRAPHICS: 24630-1_page3_4c.eps V1.5
all investors on a pro rata basis. If any fractions in the Securities arise as a result of our Nominee holding the Security for a number of investors then our Nominee will aggregate the fractions and sell them with the sale proceeds shared among all investors on a pro rata basis.
6.3 We may charge you for other ancillary services provided under these terms and conditions such as providing duplicate tax vouchers, acquisition costs, withdrawal and statutory fees or other charges associated with carrying out your instructions. Our current fees and charges for these other services are available upon request from us.
Toppan Merrill - Verdi Mailing Notice of EGM Circular ED | 120838 | 01-Oct-25 06:43 | 25-24630-1.fa | Sequence: 4
JOB: 25-24630-1 CYCLE#;BL#: 12; 0 TRIM: 8.27" x 11.69" AS: London: 011-44-20-7422-6100
COLORS: Dark, ~note-color 2, Black, Pebble GRAPHICS: 24630-1_page4_4c.eps V1.5
CHKSUM Content: 2087 Layout: 9253 Graphics: 22416 CLEAN
8.7 You may end this agreement for the Service with us at any time. You will have to pay any fees and taxes associated with withdrawing.
9.5 You agree to appoint us to be your agent for the purpose of issuing any instructions to the relevant CSD to give effect to the transfers referred to in these terms and conditions.
Toppan Merrill - Verdi Mailing Notice of EGM Circular ED | 120838 | 01-Oct-25 06:43 | 25-24630-1.fa | Sequence: 5
CHKSUM Content: 24562 Layout: 9145 Graphics: 62307 CLEAN
JOB: 25-24630-1 CYCLE#;BL#: 12; 0 TRIM: 8.27" x 11.69" AS: London: 011-44-20-7422-6100
COLORS: Dark, ~note-color 2, Black, Pebble GRAPHICS: 24630-1_page5_4c.eps V1.5
1.1 We and our Nominee will provide the Service with reasonable care and skill.
Toppan Merrill - Verdi Mailing Notice of EGM Circular ED | 120838 | 01-Oct-25 06:43 | 25-24630-1.fa | Sequence: 6
CHKSUM Content: 65117 Layout: 982 Graphics: 25503 CLEAN
whether they amount to direct or indirect loss.
2.1 When you write to us you must send all correspondence to:
Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZZ
and include the full name and SRN of your Account.
JOB: 25-24630-1 CYCLE#;BL#: 12; 0 TRIM: 8.27" x 11.69" AS: London: 011-44-20-7422-6100
COLORS: Dark, ~note-color 2, Black, Pebble GRAPHICS: 24630-1_page6_4c.eps V1.5
Where you fail to provide us with the evidence we need we may stop holding Securities and/or stop making payments to you. We may also notify the relevant authorities. We will notify you in writing as soon as possible if we decide not to accept an instruction from you. By agreeing to use this Service, you give us permission to check your identity using electronic identity checking services where necessary.
CHKSUM Content: 27138 Layout: 40833 Graphics: 51893 CLEAN
Subject to the contents of the notice referred to above, from the transfer date:
JOB: 25-24630-1 CYCLE#;BL#: 12; 0 TRIM: 8.27" x 11.69" AS: London: 011-44-20-7422-6100
COLORS: Dark, ~note-color 2, Black, Pebble GRAPHICS: 24630-1_page7_4c.eps V1.5
3.13 In these circumstances, we will satisfy ourselves that the new provider will hold monies in accordance with the FCA Rules on client money or if not, we will exercise due skill, care and diligence in assessing whether the new provider will apply adequate equivalent measures to protect your client money. You agree that from the transfer date we will no longer hold your money in a client money bank account and we will no longer treat it as client money under the FCA Rules.
charity of our choice. You may later claim this sum of money back from us, but you will not be entitled to claim any interest on it. We will let you know at least 28 days before we do this by writing to you at the last email or postal address we have for you. Where the amount is no more than £25 (or equivalent) and you fail to claim it before the 28 day notice period expires, we will donate the money without attempting to contact to you again. If the amount is more than £25 (or equivalent), after the 28 day notice period expires, we will make at least one further attempt to contact you using other means, before donating the money to charity.
Toppan Merrill - Verdi Mailing Notice of EGM Circular ED | 120838 | 01-Oct-25 06:43 | 25-24630-1.fa | Sequence: 8
CHKSUM Content: 39587 Layout: 16085 Graphics: 44124 CLEAN
4.7 If we have not received any instructions from you for at least twelve years, we may sell assets we hold for you at market value if the law and applicable regulations allow it. You may later claim from us a sum equal to the value of the proceeds at the time your assets were sold. You will not be entitled to claim any interest on this sum. We will let you know at least 28 days before we do this by writing to you at the last email or postal address we have for you. If we have not heard from you within the 28 days' notice period, we will make at least one further attempt to contact you using other means. After a further 28 day period, we will donate the assets or proceeds to a registered charity of our choice.
5.1 The Permitted Countries list may be updated from time to time with the current list displayed on our website. If you are resident in another territory you will be excluded from the Service. If you are unsure of your status please call us.
JOB: 25-24630-1 CYCLE#;BL#: 12; 0 TRIM: 8.27" x 11.69" AS: London: 011-44-20-7422-6100
COLORS: Dark, ~note-color 2, Black, Pebble GRAPHICS: 24630-1_page8_4c.eps V1.5
Computershare Investor Services PLC is authorised and regulated by the Financial Conduct Authority, Registered Office: 12 Endeavour Square London E20 1JN. Computershare Investor Services PLC is on the Financial Conduct Authority Register with registration number 188534. Computershare Investor Services PLC is registered in England & Wales, Company No. 3498808, Registered Office: The Pavilions, Bridgwater Road, Bristol, BS13 8AE. The main business of Computershare Investor Services PLC is the provision of share registry and shareholder services.
Toppan Merrill - Verdi Mailing Notice of EGM Circular ED | 120838 | 01-Oct-25 06:43 | 25-24630-1.fa | Sequence: 9
INVESTOR SERVICES
Direct Registration the security and convenience of certificateless share ownership
The Company in which you own stock has elected to use the Direct Registration System (DRS) as its means of recording stock ownership. This brochure outlines what DRS means to you as a shareholder.
CHKSUM Content: 36051 Layout: 22965 Graphics: 13824 CLEAN
DRS is share ownership without paper stock certificates. Your shares are held in book-entry form. As the Company's transfer agent, Computershare keeps a record of your shares on the Company's register of owners. When you transfer or sell DRS shares, the transaction takes place electronically without the movement of stock certificates. The following pages more fully describe DRS.
Each time you have a share transaction you are sent a Direct Registration Transaction Advice (Advice) reporting the number of the Company's shares you hold in book-entry form. For instructions on how to transfer your shares, please visit us online or call Computershare at the telephone number on your Advice.
If applicable, you may convert your certificated shares in the Company to DRS if you wish. To do this, send your stock certificate(s), along with a signed written request to deposit the enclosed certificates into your account, to:
Computershare Attn: Stock Transfer Department 150 Royall Street, Suite 101 Canton, MA 02021
Note: We cannot convert your stock certificates to DRS shares without receipt of the actual certificates.
We recommend that you use a courier service and please make sure that you DO NOT sign the back of your certificates.
You may sell your shares through the DRS Sales Facility, administered by Computershare Trust Company, N.A. The types of sale orders available may be different for each company. You may go online at www.computershare.com/investor or call Computershare to find out what order types are available. The following describes the types of orders.
Market Order. A market order is a request to sell shares promptly at market price. For Market Orders, depending on the number of shares being sold and current trading volume in the shares, a Market Order may only be partially filled or not filled at all on the trading day in which it is placed, in which case the order, or remainder of the order, as applicable, will be cancelled at the end of such day. To determine if your shares were sold, you should check your account online at www.computershare.com or contact us. If your Market Order sale was not filled and you still want the shares sold, you will need to reenter the sale request. A sale request received in writing may, in Computershare's sole discretion, be treated as a Market Order sale or may be submitted with other sales requests for a security received in writing as an aggregated request. Sale instructions received in writing by Computershare will be processed no later than five business days after the date on which the order is received (except where deferral is required under applicable federal or state laws or regulations), assuming the applicable market is open for trading and sufficient market liquidity exists.
JOB: 25-24630-1 CYCLE#;BL#: 12; 0 TRIM: 8.27" x 11.69" AS: London: 011-44-20-7422-6100 COLORS: Dark, ~note-color 2, Black, Pebble GRAPHICS: 24630-1_page10_4c.eps V1.5
Day Limit Order. A Day Limit Order is an order to sell shares when and if the stock reaches a specific price on a specific day. The order is automatically canceled if the price is not met by the end of that trading day (or, for orders placed outside of market hours, the next trading day). Depending on the number of shares being sold and current trading volume in the shares, such an order may only be partially filled, in which case the remainder of the order will be canceled. Any request by you to otherwise cancel a pending Day Limit Order will be honored on a best efforts basis.
Good-Til-Canceled (GTC) Limit Order. A GTC Limit Order is an order to sell shares when and if the stock reaches a specific price at any time while the order remains open (typically 30 days, but may differ by company). Depending on the number of shares being sold and current trading volume in the shares, sales may be executed in multiple transactions and may be traded on more than one day. If shares trade on more than one day a separate fee will be charged for each day. The order (or any unexecuted portion thereof) is automatically canceled if the price is not met by the end of the order period. The order also may be canceled by the applicable stock exchange or at your request, by telephone or online.
Sales proceeds in Market Orders, Day Limit Orders and GTC Limit Orders equal the market price that the broker receives for your shares, less applicable taxes and fees. If available, requests for such order types may only be placed online or by telephone using the Interactive Voice Response (IVR) system or through a Customer Service Representative (CSR).
For more information about the timing, processing, and the pricing of sale requests, see the Terms and Conditions of Sales Facility on the back of this page. For questions on fees please log into your account at www.computershare.com. Note: the different types of orders and orders placed by telephone through a CSR are subject to different fees.
Yes, have your broker request your shares be sent to them through the Depository Trust Company's Direct Registration Profile System. You need to supply your broker with a copy of your latest Advice and the following information:
As a condition to using the Direct Registration services provided by Computershare Trust Company, N.A. ("Computershare"), you hereby agree to the following terms:
Toppan Merrill - Verdi Mailing Notice of EGM Circular ED | 120838 | 01-Oct-25 06:43 | 25-24630-1.fa | Sequence: 10
(a) As a holder of book-entry shares, you may request that Computershare sell all or a portion of your shares online at www.computershare.com, via telephone or in writing. In submitting the sale instruction, you agree that Computershare may transfer your shares to complete the sale, including transfers to a nominee account of Computershare and to Computershare's brokerage firm.
CHKSUM Content: 20918 Layout: 16085 Graphics: 19301 CLEAN
At Computershare, we take privacy seriously. In the course of providing services to you in connection with employee stock purchase plans, dividend reinvestment plans, direct stock purchase plans, direct registration services and/or custody services, we receive nonpublic, personal information about you. We receive this information through transactions we perform for you, from enrollment forms, automatic debit forms, and through other communications with you in writing, electronically, and by telephone. We may also receive information about you by virtue of your transaction with affiliates of Computershare or other parties. This information may include your name, address (residential and mailing), social security number, bank account information, date of birth, government-issued identification number, and other financial information.
With respect both to current and former customers, Computershare does not share nonpublic personal information with any non-affiliated third-party except as necessary to process a transaction, service your account or as required or permitted by law. Our affiliates and outside service providers with whom we share information are legally bound not to disclose the information in any manner, unless required or permitted by law or other governmental process. We strive to restrict access to your personal information to those employees who need to know the information to provide our services to you. Computershare maintains physical, electronic and procedural safeguards to protect your personal information.
Computershare realizes that you entrust us with confidential personal and financial information and we take that trust very seriously. CNTN_QA_R_01
JOB: 25-24630-1 CYCLE#;BL#: 12; 0 TRIM: 8.27" x 11.69" AS: London: 011-44-20-7422-6100 COLORS: Dark, ~note-color 2, Black, Pebble GRAPHICS: 24630-1_page11_4c.eps V1.5
Notice is hereby given that a General Meeting of Unilever PLC (the "Company") will be held at the offices of Linklaters, One Silk Street, London EC2Y 8HQ at 8:00 a.m. (London time) on Tuesday 21 October 2025 to transact the following business:
CHKSUM Content: 7579 Layout: 25932 Graphics: 0 CLEAN
To consider, and if thought fit, pass Resolutions 1 and 2 as special resolutions:
Toppan Merrill - Verdi Mailing Notice of EGM Circular ED | 120838 | 01-Oct-25 06:43 | 25-24630-1.fa | Sequence: 11
on the basis that:
JOB: 25-24630-1 CYCLE#;BL#: 12; 0 TRIM: 8.27" x 11.69" AS: London: 011-44-20-7422-6100
CHKSUM Content: 13517 Layout: 41389 Graphics: 0 CLEAN
(b) Article 61 of the articles of association of the Company be amended such that the words "for every 3 1/9 pence nominal of capital" be deleted and replaced with the words "for every one share in the Company".
Subject to Resolution 1 being passed and Admission taking place, the following amendments to Resolution 18, the special resolution in relation to the Company's authority to purchase its own shares as set out in the Company's notice of the Annual General Meeting 2025 and renewed at the annual general meeting of the Company on Wednesday 30 April 2025, be approved:
(a) to delete the words "of 3 1/9p each" in the first paragraph of Resolution 18; and
Toppan Merrill - Verdi Mailing Notice of EGM Circular ED | 120838 | 01-Oct-25 06:43 | 25-24630-1.fa | Sequence: 12
(b) to replace the words "3 1/9p" with an amount equal to "the nominal value of such share" in sub-paragraph b.
By order of the Board
Maria Varsellona
Chief Legal Officer and Group Secretary
JOB: 25-24630-1 CYCLE#;BL#: 12; 0 TRIM: 8.27" x 11.69" AS: London: 011-44-20-7422-6100
The explanatory notes that follow form part of the Notice of General Meeting and provide important information regarding the items of business to be considered at the General Meeting. Resolutions 1 and 2 are proposed as special resolutions. This means that for each of these Resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.
CHKSUM Content: 30719 Layout: 12683 Graphics: 0 CLEAN
Toppan Merrill - Verdi Mailing Notice of EGM Circular ED | 120838 | 01-Oct-25 06:43 | 25-24630-1.fa | Sequence: 13
The Directors believe that it is advantageous for the Company to consolidate its existing issued share capital in order to reduce the total number of the Company's shares in issue (while increasing the nominal value of each such share) with the intention of maintaining comparability, so far as practicable, between the Company's share price and per share metrics (including earnings per share and dividends per share) before and after the demerger of the ice cream business. This Resolution provides the authority from shareholders for such consolidation of shares. In order to achieve the desired number of shares in issue, the consolidation may proceed by way of a sub-division immediately followed by a consolidation, or vice versa, and Resolution 1 grants the Board the authority to proceed on the appropriate basis.
Article 61 of the Company's articles of association currently provides that each shareholder has one vote for every 3 1/9 pence nominal of capital held by them (of whatever class). As the nominal value per share will change as a result of the Share Consolidation, this Article needs to be amended as part of the Share Consolidation so that each shareholder continues to have one vote per ordinary share held, to ensure compliance with the UK Listing Rules. This Resolution provides the authority from shareholders for such amendment of the Company's articles of association.
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. Renewal of this authority is also sought at the Annual General Meeting each year and was received at the 2025 Annual General Meeting.
The authority received at the 2025 Annual General Meeting will be amended by Resolution 2, if passed, to reflect that the ordinary shares in the capital of the Company will, following the Share Consolidation, no longer have a nominal value of 3 1/9 pence. The Share Consolidation, if approved, will decrease the number of shares in issue and therefore will result in the maximum number of shares which may be acquired by the Company representing over 10 per cent. of the Company's issued ordinary share capital. The Directors have no present intention of purchasing over 10 per cent. of its issued ordinary share capital under this authority.
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 2026, being the last date by which the Company must hold an Annual General Meeting in 2026. 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.
JOB: 25-24630-1 CYCLE#;BL#: 12; 0 TRIM: 8.27" x 11.69" AS: London: 011-44-20-7422-6100
CHKSUM Content: 49793 Layout: 42866 Graphics: 0 CLEAN
Toppan Merrill - Verdi Mailing Notice of EGM Circular ED | 120838 | 01-Oct-25 06:43 | 25-24630-1.fa | Sequence: 14
Shareholders are encouraged to appoint the Chair of the General Meeting as their Proxy, even if they intend to attend the General Meeting in person. This is to ensure that your vote is counted if you are unable to attend in person on the day of the General Meeting.
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 that the instruction is one of a multiple.
JOB: 25-24630-1 CYCLE#;BL#: 12; 0 TRIM: 8.27" x 11.69" AS: London: 011-44-20-7422-6100
CHKSUM Content: 24569 Layout: 6747 Graphics: 0 CLEAN
Toppan Merrill - Verdi Mailing Notice of EGM Circular ED | 120838 | 01-Oct-25 06:43 | 25-24630-1.fa | Sequence: 15
JOB: 25-24630-1 CYCLE#;BL#: 12; 0 TRIM: 8.27" x 11.69" AS: London: 011-44-20-7422-6100
the General Meeting for these purposes to allow time for the issue of the Letter of Representation. The Company's Registrar, Computershare Investor Services PLC ("Computershare"), can also be contacted to provide further explanation of this process.
CHKSUM Content: 15135 Layout: 44268 Graphics: 0 CLEAN
Toppan Merrill - Verdi Mailing Notice of EGM Circular ED | 120838 | 01-Oct-25 06:43 | 25-24630-1.fa | Sequence: 16
c. it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
Shareholders are encouraged to submit questions for the Q&A session in advance of the General Meeting by emailing [email protected] before 1:00 p.m. (London time) on Friday 10 October 2025.
The General Meeting will be held at the offices of Linklaters, One Silk Street, London EC2Y 8HQ. The offices of Linklaters are in close proximity to Moorgate, Barbican and Liverpool Street underground stations, all within walking distance.
JOB: 25-24630-1 CYCLE#;BL#: 12; 0 TRIM: 8.27" x 11.69" AS: London: 011-44-20-7422-6100

JOB: 25-24630-1 CYCLE#;BL#: 12; 0 TRIM: 8.27" x 11.69" AS: London: 011-44-20-7422-6100
COLORS: Cyan, ~note-color 2, Black, Magenta GRAPHICS: 24630-1_obc_4c.eps V1.5
CHKSUM Content: 0 Layout: 11830 Graphics: 13673 CLEAN
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.