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Unilever PLC AGM Information 2012

May 17, 2012

4591_rns_2012-05-17_1cdbd1f3-bafd-4de1-abf2-ad277fd01c95.pdf

AGM Information

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Unilever PLC

In accordance with Listing Rule 9.6.2R the following are resolutions, other than resolutions on ordinary business, which were duly passed at the Annual General Meeting of the Unilever PLC held on 9 May 2012.

ORDINARY RESOLUTION

THAT the Directors be and are hereby generally and unconditionally authorised to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £13,300,000 provided that this authority shall expire at the close of business on 30 June 2013 or, if earlier, at the conclusion of next year's Annual General Meeting save that the Company may before such expiry make an offer or agreement which would or might require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after such expiry and the Directors may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not expired.

SPECIAL RESOLUTION

THAT subject to the passing of the previous resolution, the Directors be and are hereby given power to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution and/or where the allotment constitutes an allotment of equity securities by virtue of Section 560(3) of the Companies Act 2006, free of the restriction in Section 561(1) of the Companies Act 2006, such power to be limited:

  • (a) to the allotment of equity securities in connection with an offer of equity securities to ordinary shareholders (excluding any shareholder holding shares as treasury shares) where the equity securities respectively attributable to the interests of all ordinary shareholders are proportionate (as nearly as may be) to the respective number of ordinary shares held by them subject only to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with fractional elements, record dates, legal or practical problems arising in any territory or by virtue of shares being represented by depositary receipts, the requirements of any regulatory body or stock exchange, or any other matter; and
  • (b) to the allotment (otherwise than under paragraph (a) above) of equity securities up to an aggregate nominal amount of £2,000,000;

and shall expire at close of business on 30 June 2013 or, if earlier, at the conclusion of next year's Annual General Meeting save that the Company may before such expiry make an offer or enter into an agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot securities in pursuance of such offer or agreement as if the power conferred hereby had not expired.

SPECIAL RESOLUTION

THAT the Company be and is hereby generally and unconditionally authorised for the purpose of Section 701 of the Companies Act 2006 to make one or more market purchases (within the meaning of Section 693(4) of the Companies Act 2006) of ordinary shares of 3 1/9p each in the capital of the Company, subject to the following conditions:

  • (a) the maximum number of shares which may be hereby purchased is 128,345,000 ordinary shares;
  • (b) the minimum price, exclusive of expenses, which may be paid for each ordinary share is 3 1/9p;
  • (c) the maximum price, exclusive of expenses, which may be paid for each ordinary share is not more than the higher of (1) 5% above the average of the middle market

quotations for the ordinary shares (as derived from the Daily Official List of the London Stock Exchange) for the five business days before the day on which the purchase is made; and (2) that stipulated by Article 5(1) of the Buy-back and Stabilisation Regulation (EC No. 2273/2003); and

(d) the authority conferred by this resolution shall, unless renewed prior to such time, expire at the conclusion of the next Annual General Meeting of the Company or on 30 June 2013 (whichever is earlier), save that the Company may before such expiry enter into any contract under which a purchase of ordinary shares may be completed or executed wholly or partly after such expiry and the Company may purchase ordinary shares in pursuance of such contract as if the authority conferred hereby had not expired.

ORDINARY RESOLUTION

THAT in accordance with Section 366 of the Companies Act 2006, the Company and all companies that are its subsidiaries at any time during the period for which this resolution is effective be and are hereby authorised to:

  • (a) make political donations (as such term is defined in Section 364 of the Companies Act 2006) to political parties to which Part 14 of the Companies Act 2006 applies; and independent election candidates to whom Part 14 of the Companies Act 2006 applies, not exceeding £100,000 in aggregate in any financial year;
  • (b) make political donations (as such term is defined in Section 364 of the Companies Act 2006) to political organisations to which Part 14 of the Companies Act 2006 applies other than political parties (to which Part 14 of the Companies Act 2006 applies) not exceeding £100,000 in aggregate in any financial year; and
  • (c) to incur political expenditure (as such term is defined in Section 365 of the Companies Act 2006) not exceeding £100,000 in aggregate in any financial year, in each case during the period beginning with the date of passing this resolution and ending at the conclusion of the next Annual General Meeting or 30 June 2013 (whichever is earlier).

SPECIAL RESOLUTION

THAT a general meeting other than an annual general meeting may be called on not less than 14 days' clear notice.

SPECIAL RESOLUTION

THAT the Articles of Association produced to the meeting and initialled by the Chairman of the meeting for the purpose of identification be adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, the existing Articles of Association.