Unilever PLC
Registered No. 41424
At the General Meeting of the Company duly convened and held on 21 October 2025, the following resolutions were duly passed.
SPECIAL RESOLUTION (Resolution 1)
THAT:
- (a) Prior to the New Unilever Shares (as defined below) being admitted 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 ("Admission"), the Company and its Directors be authorised at its discretion, subject to completion by the Company of the proposed demerger of The Magnum Ice Cream Company N.V., to:
- (i) (A) consolidate each of the existing ordinary shares of 3 1/9 pence each in the capital of the Company (the "Existing Unilever Shares") into one or more (such number being at the discretion of the Directors) ordinary shares in the capital of the Company (such share or shares being "intermediate share(s)"), and (B) immediately after such consolidation, subdivide each intermediate share into such number of new ordinary shares in the capital of the Company of such nominal value as the Directors may determine, such shares having the same rights and being subject to the same restrictions (save as to nominal value) as the Existing Unilever Shares in the capital of the Company as set out in the Company's articles of association (as amended pursuant to Resolution 1(b)) (the "New Unilever Shares"); or
- (ii) (A) sub-divide each of the existing ordinary shares of 3 1/9 pence each in the capital of the Company (the "Existing Unilever Shares") into such number of ordinary shares in the capital of the Company as the Directors may determine (such shares being "intermediate shares"), and (B) immediately after such sub-division, consolidate the intermediate shares into such number of new ordinary shares in the capital of the Company of such nominal value as the Directors may determine, such shares having the same rights and being subject to the same restrictions (save as to nominal value) as the Existing Unilever Shares in the capital of the Company as set out in the Company's articles of association (as amended pursuant to Resolution 1(b)) (the "New Unilever Shares"),
on the basis that:
- I. the record date for any such consolidation and/or sub-division shall be 6:30 p.m. (London time) on Tuesday 10 November 2025 or such other time and/or date as the Directors may determine;
- II. the Directors shall have discretion to make any arrangements which they consider necessary, appropriate or expedient:(i) to deal with fractions, rounding or other practical problems or matters which may result from any such consolidation and/or sub-division; or (ii) for the purpose of giving effect to any such consolidation and/or sub-division; and
- III. in particular and without prejudice to the general discretion of the Directors under paragraph II above, no ordinary shareholder of the Company ("Unilever Shareholder") shall be entitled to a fraction of a New Unilever Share arising out of such consolidation and division, and the aggregate number of New Unilever Shares to which a Unilever Shareholder shall be entitled shall be rounded down to the nearest whole number of New Unilever Shares. Any fraction of a New Unilever Share to which a Unilever Shareholder would otherwise have been entitled shall, so far as practicable, be aggregated with the fractions of a New Unilever Share (if any) to which other shareholders of the Company would be similarly entitled and the Directors be and are hereby authorised to sell (or appoint any other person to sell). For the purposes of implementing such sale:
- (A) any Director may appoint and authorise any person to execute and deliver an instrument (or instruments) or instruction (or instructions) of transfer and to do any and all acts and things and
make any and all arrangements as such Director considers necessary, expedient or appropriate to effect the transfer, settlement and/or disposal of such fractional entitlements;
- (B) in respect of Unilever Shareholders (excluding, for the avoidance of doubt, Unilever ADS Holders (as such term is defined in the Circular to which the Notice of General Meeting convening the meeting on 21 October 2025 forms part), the net proceeds of such sale (after the deduction of any expenses and/or commissions associated with such sale, including any VAT payable on the proceeds of sale) shall be paid in due proportion (rounded down to the nearest penny) to the relevant shareholders entitled to such fractions;
- (C) in respect of Unilever ADS Holders, the net proceeds of such sale (after the deduction of any expenses and/or commissions associated with such sale (including any related VAT)) shall be paid in due proportion (rounded down to the nearest whole cent) amongst the relevant Unilever ADS Holders who would otherwise be entitled to such fractions; and
- (D) in the absence of bad faith or willful default, neither the Company nor any person appointed pursuant to sub-paragraph (A) of this Resolution 1 shall have any liability for any loss or damage arising as a result of the timing or terms of any sale pursuant to this Resolution 1; and
- (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"
SPECIAL RESOLUTION (Resolution 2)
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
- (b) to replace the words "3 1/9p" with an amount equal to "the nominal value of such share" in subparagraph b.
Certified as a true and fair copy.
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Authorised Signatory, Unilever PLC
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