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Unilever PLC Proxy Solicitation & Information Statement 2026

Mar 31, 2026

4591_agm-r_2026-03-31_0a274053-5dce-41be-a4c7-6300a597e071.pdf

Proxy Solicitation & Information Statement

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Desire at Scale

Chair's letter
and Notice of Meeting
Annual General Meeting
Hilton London Bankside
11.30am on 13 May 2026

Unilever


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Unilever

Unilever House, 100 Victoria Embankment, London EC4Y 0DY

Telephone + (0) 20 7822 5252

This document is important and requires your immediate attention. If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek your own advice from a stockbroker, solicitor, accountant or other professional adviser as soon as possible. If you have sold or otherwise transferred all of your shares, please pass this document to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass this document to the person who now holds the shares.

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31 March 2026

Ian Meakins
Chair

Dear Shareholder

I write to provide you with notice of the Annual General Meeting (the 'AGM') of Unilever PLC (the 'Company'), to be held at 11.30am BST on Wednesday 13 May 2026 at Hilton London Bankside, 2-8 Great Suffolk Street, London SE1 0UG.

At the AGM, Fernando Fernandez, our Chief Executive Officer, will update you on the progress of the business in 2025. Following this presentation, we will have a Q&A session before we conduct the formal business of the meeting.

We announced on 16 September 2025 that Srinivas Phatak was appointed to the Board as Chief Financial Officer with immediate effect on that date.

Srinivas served as acting CFO for six months before his appointment to the Board and performed strongly in that role. His financial rigour, strategic clarity and a sharp eye for value creation together with his leadership and constructive challenge are highly valuable in driving consistent volume growth, margin expansion, and advancing our growth story.

All of the current directors are offering themselves for re-election at the AGM other than Srinivas, who will stand for election by the shareholders for the first time following his appointment on 16 September 2025.

We are asking you to approve a new Directors' Remuneration Policy this year, to better support our strategy and growth ambition. We have consulted with institutional shareholders a number of times over the past year and have taken their views into account when formulating the new Policy. Further details are set out in the explanatory notes to Resolution 3.

The remaining resolutions cover ordinary course business for an AGM. Resolutions 1 and 2 and 4 to 13 cover consideration of the Annual Report and Accounts 2025, approval of the Directors' Remuneration Report 2025 and the election or re-election of directors. Resolutions 14 to 21 are similar to those which shareholders have passed in previous years, covering issues such as authorities for the allotment and repurchase of shares and the reappointment of the auditor.

Unilever Chair's Letter and Notice of Meeting 2026


Unilever PLC Notice of Meeting Chair's letter 2026 continued

Full explanations of all proposed resolutions are set out in the explanatory notes to the Resolutions.

Your Board believes that all the resolutions set out in the Notice of Meeting are in the best interests of the Company and its shareholders. Accordingly, the Directors unanimously recommend that you vote in favour of the Resolutions, as they intend to do themselves in respect of their own shares in the Company.

Unilever understands that certain of our shareholders may be unable to attend the AGM in person. We will therefore be streaming a live webcast of the AGM (including the Q&A session) and details on how shareholders can access this webcast are provided on pages 10 and 11. Shareholders following the AGM remotely will be unable to submit questions during the meeting. Attending the live webcast of the AGM does not constitute attendance at the AGM.

Shareholders are encouraged to submit questions for the Q&A session in advance by emailing [email protected] before 1.00pm BST on Friday 24 April 2026, whether or not they intend to attend the AGM. After responding to these pre-submitted questions, shareholders who attend the AGM in person will be able to ask questions. Of course, you are also invited to write to me at any time should you wish. Alternatively, you may be able to find the answer to your question on our website at www.unilever.com.

Any updates relating to the AGM will be included on Unilever's website (www.unilever.com/agm).

Enclosed with this letter you will find the formal Notice of Meeting, together with the explanatory notes to the business of the meeting. Our 2025 year-end documents are available on our website at www.unilever.com/ara.

You can register your proxy vote either using our electronic voting facility via www.unilever.com/agm or by completing and returning the proxy form, in accordance with the instructions set out on the back of your proxy form. Institutional investors are able to cast their votes using CREST electronic proxy voting.

Holders of shares in the Company 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 AGM, all resolutions will be put to a poll. On a poll, each shareholder has one vote for every share held. The Directors believe that a poll is the best way of representing the views of as many shareholders as possible in the voting process. We encourage you to appoint the Chair of the meeting as your proxy to ensure that your vote is counted if you are unable to attend and vote on the day of the AGM.

The results of the AGM will be announced on the Unilever website www.unilever.com/agm as soon as possible after being released to the London Stock Exchange.

All your votes are important to us, and I would urge you to complete and return your votes by proxy in good time, so that it is/they are received in any event no later than 11.30am BST on Monday 11 May 2026.

Shareholders will have received the Unilever Annual Report and Accounts 2025, or will have been notified of its availability on our website at www.unilever.com/ara. The Company is encouraging all shareholders to receive shareholder communications and payments electronically as part of a commitment to reducing its environmental footprint. Please log onto www.investorcentre.co.uk for further information.

I look forward to seeing as many of you as possible on 13 May 2026.

Yours sincerely

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Ian Meakins

Chair

Unilever Chair's Letter and Notice of Meeting 2026


Unilever PLC Notice of Meeting 2026

Notice is hereby given that the Annual General Meeting of Unilever PLC (the 'Company') will be held at Hilton London Bankside, 2-8 Great Suffolk Street, London SE1 0UG at 11.30am BST on Wednesday 13 May 2026 to transact the following business:

To consider and, if thought fit, pass resolutions 1 to 17 (inclusive) as ordinary resolutions:

  1. To receive and consider the Accounts and Balance Sheet for the year ended 31 December 2025, together with the Directors' Reports and the Auditor's Report.
  2. To consider and, if thought fit, approve the Directors' Remuneration Report for the year ended 31 December 2025, which is set out on pages 78 to 108 of the Unilever Annual Report and Accounts 2025 (excluding the Directors' Remuneration Policy, which is set out on pages 87 to 95 of the Unilever Annual Report and Accounts 2025).
  3. To consider and, if thought fit, approve the Directors' Remuneration Policy, the full text of which is included in the Directors' Remuneration Report for the year ended 31 December 2025 and set out on pages 87 to 95 of the Unilever Annual Report and Accounts 2025.
  4. To elect Srinivas Phatak as a Director.
  5. To re-elect Fernando Fernandez as a Director.
  6. To re-elect Adrian Hennah as a Director.
  7. To re-elect Susan Kilsby as a Director.
  8. To re-elect Ruby Lu as a Director.
  9. To re-elect Judith McKenna as a Director.
  10. To re-elect Ian Meakins as a Director.
  11. To re-elect Benoit Potier as a Director.
  12. To re-elect Nelson Peltz as a Director.
  13. To re-elect Zoe Yujnovich as a Director.
  14. To reappoint KPMG LLP as Auditor of the Company to hold office until the conclusion of the next general meeting at which Accounts are laid before the members.
  15. To authorise the Directors to fix the remuneration of the Auditor.
  16. 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 to 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 earlier of the conclusion of next year's Annual General Meeting or at close of business on 30 June 2027 provided that the aggregate expenditure under parts (a), (b) and (c) shall not exceed £100,000 in total.

  1. THAT the Directors be and are hereby generally and unconditionally authorised pursuant to and in accordance with Section 551 of the Companies Act 2006 to exercise all the powers of the Company 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 £25,490,500, such authority to apply in substitution for all previous authorities pursuant to Section 551 of the Companies Act 2006 and to expire at the earlier of the conclusion of next year's Annual General Meeting or at close of business on 30 June 2027, 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.

To consider and, if thought fit, pass resolutions 18 to 21 (inclusive) as special resolutions:

  1. THAT, subject to the passing of resolution 17 above, the Directors be authorised to allot equity securities (as defined in Section 560(1) of the Companies Act 2006) and/or to sell treasury shares, in each case wholly for cash pursuant to the authority given by resolution 17 above in each case:

a. in connection with a pre-emptive offer; and
b. otherwise than in connection with a pre-emptive offer, up to an aggregate nominal amount of £3,820,000;

as if Section 561(1) of the Companies Act 2006 did not apply to any such allotment or sale of treasury shares;

provided that this authority shall expire at the earlier of the conclusion of next year's Annual General Meeting or at close of business on 30 June 2027, save that in each case the Company may, before such expiry, make offers and enter into agreements which would, or might, require equity securities to be allotted and/or treasury shares to be sold after such expiry and the Directors may allot equity securities and/or sell treasury shares in pursuance of any such offer or agreement as if the authority had not expired.

For the purposes of this resolution:

I. 'pre-emptive offer' means an offer of equity securities open for acceptance for a period fixed by the Directors to:

i. holders (other than the Company) on the register on a record date fixed by the Directors of ordinary shares in proportion to their respective holdings; and
ii. other persons so entitled by virtue of the rights attaching to any other equity securities held by them,

but subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory; and

II. the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights.

Unilever Chair's Letter and Notice of Meeting 2026


Unilever PLC Notice of Meeting 2026 continued

  1. THAT, subject to the passing of resolution 17 above and in addition to any authority granted under resolution 18 above, the Directors be authorised to allot equity securities (as defined in Section 560(1) of the Companies Act 2006) and/or sell treasury shares, in each case wholly for cash pursuant to the authority given by resolution 17 above as if Section 561(1) of the Companies Act 2006 did not apply to any such allotment or sale such authority to be:

a limited to the allotment of equity securities and/or sale of treasury shares up to an aggregate nominal amount of £3,820,000; and
b used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice of Meeting,

provided that this authority shall expire at the earlier of the conclusion of next year's Annual General Meeting or at close of business on 30 June 2027, save that in each case the Company may, before such expiry, make offers and enter into agreements which would, or might, require equity securities to be allotted and/or treasury shares to be sold after the authority given by this resolution has expired and the Directors may allot equity securities and/or sell treasury shares under any such offer or agreement as if the authority had not expired.

For the purposes of this resolution, the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights.

  1. 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 3½p each in the capital of the Company, subject to the following conditions:

a the maximum number of shares which may be hereby purchased is 218,000,000 ordinary shares;
b the minimum price, exclusive of expenses, which may be paid for each ordinary share is 3½p; and
c the maximum price, exclusive of expenses, which may be paid for each ordinary share is not more than the higher of: (i) 5% above the average market value of an ordinary share for the five business days immediately preceding the day on which that ordinary share is contracted to be purchased; and (ii) the higher of the price of the last independent trade and the highest current independent bid on the trading venue where the purchase is carried out.

The authority conferred by this resolution shall expire at the earlier of the conclusion of next year's Annual General Meeting or at close of business on 30 June 2027, 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.

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

By order of the Board

Prakash Kakkan
Chief Legal Officer and Group Company Secretary

31 March 2026

Unilever Chair's Letter and Notice of Meeting 2026


Explanatory notes to the Resolutions

The explanatory notes that follow form part of the Notice of Meeting and provide important information regarding the items of business to be considered at the AGM. Resolutions 1 to 17 (inclusive) are proposed as ordinary resolutions. This means that for each of these resolutions to be passed, more than half the votes cast must be in favour of the resolution. Resolutions 18 to 21 (inclusive) 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.

Resolution 1

Report and Accounts for the year ended 31 December 2025

The Directors must lay the Company's Accounts, the Directors' Report, the Auditor's Report and the Strategic Report before the shareholders at a general meeting. This is a legal requirement after the Directors have approved the Accounts, the Directors' Report and the Strategic Report, and the Auditor has prepared its Report.

Resolution 2

Directors' Remuneration Report

Resolution 2 is an advisory vote to approve the Directors' Remuneration Report for the year ended 31 December 2025, which is set out on pages 78 to 108 of the Unilever Annual Report and Accounts 2025 (excluding the Directors' Remuneration Policy, which is set out on pages 87 to 95 of the Unilever Annual Report and Accounts 2025).

The Directors' Remuneration Report has been prepared in accordance with the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (as amended) and approved by the Directors. Shareholders must, under Section 439 of the Companies Act 2006, be given the opportunity to approve the Directors' Remuneration Report. In accordance with these requirements, this is an advisory vote meaning that the Directors' entitlements to remuneration are not conditional upon the resolution being passed.

Resolution 3

Directors' Remuneration Policy

The full text of the Directors' Remuneration Policy is set out on pages 87 to 95 of the Unilever Annual Report and Accounts 2025. The Directors' Remuneration Policy was last put to shareholders at the annual general meeting on 1 May 2024 and was approved by 97.69% of investors.

We have engaged with our largest shareholders and proxy advisers over the course of the last year to discuss remuneration in the context of the Company's growth strategy, the highly competitive global talent market and our renewed focus on driving high performance through internal cultural transformation and incentives. The proposed Directors' Remuneration Policy reflects the feedback and input that we have received from shareholders.

We are re-committing to our performance share plan as the most effective long-term incentive structure to drive a high-performance culture and long-term growth for shareholders. No changes are being proposed to the performance measures or weightings under the performance share plan or annual bonus plan, nor to the peer groups that we use for measuring performance and for benchmarking executive pay. However, we are proposing to increase the total incentive limits under the policy to support our talent attraction strategy, particularly expected growth in the US, and to appropriately reflect the global marketplace commensurate with our size and complexity.

We propose to re-structure the remuneration package for the CEO and CFO as follows:

  • Base salary will be reduced and a pension allowance introduced at 11% of salary (aligned with the rate available to the wider workforce). Overall fixed pay will remain at current levels but variable pay will be a multiple of base salary rather than fixed pay as previously.
  • No change to target bonus opportunity. Maximum bonus opportunity increased from 1.5x to 2x target to align with typical market practice and incentivise outperformance.
  • Short-term target compensation reduced by 6%, with incentives based on lower salary after being decoupled from fixed pay.
  • Target PSP opportunity increased to 350% of base salary for the CEO and 300% of base salary for the CFO.
  • Maximum PSP opportunity increased to 700% of base salary for the CEO and 600% of base salary for the CFO.
  • Shareholding requirement increased up to 700% of base salary for the CEO and 600% of base salary for the CFO in line with PSP maximum.
  • Bonus deferral removed once shareholding requirement is met.
  • Broadening of malus and clawback provisions to ensure robust risk management.

The package has been designed to deliver median total target remuneration, consistent with our currently approved Remuneration Policy, through a lower headline salary and lower short-term pay, but higher long-term incentives and more upside opportunity for outperforming targets. A greater proportion of remuneration is variable and dependent on driving sustainable long-term performance. These changes will support the delivery of business outcomes through a high-performance culture, ultimately to deliver top-third returns for shareholders.

As a result of our constructive and largely supportive discussions with shareholders, as well as some concerns about the impact of removing bonus deferral on the Company's ability to apply clawback, the Remuneration Committee undertook an external legal review of our malus and clawback provisions to ensure adequate risk management. Under the new policy, the malus triggers have been tightened and the clawback triggers have been extended to match those for malus. Shareholder feedback also led the Remuneration Committee to increase the shareholding requirement under the new Policy, to reflect the higher maximum PSP opportunity and ensure even stronger alignment with shareholder interests over the long term.

The vote on Resolution 3 is binding in nature and, if approved, the revised Directors' Remuneration Policy will take effect from the conclusion of this AGM. Once the Directors' Remuneration Policy has been approved, the Company may not make a remuneration payment or payment for loss of office to a director or former director of the Company unless that payment is consistent with the approved Directors' Remuneration Policy, or has otherwise been approved by a shareholder resolution.

Shareholders must, under Section 439A of the Companies Act 2006, be given the opportunity to approve the Directors' Remuneration Policy at least every three years by way of a binding vote. Shareholder approval is for a period of up to three years and so a Directors' Remuneration Policy will be put to shareholders for approval again no later than the annual general meeting of the Company in 2029.

A copy of the Directors' Remuneration Policy, which was approved at the meeting in 2024, is available on our website at www.unilever.com/ara.

Unilever Chair's Letter and Notice of Meeting 2026


Explanatory notes to the resolutions continued

Resolutions 4 to 13

Election and re-election of Executive and Non-Executive Directors

All Executive Directors and Non-Executive Directors retire each year with such retirement to become effective at the conclusion of the Annual General Meeting of the Company.

In deciding whether to nominate a Director, the Board takes into consideration the outcomes of the Chair's discussions with each Director on individual performance, the evaluation of the Board and its Committees, and the continued good performance of individual Directors. Non-Executive Directors normally serve for a period of up to nine years.

Srinivas Phatak has been proposed for election as a Director for the first time.

The evaluation of the Board conducted in respect of 2025 considered that all Directors being proposed for election or re-election were effective in their roles and were committed to making available the appropriate time for Board meetings and other duties. Each Director also continues to demonstrate his/her broad and relevant experience, commitment to his/her role and international outlook. Further information about the evaluation can be found on page 57 of the Unilever Annual Report and Accounts 2025. An overview of the skills and experience of the Directors and the biographical details of each Director proposed for re-election and election can be found on pages 52 and 53 of the Unilever Annual Report and Accounts 2025.

Therefore, the Board of Directors, following the recommendations made by the Nominating and Corporate Governance Committee, proposes to elect and re-elect the nominated Directors.

Resolution 14

Reappointment of the Auditor

At each meeting at which Accounts are laid before the members, the Company is required to appoint an Auditor or Auditors to serve until the next such meeting.

Resolution 15

Remuneration of the Auditor

This resolution gives authority to the Directors to determine the Auditor's remuneration, which will be disclosed in the next set of Accounts of the Company.

Resolution 16

Political donations and expenditure

Part 14 of the Companies Act 2006 imposes restrictions on companies making political donations to: (a) political parties; (b) other political organisations; and (c) independent election candidates and on incurring political expenditure (in each case, as defined in the Companies Act 2006) without shareholders' consent. It is the policy of the Company not to make such political donations or to incur political expenditure (within the ordinary meaning of those words) and the Directors have no intention of changing that policy. However, as the definitions used in the Companies Act 2006 are broad, it is possible that normal business activities, which might not be thought to be political donations or expenditure in the usual sense, could be caught. On that basis, the authority is being sought purely as a precaution.

Resolution 17

Directors' authorities to allot shares

Renewal of this authority is sought at the Annual General Meeting each year. Section 551 of the Companies Act 2006 provides that the Directors may not issue new shares without shareholder approval. The purpose of this resolution, therefore, is to give the Directors the authority to issue new shares, limited to a maximum of £25,490,500 in new shares at their nominal value (representing 728,300,000 ordinary shares). At 2 March 2026, being the latest practicable date prior to publication of the Notice of Meeting, this represented approximately one-third of the Company's issued ordinary share capital (excluding treasury shares and ordinary shares (including ordinary shares represented by Unilever PLC American Depositary Shares (ADSs)) held by or on behalf of companies in the Unilever Group).

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 2027, being the last date by which the Company must hold an Annual General Meeting in 2027.

The Directors have no present intention of exercising the authority sought under this resolution, save that the Company may issue new shares for the purposes of satisfying awards under employee share schemes.

As at 2 March 2026, being the latest practicable date prior to publication of the Notice of Meeting, the Company held no ordinary shares in treasury. As at 2 March 2026, 256,281 ordinary shares (including ordinary shares represented by ADSs) were held by or on behalf of companies in the Unilever Group. The voting rights attaching to those ordinary shares are not exercisable. Therefore, as at 2 March 2026 and excluding those ordinary shares (including ordinary shares represented by ADSs) held by or on behalf of companies in the Unilever Group, the total number of ordinary shares with exercisable voting rights is 2,184,948,966.

Resolutions 18 and 19

Disapplication of pre-emption rights

Under the Companies Act 2006, a company is generally not permitted to allot shares for cash without first offering those shares: (i) to holders of ordinary shares in proportion to their existing holdings; and (ii) in accordance with a detailed set of procedural requirements. These restrictions may be disapplied in whole or in part provided that shareholder approval is obtained by special resolution, as described below.

In these explanatory notes to Resolutions 18 and 19, reference to an allotment of shares includes allotments of other types of equity securities as well as sales of treasury shares.

Resolution 18: disapplication for pre-emptive offers and limited non pre-emptive offers

Part (a) of Resolution 18 seeks shareholder authority for the Directors to allot shares for cash without regard to the procedural requirements noted above, provided that the shares are offered to holders of ordinary shares in proportion to their existing holdings. This authority will provide Directors with the flexibility, in connection with such an offer, to make such arrangements as they deem appropriate to deal with relevant legal, regulatory or practical issues, for example, in relation to fractional entitlements.

Part (b) of Resolution 18 seeks shareholder authority for the Directors to allot a limited number of shares for cash, without first offering those shares to holders of ordinary shares in proportion to existing holdings. The aggregate nominal value of shares that may be allotted pursuant to part (b) is £3,820,000. This amount is equivalent to 5% of the total issued ordinary share capital of the Company (excluding treasury shares and ordinary shares (including ordinary shares represented by ADSs) held by or on behalf of companies in the Unilever Group), as at 2 March 2026, being the latest practicable date prior to publication of the Notice of Meeting.

Unilever Chair's Letter and Notice of Meeting 2026


Explanatory notes to the Resolutions continued

As at 2 March 2026, being the latest practicable date prior to publication of the Notice of Meeting, the Company held no ordinary shares in treasury. As at 2 March 2026, 256,281 ordinary shares (including ordinary shares represented by ADSs) were held by or on behalf of companies in the Unilever Group. The voting rights attaching to those ordinary shares are not exercisable. Therefore, as at 2 March 2026 and excluding those ordinary shares (including ordinary shares represented by ADSs) held by or on behalf of companies in the Unilever Group, the total number of ordinary shares with exercisable voting rights is 2,184,948,966.

Resolution 19: disapplication for limited non pre-emptive offers in connection with acquisitions and specified capital investments

The purpose of Resolution 19 is to provide Directors with an additional authority to that sought under part (b) of Resolution 18, for use in the limited circumstances described below.

Resolution 19 seeks shareholder authority for the Directors to allot an additional, limited number of shares for cash, without first offering those shares to holders of ordinary shares in proportion to existing holdings. However, any such allotment may only be made in connection with an acquisition or specified capital investment, which is announced contemporaneously with the allotment, or which has taken place in the preceding 12-month period and is disclosed in the announcement of the allotment.

For these purposes, a 'specified capital investment' means one or more specific capital investment-related uses for the proceeds of an allotment of shares, in respect of which sufficient information regarding the effect of the transaction on the Company, the assets that are the subject of the transaction, and (where appropriate) the profits attributable to them is made available to shareholders to enable them to reach an assessment of the potential return.

The aggregate nominal value of shares that may be allotted pursuant to Resolution 19 is £3,820,000. This amount is equivalent to 5% of the total issued ordinary share capital of the Company (excluding ordinary shares (including ordinary shares represented by ADSs) held by or on behalf of companies in the Unilever Group), as at 2 March 2026 (being the latest practicable date prior to publication of the Notice of Meeting) and is in addition to an equivalent number of shares which may be allotted pursuant to part (b) of Resolution 19. If the authority sought in Resolution 18 is used, the Company will publish details of such use in its next annual report. As at 2 March 2026, the Company held no ordinary shares in treasury.

The Directors have no current intention of exercising the authorities sought in Resolutions 18 and 19 but consider that they are appropriate in order to allow the Company the flexibility to finance business opportunities without the need to comply with the strict requirements of the Companies Act 2006. The Directors will only exercise such authorities where they consider that doing so is in the best interests of the Company.

The authorities sought under Resolutions 18 and 19 are in line with institutional shareholder guidance, and in particular, with the Pre-Emption Group Principles and the Investment Association's share capital management guidelines. In respect of Resolutions 18 and 19, the Directors confirm their intention to follow the shareholder protections in Part 2B of the Pre-Emption Group Principles and, if relevant, the expected features of a follow-on offer as set out in paragraph 3 of Part 2B of the Pre-Emption Group Principles. The authorities sought under Resolutions 18 and 19 will expire at the earlier of the conclusion of next year's Annual General Meeting or the close of business on 30 June 2027, being the last date by which the Company must hold an Annual General Meeting in 2027.

Resolution 20

Company's authority to purchase its own shares

Renewal of this authority is also sought at the Annual General Meeting each year. The Directors believe that it is advantageous for the Company to have the flexibility to purchase its own shares, and this resolution provides the authority from shareholders to do so.

The resolution specifies the maximum number of shares which may be acquired, which, at 2 March 2026 (being the latest practicable date prior to the publication of this Notice of Meeting), represented just under 10% of the Company's issued ordinary share capital (excluding ordinary shares (including ordinary shares represented by ADSs) held by or on behalf of companies in the Unilever Group, as detailed below), and the maximum and minimum prices at which they may be bought. As at 2 March 2026, the Company held no ordinary shares in treasury. As at 2 March 2026, 256,281 ordinary shares (including ordinary shares represented by ADSs) were held by or on behalf of companies in the Unilever Group. The voting rights attaching to those ordinary shares are not exercisable. Therefore, as at 2 March 2026 and excluding those ordinary shares (including ordinary shares represented by Unilever PLC ADSs) held by or on behalf of companies in the Unilever Group, the total number of ordinary shares with exercisable voting rights in the Company is 2,184,948,966.

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 2027, being the last date by which the Company must hold an Annual General Meeting in 2027.

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.

Resolution 21

Notice period for General Meetings

This resolution seeks the approval of shareholders (as required by the Companies (Shareholders' Rights) Regulations 2009 (the 'Shareholders' Rights Regulations')) to replace a similar authority granted to the Directors at the 2025 Annual General Meeting to allow the Company to call general meetings (other than annual general meetings) on 14 clear days' notice. The Company does not intend to use this authority routinely. The Company envisions that this authority would be used only in limited circumstances for time-sensitive matters where a shorter notice period would be to the advantage of shareholders as a whole. The Company would also need to meet the requirements for electronic voting in the Shareholders' Rights Regulations before it could then call a general meeting on 14 clear days' notice.

The authority sought under this resolution will expire at the earlier of the conclusion of next year's Annual General Meeting or the close of business on 30 June 2027, being the last date by which the Company must hold an Annual General Meeting in 2027.

Unilever Chair's Letter and Notice of Meeting 2026


Explanatory notes to the resolutions continued

The tables below set out the diversity and tenure of our Directors standing for election or re-election at the AGM as at 2 March 2026.

Number of Board members Percentage of the Board Number of senior positions on the Board (CEO, CFO, SID and Chair)
Gender representation on the Board
Men 6 60 3
Women 4 40 1
Other
Not specified/prefer not to say
Ethnicity representation on the Board
White British or other White (including minority-white groups) 7 70 2
Mixed/Multiple Ethnic Groups
Asian/Asian British 2 20 1
Black/African/Caribbean/Black British
Other ethnic group, including Arab 1 10 1
Not specified/prefer not to say

Board tenure
img-2.jpeg
* Srinivas Phatak joined the Board on 16 September 2025.

Board tenure in the table above is described in full years.

Unilever Chair's Letter and Notice of Meeting 2026


Notes to the Notice of Meeting 2026

  1. Shareholders will have the right to attend and vote at the Annual General Meeting (AGM). Registration will start at 10.30am BST. If you are attending the AGM in person please bring the Attendance Card included within your Proxy Form or, if you opt to receive your communications electronically, show your shareholder email on arrival.

It is necessary for your admission to the meeting. If you do not bring this form or email with you, then proof of identification will be required for you to gain admittance to the AGM.

  1. A shareholder who is unable or does not wish to attend the AGM is entitled to appoint one or more Proxies to exercise all or any of their rights to attend and to speak and vote on their behalf at the meeting. A Proxy need not be a shareholder. A Proxy Form, which may be used to make such appointment and give Proxy instructions, accompanies this Notice of Meeting. If you do not have a Proxy Form and believe that you should have one, or if you require additional forms, please contact Computershare Investor Services PLC on 0370 600 3977. You can only appoint a Proxy using the procedures set out in these notes and the notes to the Proxy Form. The return of a completed Proxy Form, or the registration of appointment of a Proxy or any CREST Proxy Instruction (as described in paragraph 10 below), will not prevent a shareholder from attending the meeting and voting in person if they wish to do so.

Shareholders are encouraged to appoint the Chair of the AGM as their Proxy, even if they intend to attend the AGM in person. This is to ensure that your vote is counted if you are unable to attend in person on the day of the AGM.

  1. A shareholder may appoint more than one Proxy in relation to the AGM, provided that each Proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. To do this, that shareholder must complete a separate Proxy Form for each Proxy. Shareholders can copy their original Proxy Form for this purpose. A Proxy Form is included with this Notice of Meeting and additional Proxy Forms can also be obtained from Computershare Investor Services PLC on 0370 600 3977.

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 the instruction is one of a multiple.

  1. To be valid any Proxy Form must be received by hand or by post at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, no later than 11.30am BST on 11 May 2026.

  2. A shareholder can also submit his or her vote or, in accordance with Section 333A of the Companies Act 2006, appoint a Proxy electronically, by logging on to www.unilever.com/agm, clicking on 'AGM and Voting' and selecting the electronic voting option. To do this, a shareholder will need the Shareholder Reference Number (SRN), Control Number and five-digit PIN shown on the front of the Proxy Form or via e-mail if you subscribe to electronic communications. Electronic Proxy appointments must be received, in accordance with the instructions on the website, by no later than 11.30am BST on 11 May 2026. Please note that an electronic communication in respect of the appointment of a Proxy that contains a computer virus may not be accepted. The Company will try to inform the shareholder in question of a rejected communication and will try to ensure that its outgoing electronic communications are, as far as reasonably practicable, virus-free.

  3. In the case of a shareholder which is a company, the Proxy Form must be executed under its common seal or be signed on its behalf by an attorney or officer duly authorised. All signatories must state their capacity (e.g. director, secretary).

  4. Any power of attorney or any other authority under which the Proxy Form is signed (or a copy of such authority certified by a notary) must be included with the Proxy Form.

  5. A 'Vote withheld' is not a vote in law, which means that the vote will not be counted in the proportion of votes 'For' and 'Against' the resolutions. A shareholder who does not give any voting instructions in relation to the resolutions should note that his/her Proxy will have authority to vote or to withhold a vote on the resolution as he/she thinks fit. A Proxy will also have authority to vote or to withhold a vote on any other business (including amendments to the resolutions) which properly comes before the AGM as they think fit.

  6. CREST members who wish to appoint a Proxy or Proxies through the CREST electronic proxy appointment service may do so for the AGM and any adjournment(s) thereof by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

  7. In order for a Proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with the specifications of Euroclear UK and Ireland Limited (Euroclear), and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com). The message, regardless of whether it constitutes the appointment of a Proxy or is an amendment to the instruction given to a previously appointed Proxy, must, in order to be valid, be transmitted so as to be received by the Company's agent (ID number 3RA50) by the latest time for receipt of Proxy appointments specified in this Notice of Meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Application Host) from which the Company's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to Proxies appointed through CREST should be communicated to the appointee through other means.

  8. CREST members and, where applicable, their CREST sponsors or voting service providers, should note that Euroclear does not make available special procedures in CREST for any particular message. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member or has appointed a voting service provider, to procure that their CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In connection with this, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timing.

  9. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

  10. Holders of shares in the Company held through Euroclear Nederland who wish to attend the meeting in person can register themselves via www.abnamro.com/evoting. Holders of such shares who wish to attend the meeting in person must further request an attendance letter of authorisation for the Annual General Meeting of the Company via [email protected]. To be admitted to the meeting, holders of such shares will be

Unilever Chair's Letter and Notice of Meeting 2026


asked to provide a copy of the attendance letter of authorisation at the meeting. Holders of such shares who wish to participate in the voting process can render their voting instruction electronically via www.abnamro.com/evoting.

  1. Only one holder of shares may vote by Proxy. In the case of joint holders, where more than one of the joint holders purports to appoint a Proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).

  2. If two or more valid but differing appointments of a Proxy are received in respect of the same share for use at the same meeting, the one which is last received (regardless of its date or the date of its signature) shall be treated as replacing and revoking the others as regards that share; if the Company is unable to determine which was last received, none of them shall be treated as valid in respect of that share.

  3. Any person to whom this Notice of Meeting is sent who is a person nominated under Section 146 of the Companies Act 2006 to enjoy information rights (a 'Nominated Person') may, under an agreement between them and the shareholder by whom they were nominated, have a right to be appointed (or to have someone else appointed) as a Proxy for the AGM. If a Nominated Person has no such Proxy appointment right or does not wish to exercise it, they may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights. The statement of the rights of shareholders in relation to the appointment of Proxies in paragraphs 2 and 3 above does not apply to Nominated Persons. The rights described in those paragraphs can only be exercised by shareholders of the Company.

  4. The Company specifies that only those shareholders registered in the register of members of the Company at close of business on 11 May 2026 shall be entitled to vote at the AGM in respect of the number of shares registered in their name at that time. Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to vote at the AGM. If the AGM is adjourned, only shareholders entered on the Company's register of members not later than 48 hours before the time fixed for the adjourned meeting shall be entitled to attend and vote at the meeting.

Representatives of corporate shareholders, including retail shareholders holding their shares through a nominee, looking to attend the AGM in person should contact their nominee, broker or custodian in advance of the meeting to request a Letter of Representation. The Letter of Representation must include the registered name in which your nominee, broker or custodian hold the shares, the CREST ID, Designation and the number of shares presented at registration to evidence your valid appointment at the AGM. Please contact your nominee, broker or custodian significantly in advance of the AGM 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.

  1. Voting on the resolutions will be conducted by way of a poll. On a poll, each shareholder has one vote for every share held. The Directors believe that a poll is the best way of representing the views of as many shareholders as possible in the voting process.

  2. Any corporation that is a shareholder can appoint one or more corporate representatives who may exercise, on its behalf, all of its powers as a shareholder, provided that they do not do so in relation to the same shares.

  3. Under Section 527 of the Companies Act 2006 shareholders meeting the threshold requirements set out in that Section have the right to require the Company to publish on a website a statement setting out any matter relating to:

a. the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the AGM; or
b. any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with Section 437 of the Companies Act 2006.

  1. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with Sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under Section 527 of the Companies Act 2006, it must forward the statement to the Company's auditor no later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under Section 527 of the Companies Act 2006 to publish on a website.

  2. Any shareholder attending a meeting of the Company has the right to ask questions. The Company must answer any such question relating to the business being dealt with at the meeting but no such answer need be given if:

a. to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information;
b. the answer has already been given on a website in the form of an answer to a question; or
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 AGM by emailing [email protected] before 1.00pm BST on 24 April 2026.

  1. A copy of this notice, and other information required by Section 311A of the Companies Act 2006, can be found at www.unilever.com/agm.

  2. To view the live webcast of the AGM, you will need to visit meetnow.global/UNLAGM2026 on your device operating a compatible browser using the latest version of Chrome, Firefox, Edge or Safari. Please note that Internet Explorer is not supported. It is highly recommended that you check your system capabilities in advance of the AGM on 13 May 2026.

Please use your unique Shareholder Reference Number and PIN as displayed on your Proxy Form to access the live webcast. These details are unique to you and will allow access to the live webcast.

Shareholders who render their voting instructions electronically via www.abnamro.com/evoting will be given the option of attending the live webcast. Shareholders who wish to attend the live webcast should send an email to [email protected] after rendering the voting instructions.

  1. If you would like to delegate your access to the live webcast to a third party or a corporate representative, then please contact Computershare Investor Services PLC by email at [email protected] or alternatively call 0370 600 3977, providing details of your delegate, including their email address so that unique credentials can be issued to allow the delegate to access the live webcast.

Unilever Chair's Letter and Notice of Meeting 2026


This instruction must be received by Computershare by 11.30am BST on Monday 11 May 2026. Access credentials will be emailed to the delegate one working day prior to the meeting conditional on evidence of your delegation having been received and accepted. Lines are open 8.30am to 5.30pm Monday to Friday (excluding bank holidays). This delegation relates to access to the live webcast only and will not impact your Proxy appointment for voting purposes. If you have not been provided with your access credentials, please ensure you contact Computershare on the morning of the live webcast, but no later than 9.30am BST on 13 May 2026.

  1. Access to the live webcast via meetnow.global/UNLAGM2026 will be available from 11.15am BST on 13 May 2026. It is your responsibility to ensure connectivity for the duration of the live webcast.

  2. Persons who are not shareholders of the Company (or their appointed delegate or corporate representative) are not able to attend the live webcast unless prior arrangements have been made with the Company.

  3. Copies of the following documents are available for inspection during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the offices of Clifford Chance, 10 Upper Bank Street, London E14 5JJ, upon prior appointment only, from the date of this Notice until the conclusion of the AGM and at the place of the AGM from at least 15 minutes before the AGM until the close of the meeting:

a the Executive Directors' service contracts; and
b letters of appointment of the Non-Executive Directors.

  1. As at 2 March 2026 (being the latest practicable date prior to the publication of the Notice of Meeting), the total number of issued ordinary shares of Unilever PLC was 2,185,205,247. As at 2 March 2026, the Company held no ordinary shares in treasury. As at 2 March 2026, 256,281 ordinary shares (including ordinary shares represented by ADSs) were held by or on behalf of companies in the Unilever Group. The voting rights attaching to those ordinary shares are not exercisable. Therefore, as at 2 March 2026 and excluding those ordinary shares (including ordinary shares represented by ADSs) held by or on behalf of companies in the Unilever Group, the total number of ordinary shares with exercisable voting rights in the Company was 2,184,948,966.

  2. The Company may decide that it is in the interests of our employees and shareholders to adopt measures to preserve the health, safety and wellbeing of any persons attending the AGM. We therefore encourage shareholders to check our website (www.unilever.com/agm) regularly for the latest information on arrangements for the AGM.

  3. We do not permit behaviour that may interfere with anyone's security or safety or the good order of the meeting. Anyone who does not comply may be removed from the meeting.

  4. You may not use any electronic address provided in either this document or any related documents to communicate with the Company for any purposes other than those expressly stated.

Route Description
The Hilton London Bankside is in close proximity to Southwark underground station and Blackfriars underground and overground stations. Waterloo and London Bridge stations are also within a 10-minute walk. Shareholders are asked to arrive and register at the Events Entrance on Bear Lane, SE1 0UH.

Unilever Chair's Letter and Notice of Meeting 2026
11


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Unilever PLC

Head Office
100 Victoria Embankment
London EC4Y 0DY
United Kingdom
T +44 (0)20 7822 5252

AGM-related queries
[email protected]

Registered Office
Unilever PLC
Port Sunlight
Wirral
Merseyside CH62 4ZD
United Kingdom

Registered in England and Wales
Company Number: 41424

For further information about
Unilever please visit our website:
www.unilever.com