Share Issue/Capital Change • Apr 27, 2020
Share Issue/Capital Change
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Pursuant to the UK Listing Rule 9.2.6E, Unilever PLC confirms the following with regard to the share rights of the ordinary shares of 3 1/9p each of Unilever PLC (the "Ordinary Shares") as set out in the Articles of Association of Unilever PLC, which take effect subject to the Agreement between Unilever PLC and Unilever NV dated 28 June 1946 (as amended by Supplemental Agreements dated 20 July 1951, 21 December 1981, 15 May 2006 and 20 May 2009), also known as the "Equalisation Agreement".
All dividends are declared and paid according to the amounts paid up on the Ordinary Shares and subject to the terms of the Equalisation Agreement. Dividends may only be paid out of profits available for distribution and interim dividends may be paid as decided by the Directors periodically throughout the year. Members may declare a final dividend in an amount not exceeding the amount recommended by Directors by ordinary resolution requiring a simple majority of the votes cast. Dividends are payable to the member holding Ordinary Shares on the relevant record date, which may be fixed by Unilever PLC or the Directors.
Distributable profits of Unilever PLC are paid first at the rate of 5% per year on the paid-up nominal capital of the Ordinary Shares, secondly at a rate of 5% per year on the paid-up nominal capital of the Ordinary Shares and then at the rate of 6% per year on the paid-up nominal capital of the deferred shares of £100,000. The surplus is paid by way of a dividend on the Ordinary Shares.
Any dividend unclaimed after a period of twelve years from the date of declaration of the dividend is forfeited and reverts to Unilever PLC.
A resolution put to the vote at a general meeting is decided on a show of hands unless a vote by pole is duly demanded.
On a vote by way of a show of hands, each member or duly appointed proxy who is present at the general meeting in person has one vote. For this purpose, where a proxy is given discretion as to how to vote on a show of hands, this shall be treated as an instruction by the relevant member to vote in the way in which the proxy elects to exercise that discretion.
On a vote by way of poll, each member who is present in person or by proxy has one vote for every 3 1/9 pence nominal of capital held by him of whatever class.
The right to vote is determined by reference to the register of members at a time specified in the notice of meeting.
Any equity securities issued by Unilever PLC for cash must first be offered to the holders of the Ordinary Shares in proportion to their shareholding under the Companies Act 2006. Such pre-emption rights may be disapplied by a special resolution of the shareholders, whether generally or specifically, for a maximum period not exceeding five years.
The Ordinary Shares do not carry any rights to share in Unilever PLC's profits.
If Unilever PLC is wound-up, subject to the terms of the Equalisation Agreement regarding the pooling and distribution of surplus assets between Unilever PLC and Unilever NV and after payment or provision for payment of Unilever PLC's debts and liabilities, the assets available for distribution amongst the members (excluding any member holding shares as treasury shares) shall be applied first in repaying to the holders of the Ordinary Shares and deferred shares pari passu the capital paid or credited as paid up thereon respectively and any balance of such assets then remaining shall belong to the holders of the Ordinary Shares.
The Ordinary Shares are not redeemable.
Subject to the provisions of the Companies Act 2006 (and every statute from time to time in force concerning companies and applying to Unilever PLC) and to any rights conferred on the holders of any class of shares, any share may be issued which is to be redeemed, or is to be liable to be redeemed at the option of Unilever PLC or the holder. The Directors may determine the terms, conditions and manner of redemption of any redeemable share so issued. Such terms and conditions shall apply to the relevant shares as if the same were set out in the Articles of Association of Unilever PLC.
The Ordinary Shares do not carry a right of conversion to its holders.
Unilever PLC in general meeting may convert any paid-up shares (excluding any shares held as treasury shares) into stock and may reconvert any stock into paid-up shares of any denomination. When any shares have been converted into stock the several holders of such stock may thenceforth transfer their respective interests therein or any part of such interest in the same manner and subject to the same regulations and restrictions as and subject to which shares in Unilever PLC's capital may then be transferred or as near thereto as circumstances will admit. But the Directors may from time to time, if they think fit, fix the minimum amount of stock transferable, and direct that fractions of a pound shall not be dealt with, with power, nevertheless, at their discretion to waive such rules in any particular case.
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