Rotterdam, 8 May.- Unilever N.V. shareholders today approved all resolutions put to the Annual General Meeting in Rotterdam. Details of the voting by the shareholders are set out below. The resolutions include the following:
1. Board Appointments
All continuing Directors stood for election and were duly re-elected. These were Patrick Cescau, Kees van der Graaf, Ralph Kugler and Rudy Markham as Executive Directors, and Antony Burgmans, Leon Brittan, Lynda Chalker, Wim Dik, David Simon and Jeroen van der Veer as Non-Executive Directors.
Charles Golden, Byron Grote, Jean-Cyril Spinetta and Kees Storm were proposed for appointment as Non-Executive Directors for the first time and were also duly appointed.
Bertrand Collomb, Oscar Fanjul and Hilmar Kopper retired as Non-Executive Directors at the meeting.
David Simon replaces Betrand Collomb as the Senior Independent Director.
2. Strengthening governance structure
Furthermore, shareholders have approved all resolutions to strengthen Unilever’s corporate governance and structure:
· To give Directors the authority allowing greater flexibility to allocate assets between both parent companies;
· To improve transparency and establish a one-to-one economic equivalence for the N.V. and PLC ordinary shares, and split the N.V. ordinary shares 3 to 1, see below under “N.V. Share Split”;
· To remove the binding nomination procedure and allow shareholders the right to nominate candidates for election as Directors, whilst ensuring unity of management .
These resolutions will become effective once the Unilever PLC shareholders adopt the corresponding resolutions tomorrow. A separate press release of Unilever N.V. on the outcome of that meeting will be issued after Unilever PLC’s meeting.
3. N.V. Share Split
The shareholders approved a 3 to 1 split of the Unilever N.V. ordinary shares. This involved a redenomination of the Unilever N.V. share capital from NLG to Euro.
It is planned that on 22 May 2006:
·the ordinary shares in Unilever N.V. with a nominal value of NLG 1.12 will be redenominated in ordinary shares with a nominal value of EUR 0.48 and each of these will be split into three ordinary shares with a nominal value of EUR 0.16 each; the same applies to the depositary receipts for ordinary shares;
·the 7% cumulative preference shares with a nominal value of NLG 1,000 each will be redenominated in 7% cumulative preference shares with a nominal value of EUR 428.57 (with the accompanying depositary receipts for subshares being redenominated proportionally);
·the 6% cumulative preference shares with a nominal value of NLG 1,000 will be redenominated in cumulative preference shares with a nominal value of EUR 428.57 (with the subshares being redenominated proportionally);
·the 4% cumulative preference shares with a nominal value of NLG 100 will be redenominated in cumulative preference shares with a nominal value of EUR 42.86.
It is planned that dealings in the new Unilever N.V. (depositary receipts of) ordinary shares with a nominal value of EUR 0.16 on Euronext Amsterdam and the stock exchange in Frankfurt wiil commence on 22 May 2006 and on the New York Stock Exchange on 24 May 2006.
It was announced on 7 March 2006 that Unilever N.V. has decided to delist the Unilever N.V. (depositary receipts for) ordinary shares from the stock exchanges in Zürich (on 19 May 2006) and Frankfurt
(on 26 June 2006).
The Annual General Meeting further decided to amend the Articles of Association to reflect that Unilever N.V. shares will be in registered form (op naam). It is expected that this will also become effective on
22 May 2006
A separate advertisement will be placed in the Dutch press in due course informing investors who hold the (depositary receipts of) shares mentioned above through Euronext Amsterdam on the implications of the share split and the dematerialisation. Other holders of the (depositary receipts of) shares mentioned above are advised to contact their bank or broker to establish what the implications are for them of these changes and what action is required, if any.
